<PAGE>
                                                                     EXHIBIT 4.5

                   [The following is an unofficial Restatement of the Restated
                   Articles of Incorporation, filed on October 7, 1988, with the
                   Secretary of State of South Carolina, as subsequently amended
                   on April 28, 1989, November 2, 1993, May 4, 1994, and August
                   4, 1999, and as corrected on August 10, 1995]

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE
                      (RESTATED) ARTICLES OF INCORPORATION
                                       OF
                             SONOCO PRODUCTS COMPANY
                   -----------------------------------------
                               (File this Form in
                             Duplicate Originals)            This Space for Use
                                                                              by
                        (Section 33-7-30 of 1976 Code)       Secretary of State

1. The name of the corporation is SONOCO PRODUCTS COMPANY, originally known as
   SOUTHERN NOVELTY COMPANY as filed on May 10, 1899.

2. The initial registered office of the corporation is North Second Street
                                                       -------------------
                                                         Street & Number

   Hartsville                 Darlington            S.C.        29550
   -----------------------------------------------------------------------
     City                       County                         Zip Code

   and the initial registered agent at such address is Harris E. DeLoach, Jr.

3. The period of duration of the corporation shall be perpetual ( years).

4. The corporation is authorized to issue shares of stock as follows:

<TABLE>
<CAPTION>

Class of Shares            Authorized No. of Each Class      Par Value
- ----- -- ------            ---------- --- -- ---- -----      --- -----
<S>                        <C>                               <C>
Common                             300,000,000                 None
Preferred                           30,000,000                 None
</TABLE>

     If shares are divided into two or more classes or if any class of shares is
divided into series within a class, the relative rights, preferences, and
limitations of the shares of each class, and of each series within a class, are
as follows:

              (a) Preferred Stock. The Board of Directors is authorized, subject
to limitations prescribed by law and the provisions of this Article 4, to
provide for the issuance of the shares of Preferred Stock (including any shares
of Preferred Stock restored to the status of authorized but unissued Preferred
Stock, undesignated as to series pursuant to this Article 4(a) in one or more
series, and to establish, from time to time, the number of shares to be included
in each such series and to fix the designations, voting powers, if any,
preferences, limitations, and relative, participating, optional or other special
rights, as shall be stated and expressed in the articles of amendment providing
for the issue of such series adopted by the Board of Directors and filed with
the Secretary of State. The authority of the Board of Directors with respect to
each series of Preferred Stock shall include, but not be limited to,
determination of the following:

                    (i) the distinctive serial designations and the division of
               shares of Preferred Stock into one or more series and the number
               of shares of a particular series, which may be increased or
               decreased (but not below the number of shares thereof then
               outstanding) by articles of amendment authorized, executed and
               filed as required by law;

                   (ii) the rate or amount (or the method of determining the
               rate or amount) and times at which, and the preferences and
               conditions under which, dividends shall be payable on shares of a
               particular series, the status of such dividends as cumulative,
               partially cumulative, or noncumulative, the date or dates from
               which dividends, if cumulative, shall accumulate, and the status
               of such series as participating or nonparticipating with shares
               of other classes or series of stock;

                  (iii) the price or prices at which, the nature of the
               consideration for which, the period or periods within which and
               the terms and conditions, if any, upon which the shares of a
               particular series may be redeemed, in whole or in part,


<PAGE>

               at the option of the corporation;

                   (iv) the amount or amounts and rights and preferences, if
               any, to which the holders of shares of a particular series are
               entitled or shall have in the event of any involuntary or
               voluntary liquidation, dissolution or winding up of the
               corporation;

                    (v) the right, if any, of the holders of a particular series
               or the corporation to convert or cause conversion of shares of
               such series into shares of other classes or series of stock or
               other securities or other property or to exchange or cause
               exchange of such shares for shares of other classes or series of
               stock or other securities for other property, and the terms and
               conditions, if any, including the price or prices or the rate or
               rates of conversion and exchange, and the terms and conditions of
               adjustments, if any, at which such conversion or exchange may be
               made or caused;

                   (vi) the obligation, if any, of the corporation to redeem,
               purchase or otherwise acquire, in whole or in part, shares of a
               particular series for a sinking fund or otherwise, and the terms
               and conditions thereof, if any, including the price or prices and
               the nature of the consideration payable for such shares so
               redeemed, purchased or otherwise acquired;

                  (vii) the voting rights, if any, of the shares of a particular
               series (in addition to those that may be required by law),
               whether special, conditional, limited or unlimited, including the
               number of votes per share and any requirement for the approval by
               the holders of shares of all series of Preferred Stock, or of the
               shares of one or more series thereof, or of both, in an amount
               greater than a majority up to such amount as is in accordance
               with applicable law, as a condition to specified corporation
               action or amendments to the Articles of Incorporation; and,

                 (viii) any other relative rights, limitations and preferences
               which may be so determined by the Board of Directors to the
               fullest extent permitted by the laws of the State of South
               Carolina.

   All shares of any particular series of Preferred Stock shall rank equally and
shall be identical as to preferences, limitations and relative rights, except as
to the date or dates from and after which dividends, if cumulative or partially
cumulative, shall accumulate. All series of Preferred Stock shall rank equally
and shall be identical as to preferences, limitations and relative rights,
except insofar as, to the extent permitted by law, they may vary with respect to
the matters which the Board of Directors is hereby expressly authorized to
determine in the articles of amendment providing for any


<PAGE>

particular series of Preferred Stock.

     All shares of Preferred Stock shall rank senior and prior to the Common
Stock in respect of the right to receive dividends and the right to receive
payments out of the net assets of the corporation upon any involuntary or
voluntary liquidation, dissolution or winding up of the corporation. All shares
of Preferred Stock redeemed, purchased or otherwise acquired by the corporation
(including shares surrendered for conversion or exchange) shall be cancelled and
thereupon restored to the status of authorized but unissued shares of Preferred
Stock undesignated as to series.

        1. DESIGNATION OF THE SERIES; RANK. The shares of such series shall be
designated as "$2.25 Series A Cumulative Convertible Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting such series
shall be 3,450,000. The Series A Preferred Stock shall be without par value.
Such number of shares may be decreased, at any time and from time to time, by
resolution of the Board of Directors; provided that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than that of the
shares then outstanding. The Series A Preferred Stock shall rank senior to the
common stock of the Company (the "Common Stock") and any other capital stock of
the Company ranking junior to the Series A Preferred Stock as to dividends and
upon liquidation, dissolution or winding up.

        2. DIVIDENDS. (a) The holders of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available therefor, cumulative annual cash dividends of $2.25 per
share, payable in arrears on the first day of February, May, August and
November, commencing February 1, 1994 (the "Dividend Payment Date"), with
respect to the quarterly period ending on the day immediately preceding such
dividend payment date. The amount of dividends payable per share for each full
dividend period shall be computed by dividing by four the $2.25 annual rate.
Dividends payable for any period other than a full dividend period shall be
calculated on the basis of a year of 360 days consisting of twelve 30-day
months. The dividends will be payable to holders of record as they appear on the
stock register of the Company on a record date fixed by the Board of Directors,
which shall in no event be more than fifty (50) days nor less than ten (10) days
prior to the Dividend Payment Date. Dividends on the Series A Preferred Stock
shall be cumulative from the date of original issuance of the Series A Preferred
Stock. Holders of the Series A Preferred Stock shall not be entitled to any
dividends,


<PAGE>

whether payable in cash, property or securities, in excess of the full
cumulative dividends.

        Any dividend which shall not be paid on the Dividend Payment Date on
which it shall become due shall be deemed to be "past due" until such dividend
shall be paid or until the share of Series A Preferred Stock with respect to
which such dividend became due shall no longer be outstanding, whichever is the
earlier to occur. No interest or sum of money in lieu of interest shall be
payable in respect of any dividend payment or payments which are past due.
Dividends paid on shares of Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accumulated and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares of Series A Preferred Stock at the time outstanding.

        Unless full cumulative dividends on all outstanding shares of the Series
A Preferred Stock have been paid or declared and set aside for payment for all
past dividend periods: (i) no dividends -- in cash, stock or other property --
may be declared or any other distribution made upon the Common Stock or on any
other stock of the Company ranking junior to the Series A Preferred Stock as to
dividends (other than dividends or distributions in Common Stock or any other
stock of the Company ranking junior to the Series A Preferred Stock as to
dividends and upon liquidation, dissolution of winding up, dividends or
distributions of Rights (as defined in Section 7 hereof), or the issuance of
such Rights in connection with any other stock of the Company ranking junior to
or on a parity with the Series A Preferred Stock as to dividends and upon
liquidation, dissolution or winding up); (ii) no Common Stock, or any other
stock of the Company ranking junior to the Series A Preferred Stock as to
dividends or upon liquidation, dissolution or winding up, may be redeemed
pursuant to a sinking fund or otherwise or purchased or otherwise acquired for
any consideration by the Company (except by conversion of such junior stock
into, or exchange of such stock for, stock of the Company ranking junior to the
Series A Preferred Stock as to dividends and upon liquidation, dissolution or
winding up, or by redemption of the Rights for cash), provided that unless
                                                      -------- ----
prohibited by the terms of any other outstanding series of preferred stock, any
monies theretofore deposited in any sinking fund with respect to any preferred
stock of the Company in compliance with paragraph (a) of this Section 2 and the
provisions of such sinking fund may thereafter be applied to the purchase or
redemption of such preferred stock in accordance with the terms of such sinking
fund, regardless of whether at the time of such application full cumulative
dividends on all


<PAGE>

outstanding shares of Series A Preferred Stock through the most recent Dividend
Payment Date shall have been paid in full or declared and a sufficient sum set
apart for payment thereof.

        If a dividend upon any shares of Series A Preferred Stock or any other
outstanding preferred stock of the Company ranking on a parity with the Series A
Preferred Stock as to dividends is in arrears, all dividends or other
distributions on account of such arrearage (other than dividends paid in Common
Stock or any other stock of the Company ranking junior to the Series A Preferred
Stock as to dividends and upon liquidation, dissolution or winding up) will be
declared pro rata so that the amounts of dividends per share declared on the
Series A Preferred Stock and such other series shall in all cases bear to each
other the same ratio that full cumulative dividends per share at the time on the
shares of Series A Preferred Stock and on such other series bear to each other.

        (b) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company if the Company could not, under paragraph (a) of this Section 2,
purchase or otherwise acquire such shares at such time and in such manner.

        3. GENERAL, CLASS AND SERIES VOTING RIGHTS. Except as provided in this
Section 3 and in Section 4 hereof, or as otherwise from time to time required by
law, the Series A Preferred Stock shall have no voting rights.

        So long as any shares of Series A Preferred Stock remain outstanding,
the consent of the holders of at least two-thirds of the shares of Series A
Preferred Stock outstanding at the time (voting separately as a class together,
as to clause (i) below, with all other series of preferred stock ranking on a
parity with the Series A Preferred Stock either as to dividends or the
distribution of assets upon liquidation, dissolution or winding up and upon
which like voting rights have been conferred and are exercisable) given in
person or by proxy, either in writing or at any special or annual meeting called
for the purpose, shall be necessary to permit, effect or validate any one or
more of the following:

          (i) The authorization, creation, issuance or reclassification of
     authorized stock of the Company into, or authorization, creation or
     issuance of any obligation or security convertible into or evidencing a
     right to purchase, any shares of any class of stock of the Company
     (including any class or series of preferred


<PAGE>

     stock) ranking prior to the Series A Preferred Stock or to any other series
     of preferred stock which ranks on a parity with the Series A Preferred
     Stock as to dividends or upon liquidation, dissolution or winding up; or

         (ii) The amendment, alteration or repeal of any of the provisions of
     this Amendment or of these resolutions, whether by merger, consolidation or
     otherwise, which would materially and adversely affect the preferences,
     rights, powers or privileges, qualification, limitations and restrictions
     of the Series A Preferred Stock; provided, however, that the
                                                   --------  -------
     authorization, creation, issuance or increase in the amount of shares of
     any other class or series of capital stock ranking on a parity with or
     junior to the Series A Preferred Stock with respect to the payment of
     dividends and the distribution of assets upon liquidation, dissolution or
     winding up, shall not be deemed to materially and adversely affect such
     preferences, rights, powers or privileges, qualifications, limitations and
     restrictions.

        The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of Series A Preferred Stock shall have
been redeemed or sufficient funds shall have been deposited in trust to effect
such redemption.

        4. DEFAULT VOTING RIGHTS. Whenever at any time dividends payable on the
shares of Series A Preferred Stock shall be in arrears in an amount equal to at
least six full quarterly dividends payable on shares of the Series A Preferred
Stock at the time outstanding, whether or not consecutive quarterly dividend
payment periods, the holders of the outstanding shares of Series A Preferred
Stock shall have the exclusive right (voting separately as a class together with
holders of shares of any one or more other series of preferred stock ranking on
a parity with the Series A Preferred Stock either as to dividends or the
distribution of assets upon liquidation, dissolution or winding up and upon
which like voting rights have been conferred and are exercisable) to elect two
directors of the Company for terms at the Company's next annual meeting of
shareholders (the "Preferred Stock Directors"). If the right to elect Preferred
Stock Directors shall have accrued to the holders of the Series A Preferred
Stock more than 90 days prior to the date established for the next annual
meeting of shareholders and if immediately prior to the accrual of that right
there are at least two vacancies on the full Board of Directors of the Company,
the Chairman of the Board or the President of the Company shall, within 20 days
after


<PAGE>

delivery to the Company at its principal office of a written request for a
special meeting signed by the holders of at least 15 percent of all outstanding
shares of the Series A Preferred Stock, call a special meeting of the holders of
Series A Preferred Stock to be held within 60 days after the delivery of such
request for the purpose of electing such additional directors. At elections for
such Preferred Stock Directors, each holder of Series A Preferred Stock shall be
entitled to one vote for each share held (the holders of shares of any other
series of preferred stock ranking on a parity as aforesaid with the Series A
Preferred Stock and upon which like voting rights have been conferred and are
exercisable being entitled to such number of votes, if any, for each share of
stock held as may be granted to them).

        The Preferred Stock Directors to be elected by the holders of Series A
Preferred Stock (together with any series of preferred stock ranking on a parity
as aforesaid with the Series A Preferred Stock and upon which like Voting rights
have been conferred and are exercisable) shall be in addition to the number of
directors constituting the Board of Directors of the Company immediately prior
to the accrual of that right, unless the Board of Directors is then at its
maximum size, in which case such holders shall be entitled to elect two of such
Directors at the Company's next annual meeting of shareholders. Unless the
voting rights of the holders of such stock have terminated as provided below,
such Preferred Stock Directors shall serve until their successors are elected
and qualified by the holders of Series A Preferred Stock and any other holders
of shares of preferred stock ranking as aforesaid on a parity with the Series A
Preferred Stock and upon which like voting rights have been conferred and are
exercisable.

        Each Preferred Stock Director elected by the holders of shares of Series
A Preferred Stock (together with any other series of preferred stock ranking as
aforesaid on a parity with the Series A Preferred Stock and upon which like
voting rights have been conferred and are exercisable) shall continue to serve
as such director until such time as all dividends accumulated on the Series A
Preferred Stock have been paid in full, at which time, subject to the
requirements of the South Carolina Business Corporation Act of 1988, as amended,
the term of office of all persons elected


<PAGE>

as Preferred Stock Directors by the holders of Series A Preferred Stock
(together with any other series of preferred stock ranking on a parity with the
Series A Preferred Stock and upon which like voting rights have been conferred
and are exercisable) shall forthwith terminate and the number of members of the
Board of Directors shall be reduced accordingly. If the office of any Preferred
Stock Director elected by the holders of Series A Preferred Stock voting as a
class becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise (other than termination upon
the payment in full of all accumulated dividends as aforesaid), the remaining
Preferred Stock Director elected by the holders of Series A Preferred Stock
(together with any other series of preferred stock ranking on a parity with the
Series A Preferred Stock and upon which like voting rights have been conferred
and are exercisable) voting as a class may choose a successor who shall hold
office for the unexpired term in respect of which such vacancy occurred. Any
Preferred Stock Director may be removed by, and shall not be removed otherwise
than by, a majority of the votes to which the holders of the outstanding shares
of Series A Preferred Stock and all other such series of preferred stock ranking
on a parity with the Series A Preferred Stock and upon which like voting rights
have been conferred and are exercisable are entitled. Whenever the term of
office of the Preferred Stock Directors elected by the holders of Series A
Preferred Stock voting as a class shall end and the special voting powers vested
in the holders of Series A Preferred Stock as provided in this Section 4 shall
have expired, the number of directors shall be such number as may be provided
for in the By-Laws or in a resolution of the Board of Directors adopted in
accordance with the By-laws.

        5. REDEMPTION. The outstanding shares of Series A Preferred Stock shall
not be redeemable prior to November 8, 1996. On or after November 8, 1996, the
Series A Preferred Stock may be redeemed at the option of the Company
                                                   ----------------------------
at any time, in whole or in part, at a price of $51.575 per share, plus accrued
and unpaid dividends, if any, if redeemed prior to November 1, 1997 and at the
prices indicated below, plus in each case accrued and unpaid dividends, if any,
if redeemed during the 12-month period beginning November 1 of the years
indicated below:


<PAGE>

<TABLE>
<CAPTION>
                  Redemption                  Redemption
  Year              Price        Year           Price
- -------------   -------------  ------------  ------------
<S>             <C>            <C>           <C>
1997.........   $51.350        2001........  $50.450
1998.........   $51.125        2002........  $50.225
1999.........   $50.900        2003 and
2000.........   $50.675        thereafter..  $ 50.00
</TABLE>

in each case plus accrued and unpaid dividends, if any, up to but excluding the
date fixed for redemption (subject to the right of the holder of record of
shares of Series A Preferred Stock on a record date for the payment of a
dividend on the Series A Preferred Stock to receive the dividend due on such
shares of Series A Preferred Stock on the corresponding Dividend Payment Date).

     No sinking fund, mandatory redemption or other similar provision shall
apply to the Series A Preferred Stock.

        If fewer than all the outstanding shares of Series A Preferred Stock are
to be redeemed, the Company will determine those to be redeemed pro rata as
nearly as practicable, by lot, or by such other method as the Board of Directors
may determine to be fair and appropriate.

        Notice of any proposed redemption of shares of Series A Preferred Stock
shall be mailed by means of first class mail, postage paid, addressed to the
holders of record of the shares of Series A Preferred Stock to be redeemed, at
their respective addresses then appearing in the stock register of the Company,
not less than thirty (30) nor more than sixty (60) days prior to the date fixed
for such redemption (herein referred to as the "Redemption Date"). Each such
notice shall specify (i) the Redemption Date, (ii) the Redemption Price, (iii)
the place for payment and for delivering the stock certificate(s) and transfer
instrument(s) in order to collect the Redemption price; (iv) the shares of
Series A Preferred Stock to be redeemed and (v) the then effective Conversion
Price (as defined below) and that the right of holders of shares of Series A
Preferred Stock being redeemed to exercise their conversion right shall
terminate as to such shares at the close of business on the second business day
next preceding the Redemption Date (provided that no default by the Company in
the payment of the applicable Redemption Price (including any accrued and unpaid
dividends) shall have occurred and be continuing). Any notice mailed in such
manner shall be conclu-


<PAGE>

sively deemed to have been duly given whether or not such notice is in fact
received.

        The holder of any shares of Series A Preferred Stock redeemed upon any
exercise of the Company's redemption right shall not be entitled to receive
payment of the Redemption Price for such shares until such holder shall cause to
be delivered to the place specified in the notice given with respect to such
redemption (i) the certificate(s) representing such shares of Series A Preferred
Stock and (ii) transfer instrument(s) satisfactory to the Company and sufficient
to transfer such shares of Series A Preferred Stock to the Company free of any
adverse interest. No interest shall accrue or be paid on the Redemption Price of
any share of Series A Preferred Stock.

        On and after the Redemption Date for any share of Series A Preferred
Stock, such share shall (provided the Redemption (including any accrued and
unpaid dividends up to but excluding the Redemption Date) of such share has been
paid or properly provided for) be deemed to cease to be outstanding and all
rights of any person other than the Company in such share shall be extinguished
on the Redemption Date for such share (including all rights to receive future
dividends with respect to such share) except for the right to receive the
Redemption Price (including any accrued and unpaid dividends up to but excluding
the Redemption Date), without interest, for such share in accordance with the
provisions of this Section 5, subject to applicable escheat laws. Any interest
accrued on such funds shall be paid to the Company from time to time.

        If any such notice of redemption shall have been duly given or has been
given to a bank or trust company hereinafter referred to in Section 8 with
irrevocable written instruction to promptly give or complete such notice, and if
on or before the Redemption Date all funds necessary for such redemption shall
have been deposited with such a bank or trust company, in trust for the benefit
of the holders of the shares so called for redemption, then, notwithstanding the
certificate or certificates for shares so called for redemption shall not have
been surrendered for redemption, from and after the time of such deposit all
shares so called for redemption shall be deemed to be no longer outstanding, and
all rights with respect to such shares shall forthwith terminate, except only
the right of the holders thereof to receive from such bank or trust company at
any time after the time of such deposit the funds so deposited, without
interest, on or before the date fixed for redemption, and to exercise all
privileges of conversion, if any, not theretofore expired, subject to applicable
escheat laws. Any interest accrued on such funds so held by such bank or trust
company shall be paid to the Company from time to time.


<PAGE>

        In the event that any shares of Series A Preferred Stock shall be
converted into Common Stock pursuant to Section 7 hereof, then (i) the Company
shall not have the right to redeem such shares and (ii) any funds which shall
have been deposited for the payment of the Redemption Price for such shares
shall be returned to the Company immediately after such conversion (subject to
declared dividends payable to holders of shares of Series A Preferred Stock on
the record date for such dividends being so payable, to the extent set forth in
Section 7 hereof).

        Subject to Section 2 hereof and to the following paragraph, the Company
shall have the right to purchase shares of Series A Preferred Stock in the
public market at such prices as may from time to time be available in the public
market for such shares and shall have the right at any time to acquire any
shares of Series A Preferred Stock from the owner of such shares on such terms
as may be agreeable to such owner. Shares of Series A Preferred Stock may be
acquired by the Company from any shareholder pursuant to this paragraph without
offering any other shareholder an equal opportunity to sell his stock to the
Company, and no purchase by the Company from any shareholder pursuant to this
paragraph shall be deemed to create any right on the part of any shareholder to
sell any shares of Series A Preferred Stock (or any other stock) to the Company.

        Notwithstanding the foregoing provisions of this Section 5, and subject
to the provisions of Section 2 hereof, if a dividend upon any shares of Series A
Preferred Stock is past due, (i) no shares of the Series A Preferred Stock may
be redeemed, except (A) by means of a redemption pursuant to which all
outstanding shares of the Series A Preferred Stock are simultaneously redeemed,
or pursuant to which the outstanding shares of the Series A Preferred Stock are
redeemed on a pro rata basis or (B) by conversion of shares of Series A
Preferred Stock into, or exchange of such shares for, Common Stock or any other
stock of the Company ranking junior to the Series A Preferred Stock as to
dividends and upon liquidation, dissolution or winding up, and (ii) neither the
Company nor any subsidiary of the Company shall purchase or otherwise acquire
any shares of the Series A Preferred Stock, except (A) pursuant to a purchase or
exchange offer made on the same terms to all holders of the Series A Preferred
Stock or (B) by conversion of shares of Series A Preferred Stock into, or
exchange of such shares for, Common Stock or any other stock of the Company
ranking junior to the Series A Preferred Stock as to dividends and upon
liquidation, dissolution or winding up.


<PAGE>

        6. LIQUIDATION. In the event of any voluntary or involuntary
dissolution, liquidation or winding up of the Company (for the purposes of this
Section 6, a "Liquidation"), before any distribution of assets shall be made to
the holders of Common Stock or the holders of any other stock of the Company
that ranks junior to the Series A Preferred Stock upon liquidation, dissolution
or winding up, the holder of each share of Series A Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Company
available for distribution to its shareholders, an amount equal to $50 per share
plus all dividends accrued and unpaid on such share up to the date of
distribution of the assets of the Company to the holders of Series A Preferred
Stock, and the holders of any class or series of stock ranking on a parity with
the Series A Preferred Stock as to liquidation, dissolution or winding up shall
be entitled to receive the full respective liquidation preferences (including
any premium), to which they are entitled and shall receive all accrued and
unpaid dividends with respect to their respective shares through and including
the date of distribution.

        If upon any Liquidation of the Company, the assets available for
distribution to the holders of Series A Preferred Stock and any other stock of
the Company ranking on a parity with the Series A Preferred Stock upon
Liquidation which shall then be outstanding shall be insufficient to pay the
holders of all outstanding shares of Series A Preferred Stock and all other such
parity stock the full amounts (including all dividends accrued and unpaid) of
the liquidating distribution to which they shall be entitled, then the holders
of each series of such stock will share ratably in any such distribution of
assets first in proportion to their respective liquidation preferences until
such preferences are paid in full, and then in proportion to their respective
amounts of accrued but unpaid dividends. After payment of any such liquidating
preference and accrued dividends, the holders of shares of the Series A
Preferred Stock will not be entitled to any further participation in any
distribution of assets by the Company.

        For purposes of this Section 6, a Liquidation shall not include (i) any
consolidation or merger of the Company with or into any other corporation, (ii)
any liquidation, dissolution, winding up or reorganization of the Company
immediately followed by reincorporation of another corporation or (iii) a sale
or other disposition of all or substantially all of the Company's assets to
another corporation unless in connection therewith the Liquidation of the
Company is specifically approved.


<PAGE>

        The holder of any shares of Series A Preferred Stock shall not be
entitled to receive any payment owed for such shares under this Section 6 until
such holder shall cause to be delivered to the Company (i) the certificate(s)
representing such shares of Series A Preferred Stock and (ii) transfer
instrument(s) satisfactory to the Company and sufficient to transfer such shares
of Series A Preferred Stock to the Company free of any adverse interest. As in
the case of the Redemption Price, no interest shall accrue on any payment upon
Liquidation after the due date thereof.

        7. CONVERSION PRIVILEGE. The holder of any share of Series A Preferred
Stock shall have the right, at such holder's option (but if such share is called
for redemption, then in respect of such share only to and including but not
after the close of business on the second business day preceding the date fixed
for such redemption, provided that no default by the Company in the payment of
the applicable Redemption Price (including any accrued and unpaid dividends)
shall have occurred and be continuing on the date fixed for such redemption), to
convert such share into that whole number of fully paid and nonassessable shares
of Common Stock equal to a fraction, the numerator of which is the liquidation
preference specified in Section 6 above (excluding accrued but unpaid dividends,
if any) of such share of Series A Preferred Stock surrendered for conversion,
and the denominator of which is the current Conversion Price per share of Common
Stock. The Conversion Price shall initially be $25.3125 per share of Common
Stock and shall be subject to adjustment as set forth below.

        In order to exercise the conversion privilege, the holder of shares of
Series A Preferred Stock shall surrender the certificate(s) representing such
shares, accompanied by transfer instrument(s) satisfactory to the Company and
sufficient to transfer the Series A Preferred Stock being converted to the
Company free of any adverse interest, at any of the offices or agencies
maintained for such purpose by the Company ("Conversion Agent") and shall give
written notice to the Company at such Conversion Agent that the holder elects to
convert such shares. Such notice shall also state the name(s), together with
address(es), in which the certificate(s) for shares of Common Stock which shall
be issuable on such conversion shall be issued. As promptly as practicable after
the surrender of such shares of Series A Preferred Stock as aforesaid, the
Company shall issue and shall deliver at such Conversion Agent to such holder,
or upon such holder's written order, a certificate(s) for the number of full
shares of Common Stock issuable upon the conversion of such shares in accordance
with the provisions hereof, and any fractional interest in respect of a share of


<PAGE>

Common Stock arising upon such conversion shall be settled as provided below.
Balance certificates will be issued for the remaining shares of Series A
Preferred Stock in any case in which fewer than all of the shares of Series A
Preferred Stock represented by a certificate are converted. Each conversion
shall be deemed to have been effected immediately prior to the close of business
on the date on which shares of Series A Preferred Stock shall have been so
surrendered and such notice received by the Company as aforesaid, and the
person(s) in whose name(s) any certificate(s) for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder(s) of
record of the Common Stock represented thereby at such time, unless the stock
transfer books of the Company shall be closed on the date on which shares of
Series A Preferred Stock are so surrendered for conversion, in which event such
conversion shall be deemed to have been effected immediately prior to the close
of business on the next succeeding day on which such stock transfer books are
open, and such person(s) shall be deemed to have become such holder(s) of record
of the Common Stock at the close of business on such later day. In either
circumstance, such conversion shall be at the Conversion Price in effect on the
date upon which such share shall have been surrendered and such notice received
by the Company.

        In the case of any share of Series A Preferred Stock which is converted
after any record date with respect to the payment of a dividend on the Series A
Preferred Stock and on or prior to the next succeeding Dividend Payment Date,
the dividend due on such next succeeding Dividend Payment Date shall be payable
on such Dividend Payment Date to the holder of record of such share as of such
preceding record date notwithstanding such conversion, except that holders of
shares called for redemption on a Redemption Date between the record date and
the Dividend Payment Date will not be entitled to receive such dividend.
However, shares of Series A Preferred Stock surrendered for conversion during
the period between the close of business on any record date with respect to the
payment of a dividend on the Series A Preferred Stock next preceding any
Dividend Payment Date and the opening of business on such Dividend Payment Date
must (except in the case of shares of Series A Preferred Stock which have been
called for redemption on a Redemption Date within such period) be accompanied by
payment in funds acceptable to the Company of an amount equal to the dividend
payable on such next succeeding Dividend Payment Date on the shares of Series A
Preferred Stock being surrendered for conversion. A holder of shares of Series A
Preferred Stock on a dividend record date who (or whose transferee) tenders any
such shares for conversion


<PAGE>

into shares of Common Stock on the corresponding Dividend Payment Date will
receive the dividend payable by the Company on such shares of Series A Preferred
Stock on such Dividend Payment Date, and the converting holder need not include
payment of the amount of such dividend upon surrender of shares of Series A
Preferred Stock for conversion. Except as provided in this paragraph, no payment
or adjustment shall be made upon any conversion on account of any dividends
accrued on shares of Series A Preferred Stock surrendered for conversion or on
account of any dividends on the Common Stock issued upon conversion.

        No fractional shares of Common Stock will be issued, but in lieu
thereof, in the sole discretion of the Board of Directors, either (i) such
fractional interest shall be rounded up to the next whole share, or (ii) an
appropriate amount will be paid in cash by the Company, as described in Section
10 hereof. If more than one certificate representing shares of Series A
Preferred Stock 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
Series A Preferred Stock represented by, such certificates, or the specified
portions thereof to be converted, so surrendered.

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

          (a) In case the Company shall pay or make a dividend or other
     distribution on Common Stock of the Company in Common Stock, the Conversion
     Price in effect at the opening of business on the day following the date
     fixed for the determination of shareholders entitled to receive such
     dividend or other distribution shall be reduced by multiplying such
     Conversion Price by a fraction of which the numerator shall be the number
     of shares of Common Stock outstanding at the close of business on the date
     fixed for such determination and the denominator shall be the sum of such
     number of shares and the total number of shares constituting such dividend
     or other distribution, such reduction to become effective immediately after
     the opening of business on the day following the date fixed for such
     determination. For the purposes of this subsection (a), the number of
     shares of Common Stock at any time outstanding shall not include shares
     held in the treasury of the Company but shall include shares issuable in
     respect of scrip certificates issued in lieu of fractions of shares of
     Common Stock. The Company will not pay any dividend or make any


<PAGE>

     distribution on shares of Common Stock held in the treasury of the Company.

          (b) In case the Company shall issue rights or warrants to all holders
     of its Common Stock entitling them (for a period expiring within 45 days
     after the record date fixed for a distribution of such rights or warrants)
     to subscribe for or purchase shares of Common Stock at a price per share
     less than the current market price per share (determined as provided in
     subsection (g) below) of Common Stock on the date fixed for the
     determination of shareholders entitled to receive such rights or warrants
     (other than pursuant to a dividend reinvestment plan), the Conversion Price
     in effect at the opening of business on the day following the date fixed
     for such determination shall be reduced by multiplying such Conversion
     Price by a fraction of which the numerator shall be the number of shares of
     Common Stock outstanding at the close of business on the date fixed for
     such determination plus the number of shares of Common Stock which the
     aggregate of the offering price of the total number of shares of Common
     Stock so offered for subscription or purchase would purchase at such
     current market price and the denominator shall be the number of shares of
     Common Stock outstanding at the close of business on the date fixed for
     such determination plus the number of shares of Common Stock so offered for
     subscription or purchase, such reduction to become effective immediately
     after the opening of business on the day following the date fixed for such
     determination. For the purposes of this subsection (b), the number of
     shares of Common Stock at any time outstanding shall not include shares
     held in the treasury of the Company but shall include shares issuable in
     respect of scrip certificates issued in lieu of fractions of shares of
     Common Stock. The Company will not issue any rights or warrants in respect
     of shares of Common Stock held in the treasury of the Company. To the
     extent that shares of Common Stock are not delivered after the expiration
     of such rights or warrants, the Conversion Price shall be readjusted to the
     Conversion Price which would then be in effect had the adjustments made in
     respect of the issuance of such rights or warrants been made on the basis
     of delivery of only the number of shares of Common Stock actually
     delivered.

          (c) In case the outstanding shares of Common Stock shall be subdivided
     into a greater number of shares of Common Stock, the Conversion Price in
     effect at the opening of business on the day following the day


<PAGE>

     upon which such subdivision becomes effective shall be proportionately
     reduced, and, conversely, in case the outstanding shares of Common Stock
     shall each be combined into a smaller amount of shares of Common Stock, the
     Conversion Price in effect at the opening of business on the day following
     the day upon which such combination becomes effective shall be
     proportionately increased, such reduction or increase, as the case may be,
     to become effective immediately after the opening of business on the day
     following the day upon which such subdivision or combination becomes
     effective.

          (d) In case the Company shall, by dividend or otherwise, distribute to
     all holders of its Common Stock (i) evidences of its indebtedness and/or
     (ii) cash or other assets (including securities, but excluding Common Stock
     and any rights or warrants referred to in subsection (b) above, dividends
     or distributions in connection with the liquidation, dissolution or winding
     up of the Company, dividends payable solely in cash that may from time to
     time be fixed by the Board of Directors of the Company and dividends or
     distributions referred to in subsection (a) above), then in each case
     (unless the Company elects to reserve such evidences of indebtedness,
     securities or other assets for distribution to the holders of Series A
     Preferred Stock upon the conversion thereof so that any such holder
     converting such shares will receive upon such conversion, in addition to
     the shares of the Common Stock to which such holder is entitled, the amount
     and kind of such evidences of indebtedness, securities or other assets
     which such holder would have received if such holder had, immediately prior
     to the record date for the distribution of the evidences of indebtedness,
     securities or other assets, converted such shares of Series A Preferred
     Stock into Common Stock) the Conversion Price shall be adjusted so that the
     sum shall equal the price determined by multiplying the Conversion Price in
     effect immediately prior to the close of business on such record date by a
     fraction of which the numerator shall be the current market price per share
     (determined as provided in subsection (g) below) of the Common Stock on
     such record date less the then fair market value (as determined by the
     Board of Directors, whose determination shall be conclusive and shall be
     described in a statement filed with any Conversion Agent) of the portion of
     the cash or other assets, evidences of indebtedness or securities so
     distributed (and for which an adjustment to the Conversion Price has not
     previously been made pursuant to the terms of this


<PAGE>

     Section 7) applicable to one share of Common Stock and the denominator
     shall be such current market price per share of the Common Stock, such
     adjustment to become effective immediately prior to the opening of business
     on the day following such record date. However, in the event the then fair
     market value (as so determined) of the portion of the evidences of
     indebtedness, securities or other assets so distributed applicable to one
     share of Common Stock is equal to or greater than the current market price
     of the Common Stock on such record date, in lieu of the foregoing
     adjustment, adequate provision shall be made so that each holder of shares
     of Series A Preferred Stock shall have the right to receive upon conversion
     thereof the amount and kind of evidences of indebtedness, securities or
     other assets such holder would have received had he converted such shares
     on such record date. If the Board of Directors determines the fair market
     value of any distribution for purposes of this subparagraph by reference to
     the actual or when issued trading market for any securities comprising a
     distribution of securities, it shall in doing so consider the price in such
     market over the period used in computing the current market price of the
     Common Stock.

          The occurrence of a distribution or the occurrence of any other event
     as a result of which holders of shares of Series A Preferred Stock
     converting such shares into Common Stock hereunder will not be entitled to
     receive rights issued pursuant to any shareholders protective rights
     agreement that may be adopted by the Company (the "Rights") in the same
     amount and manner as if such holders had converted such shares immediately
     prior to the occurrence of such event shall be deemed a distribution of
     Rights for the purposes of conversion adjustments pursuant to this
     subparagraph. In lieu of making any adjustment to the Conversion Price
     under this subparagraph as a result of such a distribution of Rights, the
     Company may, at its option, provide that Rights shall be issuable in the
     same amount and manner upon conversion of the Series A Preferred Stock
     without regard to whether the shares of Common Stock issuable upon
     conversion of the Series A Preferred Stock were issued before or after such
     distribution or other event.

          (e) In case the Company shall, by dividend or otherwise, at any time
     distribute to all holders of its Common Stock cash (excluding (i) any cash
     dividends on the Common Stock to the extent that the aggregate cash
     dividends per share of Common Stock in any consecutive 12-month period do
     not exceed the greater of (a)


<PAGE>

     the amount per share of Common Stock of the cash dividends paid on the
     Common Stock in the next preceding 12-month period, to the extent that such
     dividends for the preceding 12-month period did not require an adjustment
     to the Conversion Price pursuant to this subparagraph (as adjusted to
     reflect subdivisions or combinations of the Common Stock) and (b) 15% of
     the average daily Closing Prices (as hereinafter defined) of the Common
     Stock for the ten consecutive Trading Days (as hereinafter defined)
     immediately prior to the date of declaration of such dividend, (ii) any
     dividend or distribution in connection with the liquidation, dissolution or
     winding up of the Company, whether voluntary or involuntary, and (iii) any
     redemption of Rights issued under a rights agreement) then, in each such
     case, unless the Company elects to reserve such an amount of cash for
     distribution to the holders of the Series A Preferred Stock so that any
     such holder converting such shares will receive upon such conversion, in
     addition to the shares of the Common Stock to which such holder is
     entitled, the amount of cash which such holder would have received if such
     holder had, immediately prior to the record date for such distribution of
     cash, converted its shares of Series A Preferred Stock into Common Stock,
     the Conversion Price shall be reduced so that the same shall equal the
     price determined by multiplying the Conversion Price in effect at the close
     of business on such record date by a fraction of which the numerator shall
     be the last reported sales price of the Common Stock on such record date
     less the amount of cash so distributed (to the extent not excluded as
     provided above) applicable to one share of Common Stock, and the
     denominator shall be such last reported sales price of the Common Stock,
     such reduction to become effective immediately prior to the opening of
     business on the day following such record date; provided, however, that in
                                                     --------  -------
     the event the portion of the cash so distributed applicable to one share of
     Common Stock is equal to or greater than the last reported sales price of
     the Common Stock on such record date, in lieu of the foregoing adjustment,
     adequate provision shall be made so that each holder of shares of Series A
     Preferred Stock shall thereafter have the right to receive upon conversion
     the amount of cash such holder would have received had such holder
     converted each share of Series A Preferred Stock on such record date. If
     any adjustment is required to be made as set forth in this subparagraph as
     a result of a distribution which is a dividend described in subclause (i)
     of this subparagraph, such adjustment would be based upon the


<PAGE>

     amount by which such distribution exceeds the amount of the dividend
     permitted to be excluded pursuant to such subclause (i) of this
     subparagraph. If an adjustment is required to be made pursuant to this
     subparagraph as a result of a distribution which is not such a dividend,
     such adjustment would be based upon the full amount of such distribution.

          (f) In case of the consummation of a tender or exchange offer (other
     than an odd-lot tender offer) made by the Company or any subsidiary of the
     Company for all or any portion of the Common Stock to the extent that the
     cash and value of any other consideration included in such payment per
     share of Common Stock exceeds the first reported sales price per share of
     Common Stock on the Trading Day next succeeding the Expiration Time (as
     defined below), the Conversion Price shall be reduced so that the same
     shall equal the price determined by multiplying the Conversion Price in
     effect immediately prior to the last time tenders or exchanges may be made
     pursuant to such tender or exchange offer (the "Expiration Time") by a
     fraction of which the numerator shall be the number of shares of Common
     Stock outstanding (including any tendered or exchanged shares) on the
     Expiration Time multiplied by the first reported sales price of the Common
     Stock on the Trading Day next succeeding the Expiration Time, and the
     denominator shall be the sum of (A) the fair market value (determined by
     the Board of Directors, whose determination shall be conclusive and
     described in a resolution of the Board of Directors) of the aggregate
     consideration payable to shareholders based on the acceptance (up to any
     maximum specified in the terms of the tender or exchange offer) of all
     shares validly tendered or exchanged and not withdrawn as of the Expiration
     Time (the shares deemed so accepted, up to any such maximum, being referred
     to as the "Purchased Shares") and (B) the product of the number of shares
     of Common Stock outstanding (less any Purchased Shares) on the Expiration
     Time and the first reported sales price of the Common Stock on the Trading
     Day next succeeding the Expiration Time, such reduction to become effective
     immediately prior to the opening of business on the day following the
     Expiration Time.

          (g) For the purpose of any computation under this Section 7, the
     current market price per share of Common Stock on any day shall be deemed
     to be the average of the daily Closing Prices (as hereinafter defined) per
     share of Common Stock for the ten consecutive Trading Days prior to and
     including the date in question;


<PAGE>

     provided, however, that (1) if the "ex" date (as hereinafter defined) for
     --------  -------
     any event (other than the issuance, distribution or Fundamental Change
     requiring such computation) that requires an adjustment to the Conversion
     Price pursuant to this Section 7 occurs during such ten consecutive Trading
     Days and prior to the "ex" date for the issuance, distribution or
     Fundamental Change requiring such computation, the Closing Price for each
     Trading Day prior to the "ex" date for such other event shall be adjusted
     by multiplying such Closing Price by the same fraction by which the
     Conversion Price is so required to be adjusted as a result of such other
     event, (2) if the "ex" date for any event (other than the issuance,
     distribution or Fundamental Change requiring such computation) that
     requires an adjustment to the Conversion Price pursuant to such
     subparagraphs hereof occurs on or after the "ex" date for the issuance,
     distribution or Fundamental Change requiring such computation and on or
     prior to the date in question, the Closing Price for each Trading Day on
     and after the "ex" date for such other event shall be adjusted by
     multiplying such Closing Price by the reciprocal of the fraction by which
     the Conversion Price is so required to be adjusted as a result of such
     other event (provided that in the event that such fraction is required to
     be determined at a date subsequent to the date in question and with
     reference to events taking place subsequent to the date in question, the
     Board of Directors of the Company or, to the extent permitted by applicable
     law, a duly authorized committee thereof, whose determination shall be
     conclusive and described in a resolution of the Board of Directors or such
     duly authorized committee thereof, as the case may be, shall estimate such
     fraction based on assumptions it deems reasonable regarding such events
     taking place subsequent to the date in question, and such estimated
     fraction shall be used for purposes of such adjustment until such time as
     the actual fraction by which the Conversion Price is so required to be
     adjusted as a result of such other event is determined), and (3) if the
     "ex" date for the issuance, distribution or Fundamental Change requiring
     such computation is on or prior to the date in question, after taking into
     account any adjustment required pursuant to clause (1) or (2) of this
     proviso, the Closing Price for each Trading Day on or after such "ex" date
     shall be adjusted by adding thereto the amount of any cash and the fair
     market value (as determined by the Board of Directors or, to the extent
     permitted by applicable law, a duly authorized committee thereof in a
     manner consistent with any


<PAGE>

     determination of such value for purposes of the subparagraphs of this
     Section 7, whose determination shall be conclusive and described in a
     resolution of the Board of Directors or such duly authorized committee
     thereof, as the case may be) of the evidences of indebtedness, shares of
     capital stock or assets being distributed applicable to one share of Common
     Stock as of the close of business an the day before such "ex" date. For
     purposes of this paragraph, the term "ex" date, (1) when used with respect
     to any issuance, distribution or Fundamental Change, means the first date
     on which the Common Stock trades regular way on the relevant exchange or in
     the relevant market from which the Closing Price was obtained without the
     right to receive such issuance, such distribution or the cash, securities,
     property or other assets distributable in such Fundamental Change to
     holders of the Common Stock, (2) when used with respect to any subdivision
     or combination of shares of Common Stock, means the first date on which the
     Common Stock trades regular way on such exchange or in such market after
     the time at which such subdivision or combination becomes effective, and
     (3) when used with respect to any tender or exchange offer means the first
     date on which the Common Stock trades regular way on such exchange or in
     such market after the Expiration Time of such offer.

          (h) No adjustment in the Conversion Price shall be required pursuant
     to this Section 7 unless the adjustment would require a change of at least
     1% of such price; provided, however, that any adjustments which by reason
                       --------  -------
     of this subsection are not required to be made shall be carried forward and
     taken into account in any subsequent adjustment. All calculations shall be
     made to the nearest cent or to the nearest 1/100th of a share, as the case
     may be. The Board of Directors of the Company from time to time may, to the
     extent permitted by law, reduce the Conversion Price by any amount for any
     period of at least 20 days, in which case the Company shall give at least
     15 days' notice of such reduction. In addition, the Company may, at its
     option, make such reductions in the Conversion Price in addition to those
     set forth in this Section 7, as it considers to be advisable in order to
     avoid or diminish any income tax to any holders of shares of Common Stock
     resulting from any dividend or distribution of stock or issuance of rights
     or warrants to purchase or subscribe for stock or from any event treated as
     such for income tax purposes or for any other reasons. The Company shall
     have the power to resolve any ambiguity or


<PAGE>

     correct any error with regard to the preceding sentence and its actions in
     so doing shall be final and conclusive. Notwithstanding anything to the
     contrary within this Section 7, the Conversion Price shall not be less than
     the greater of $1.00 or the par value, if any, per share of the Common
     Stock. In the event an adjustment provided for herein would result in a
     Conversion Price of less than $1.00 or the par value, if any, such adjusted
     Conversion Price shall be such greater amount per share.

          Whenever the Conversion Price is adjusted as herein provided, (i) the
     Company shall promptly file with any Conversion Agent a Certificate of a
     duly authorized officer of the Company or of a firm of independent public
     accountants setting forth the Conversion Price after such adjustment and
     setting forth a brief statement of the facts requiring such adjustment, and
     the manner of computing the same, which certificate, if of a firm of
     independent public accountants, shall be conclusive evidence of the
     correctness of such adjustment, and (ii) a notice stating that the
     Conversion Price has been adjusted and setting forth the adjusted
     Conversion Price shall forthwith be given by the Company to any Conversion
     Agent and mailed by the Company to each holder of shares of Series A
     Preferred Stock at such holder's last address as the same appears on the
     books of the Company.

          In any case in which this Section 7 provides that an adjustment shall
     become effective immediately after a record date for an event, the Company
     may defer until the occurrence of such event (A) issuing to the holder of
     any share of Series A Preferred Stock converted after such record date and
     before the occurrence of such event 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 (B) paying to such holder any amount
     in cash in lieu of any fractional shares pursuant to this Section 7.

          For purposes of this Section 7, "Common Stock" includes any stock of
     any class of the Company which has no preference in respect of dividends or
     of amounts payable in the event of any voluntary or involuntary
     liquidation, dissolution or winding-up of the Company and which is not
     subject to redemption by the Company. However, subject to the provisions of
     this Section 7,


<PAGE>

     shares issuable on conversion of shares of Series A Preferred Stock shall
     include only shares of the class designated as Common Stock of the Company
     on the date of the initial issuance of Series A Preferred Stock by the
     Company, or shares of any class or classes resulting from any
     reclassification or reclassifications thereof and which have no preference
     in respect of dividends or of amounts payable in the event of any voluntary
     or involuntary liquidation, dissolution or winding up of the Company and
     which are not subject to redemption by the Company; provided that if at any
     time there shall be more than one such resulting class, the shares of each
     such class then so issuable shall be substantially in the proportion which
     the total number of shares of such class resulting from all such
     reclassifications bears to the total number of shares of all such classes
     resulting from all such reclassifications.

          In case:

               (i) the Company shall declare a dividend (or any other
          distribution) on its Common Stock that would cause an adjustment to
          the Conversion Price of the Series A Preferred Stock pursuant to the
          terms of any of the subsections above (including such an adjustment
          that would occur but for the terms of the first sentence of subsection
          (h) above); or

              (ii) the Company shall authorize the granting to the holders of
          its Common Stock generally of rights or warrants (for a period
          expiring within 45 days after the record date fixed for a distribution
          of such rights and warrants) to subscribe for or purchase any shares
          of capital stock of any class or of any other rights; or

             (iii) the outstanding shares of Common Stock shall be subdivided
          into a greater number of shares of Common Stock or combined into a
          smaller number of shares of Common Stock; or

              (iv) of any reclassification of the Common Stock of the Company
          (other than a subdivision or combination of its outstanding shares of
          Common Stock), or of any consolidation, merger or share exchange to
          which the Company is a party and for which approval of any
          shareholders of the Company is required, or of the sale or transfers
          of all or


<PAGE>

          substantially all of the assets of the Company or a compulsory share
          exchange; or

               (v)  of the voluntary or involuntary dissolution, liquidation or
          winding up of the Company;

     then the Company shall cause to be filed with any Conversion Agent, and
     shall cause to be mailed to all holders of shares of Series A Preferred
     Stock at each such holder's last address as the same appears on the books
     of the Company, at least 20 days prior to the applicable record or
     effective date hereinafter specified, a notice stating (A) the date on
     which a record is to be taken for the purpose of such dividend,
     distribution, 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, rights or warrants are to be determined, or
     (B) the date on which such reclassification, consolidation, merger, share
     exchange, sale, transfer, dissolution, liquidation or winding up is
     expected to become effective, 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, cash or other property deliverable
     upon such reclassification, consolidation, merger, share exchange, sale,
     transfer, dissolution, liquidation or winding up. Neither the failure to
     give such notice nor any defect therein shall affect the legality or
     validity of the proceedings described in clauses (i) through (v) above.

        The Company will pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common
Stock on conversions of shares of Series A Preferred Stock pursuant hereto;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the holder of the shares of
Series A Preferred Stock to be converted and no such issue or delivery shall be
made unless and until the person requesting such issue or delivery has paid to
the Company the amount of any such tax or has established, to the satisfaction
of the Company, that such tax has been paid.

        The Company covenants that all shares of Common Stock which may be
delivered upon conversions of shares of Series A Preferred Stock will upon
delivery be duly and


<PAGE>

validly issued and fully paid and nonassessable, free of all liens and charges
and not subject to any preemptive rights.

        The Company 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, a sufficient number of shares of Common
Stock for the purpose of effecting conversions of shares of Series A Preferred
Stock not theretofore converted. For purposes of this reservation of Common
Stock, the number of shares of Common Stock which shall be deliverable upon the
conversion of all outstanding shares of Series A Preferred Stock shall be
computed as if at the time of computation all outstanding shares of Series A
Preferred Stock were held by a single holder. The issuance of shares of Common
Stock upon conversion of shares of Series A Preferred Stock is hereby authorized
in all respects.

        If any shares of Common Stock required to be reserved for purposes of
conversion of the Series A Preferred Stock hereunder require registration with
or approval of any governmental authority under any Federal or State law before
such shares may be issued upon conversion, the Company will in good faith and as
expeditiously as possible endeavor to cause such shares to be duly registered or
approved, as the case may be. If the Common Stock is listed on the New York
Stock Exchange, the NASDAQ Stock Market ("Nasdaq") or any other national
securities exchange, the Company will, in good faith and as expeditiously as
possible, endeavor, if permitted by the rules of such exchange or system, to
list and keep listed on such exchange or system, upon official notice of
issuance, all shares of Common Stock issuable upon conversion of the Series A
Preferred Stock.

        Notwithstanding the provisions in this Section 7, 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 Company and the investment of
additional optional amounts in shares of Common Stock under any such plan
(whether any such plan is now or hereafter authorized), or the issuance of any
shares of Common Stock or options or rights to purchase such shares pursuant to
any employee benefit plan or program of the Company or any subsidiary (whether
any such plan or program is now or hereafter authorized), or pursuant to any
option, warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date the Series A Preferred Stock was first designated,
shall not be deemed to constitute an issuance of Common


<PAGE>

Stock or exercisable, exchangeable or convertible securities by the Company to
which any of the adjustment provisions described above applies. There shall be
no adjustment of the Conversion Price in case of the issuance of any stock (or
securities convertible into or exchangeable for stock) of the Company except as
described in this Section 7. Except as expressly set forth in this Section 7, if
any action would require adjustment of the Conversion Price pursuant to more
than one of the provisions described above, only one adjustment shall be made
and such adjustment shall be the amount of adjustment which has the highest
absolute value.

        In the event that the Company shall be a party to any transaction
constituting a recapitalization, reclassification, consolidation, merger, sale,
transfer of all or substantially all of its assets or share exchange (including
without limitation any (i) recapitalization or reclassification of shares of the
Common Stock (other than a change from no par value to par value, or from par
value to no par value, or as a result of a subdivision or combination of the
Common Stock)), (ii) any consolidation of the Company with, or merger of the
Company into, any other corporation, any merger of another corporation into the
Company as a result of which holders of Common Stock shall be entitled to
receive securities or other property or assets (including cash) with respect to
or in exchange for the Common Stock (other than a merger which does not result
in a reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock of the Company), (iii) any sale or transfer of all or
substantially all of the assets of the Company, or (iv) any compulsory share
exchange, pursuant to any of which the holders of Common Stock shall be entitled
to receive other securities, cash or other property), then appropriate provision
shall be made as part of the terms of such transaction so that the holder of
each share of Series A Preferred Stock then outstanding shall have the right
thereafter to convert such share only into (1) in the case of a Non-Stock
Fundamental Change (as hereinafter defined) and subject to funds being legally
available for such purpose under applicable law at the time of such conversion,
the kind and amount of securities, cash and other property that would have been
receivable upon such recapitalization, reclassification, consolidation, merger,
sale, transfer or share exchange by a holder of the number of shares of Common
Stock into which such share of Series A Preferred Stock might have been
converted immediately prior to such recapitalization, reclassification,
consolidation, merger, sale, transfer or share exchange, after giving effect to
any adjustment in the Conversion Price required by the provisions which follow,
and (2) in the case of a Common


<PAGE>

Stock Fundamental Change (as hereinafter defined), common stock of the kind
received by holders of Common Stock as a result of such Common Stock Fundamental
Change in an amount determined pursuant to the provisions of this Section 7. The
company formed by such consolidation or resulting from such merger or which
acquires such assets or which acquires the Company's shares, as the case may be,
shall make provisions in its certificate or articles of incorporation or other
constituent document to establish such right. Such certificate or articles of
incorporation or other constituent document shall provide for adjustments which,
for events subsequent to the effective date of such certificate or articles of
incorporation or other constituent document, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section 7. The above
provisions shall similarly apply to successive recapitalizations,
reclassifications, consolidations, mergers, sales, transfer or share exchanges.

        Notwithstanding any other provisions in this Section 7 to the contrary,
if any Fundamental Change (as hereinafter defined) occurs, then the Conversion
Price in effect will be adjusted immediately following such Fundamental Change
as described below. In addition, in the event of a Common Stock Fundamental
Change, each share of Series A Preferred Stock shall be convertible solely into
Common Stock of the kind received by holders of Common Stock as the result of
such Common Stock Fundamental Change.

        For purposes of calculating any adjustment to be made pursuant to this
Section 7 in the event of a Fundamental Change, immediately following such
Fundamental Change (and for such purposes a Fundamental Change shall be deemed
to occur on the earlier of (a) the occurrence of such Fundamental Change and (b)
the date, if any, fixed for determination of shareholders entitled to receive
the cash, securities, property or other assets distributable in such Fundamental
Change to holders of the Common Stock):

          (i) in the case of a Non-Stock Fundamental Change, the Conversion
     Price per share of Common Stock shall be the lower of (A) the Conversion
     Price in effect immediately prior to such Non-Stock Fundamental Change, but
     after giving effect to any other adjustments effected pursuant to this
     Section 7, and (B) the product of (1) the greater of the Applicable Price
     (as hereinafter defined) and the applicable Reference Market Price (as
     hereinafter defined) and (2) a fraction, the numerator of which shall be
     $50 and the denominator of which shall be the amount at which one share of
     Series A Preferred Stock would be redeemed by


<PAGE>

     the Company if the redemption date were the date of such Non-Stock
     Fundamental Change (such denominator being the sum of (1) the redemption
     price set forth in the table contained in Section 5(a) above, or if the
     Non-Stock Fundamental Change occurs during the period commencing on the
     date of original issue of the Series A Preferred Stock and ending October
     31, 1994, and for the 12-month periods commencing November 1, 1994 and
     November 1, 1995, and for the period commencing November 1, 1996 and ending
     November 7, 1996, $52.250, $52.025, $51.800 and $51.575, respectively, and
     (2) any accrued and unpaid dividends on the Series A Preferred Stock,
     whether or not declared, to but excluding the date of such Non-Stock
     Fundamental Change); and

         (ii) in the case of a Common Stock Fundamental Change, the Conversion
     Price per share of Common Stock shall be the Conversion Price in effect
     immediately prior to such Common Stock Fundamental Change, but after giving
     effect to any other adjustments effected pursuant to this Section 7,
     multiplied by a fraction, the numerator of which is the Purchaser Stock
     Price (as hereinafter defined) and the denominator of which is the
     Applicable Price; provided, however, that in the event of a Common Stock
                       --------  -------
     Fundamental Change in which (A) 100% of the value of the consideration
     received by a holder of Common Stock is common stock of the successor,
     acquiror or other third party (and cash, if any, paid with respect to any
     fractional interests in such common stock resulting from such Common Stock
     Fundamental Change and (B) all of the Common Stock shall have been
     exchanged for, converted into or acquired for common stock (and cash, if
     any, with respect to fractional interests) of the successor, acquiror or
     other third party, the Conversion Price per share of Common Stock
     immediately following such Common Stock Fundamental Change shall be the
     Conversion Price in effect immediately prior to such Common Stock
     Fundamental Change multiplied by a fraction, the numerator of which is one
     (1) and the denominator of which is the number of shares of common stock of
     the successor, acquiror, or other third party received by a holder of one
     share of Common Stock as a result of such Common Stock Fundamental Change.

          The following definitions shall apply to terms used in this Section 7:

          (a)  "Applicable Price" shall mean (i) in the event of a Non-Stock
     Fundamental Change in which the


<PAGE>

     holders of the Common Stock receive only cash, the amount of cash received
     by the holder of one share of Common Stock and (ii) in the event of any
     other Non-Stock Fundamental Change or any Common Stock Fundamental Change,
     the average of the Closing Prices for one share of the Common Stock during
     the ten Trading Days immediately prior to the record date for the
     determination of the holders of Common Stock entitled to receive cash,
     securities, property or other assets in connection with such Non-Stock
     Fundamental Change or Common Stock Fundamental Change or, if there is no
     such record date, prior to the date upon which the holders of the Common
     Stock shall have the right to receive such cash, securities, property or
     other assets. The Closing Price on any Trading Day may be subject to
     adjustment as provided in this Section 7.

          (b) "Closing Price" with respect to any securities on any day shall
     mean the closing sale price, regular way, on such day or, in case no such
     sale takes place on such day, the average of the reported closing bid and
     asked prices, regular way, in each case on Nasdaq or, if such security is
     not listed or admitted to trading on such Exchange, on the principal
     national securities exchange or quotation system on which such security is
     quoted or listed or admitted to trading or, if not quoted or listed or
     admitted to trading on any national securities exchange or quotation
     system, the average of the closing bid and asked prices of such security on
     the over-the-counter market on the date in question as reported by the
     National Quotation Bureau Incorporated, or a similarly generally accepted
     reporting service, or if not so available, in such manner as furnished by
     any New York Stock Exchange member firm selected from time to time by the
     Board of Directors of the Company for that purpose or a price determined in
     good faith by the Board of Directors of the Company. The Closing Price on
     any Trading Day may be subject to adjustment as provided in this Section 7.

          (c) "Common Stock Fundamental Change" shall mean any Fundamental
     Change in which more than 50% of the value (as determined in good faith by
     the Board of Directors of the Company or, to the extent permitted by
     applicable law, a duly authorized committee thereof) of the consideration
     received by the holders of Common Stock pursuant to such transaction
     consists of common stock that, for the ten consecutive Trading Days
     immediately prior to such Fundamental Change, has been admitted for listing
     or admitted for listing subject to


<PAGE>

     notice of issuance on a national securities exchange or quoted on
     Nasdaq; provided, however, that a Fundamental Change shall not be a
                 --------  -------
     Common Stock Fundamental Change unless either (i) the Company continues to
     exist after the occurrence of such Fundamental Change and the outstanding
     shares of Series A Preferred Stock continue to exist as outstanding shares
     of Series A Preferred Stock, or (ii) not later than the occurrence of such
     Fundamental Change, the outstanding shares of Series A Preferred Stock are
     converted into or exchanged for shares of convertible preferred stock of a
     corporation succeeding to the business of the Company, which convertible
     preferred stock has powers, preferences and relative, participating,
     optional or other rights, and qualifications, limitations and restrictions
     substantially similar to those of the Series A Preferred Stock.

          (d) "Fundamental Change" shall mean the occurrence of any transaction
     or event or series of transactions or events pursuant to which all or
     substantially all of the Common Stock shall be exchanged for, converted
     into, acquired for or constitutes solely the right to receive cash,
     securities, property or other assets (whether by means of an exchange
     offer, liquidation, tender offer, consolidation, merger, combination,
     reclassification, recapitalization or otherwise); provided, however, in the
                                                       --------  -------
     case of a plan involving more than one such transaction or event, for
     purposes of adjustment of the Conversion Price, such Fundamental Change
     shall be deemed to have occurred when substantially all of the Common Stock
     of the Company has been exchanged for, converted into, or acquired for or
     constitutes solely the right to receive cash, securities, property or other
     assets, but the adjustment shall be based upon the consideration which the
     holders of Common Stock received in such transaction or event as a result
     of which more than 50% of the Common Stock of the Company shall have been
     exchanged for, converted into, or acquired for or shall constitute solely
     the right to receive cash, securities, property or other assets; provided,
                                                                      --------
     further, that such term does not include (i) any transaction or event in
     -------
     which the Company and/or any of its subsidiaries are the issuers of all the
     cash, securities, property or other assets exchanged, acquired or otherwise
     issued in such transaction or event, or (ii) any transaction or event in
     which the holders of Common Stock receive securities of an issuer other
     than the Company if, immediately following such transaction or event, those
     holders hold a majority of the securities having the power to vote


<PAGE>

     normally in the election of directors of such other issuer outstanding
     immediately following such transaction or other event.

          (e) "Non-Stock Fundamental Change" shall mean any Fundamental Change
     other than a Common Stock Fundamental Change.

          (f) "Purchaser Stock Price" shall mean, with respect to any Common
     Stock Fundamental Change, the average of the Closing Prices for one share
     of the common stock received by holders of Common Stock in such Common
     Stock Fundamental Change during the ten Trading Days immediately prior to
     the record date for the determination of the holders of Common Stock
     entitled to receive such common stock or, if there is no such record date,
     prior to the date upon which the holders of the Common Stock shall have the
     right to receive such common stock. The Closing Price on any Trading Day
     may be subject to adjustment as provided in this Section 7.

          (g) "Reference Market Price" shall initially mean $13.50 (which is an
     amount equal to 66 2/3% of the last reported sales price for the Common
     Stock on Nasdaq on October 26, 1993) and, in the event of any adjustment to
     the Conversion Price other than as a result of a Fundamental Change, the
     Reference Market Price shall also be adjusted so that the ratio of the
     Reference Market Price to the Conversion Price after giving effect to any
     such adjustment shall always be the same as the ratio of $13.50 to the
     initial Conversion Price set forth in this Section 7.

          (h) "Trading Day" shall mean (A) if the applicable security is listed
     or admitted for trading on the New York Stock Exchange or another national
     securities exchange, a day on which the New York Stock Exchange or such
     other national securities exchange is open for business or (B) if the
     applicable security is quoted on Nasdaq, a day on which trades may be made
     on such National Market System or (C) if the applicable security is not
     otherwise listed, admitted for trading or quoted, any day other than a
     Saturday or Sunday or on a day on which banking institutions in the State
     of New York are authorized or obligated by law or executive order to close.

        8.  PAYMENTS.  The Company may provide funds for any payment of the
            --------
Redemption Price prior to the Redemption Date for any shares of Series A
Preferred Stock or any


<PAGE>

amount distributable with respect to any Series A Preferred Stock under Section
6 hereof by depositing such funds with a bank or trust company selected by the
Company having a net worth of at least $100,000,000 and having its principal
place of business in New York, New York, Charlotte or Winston-Salem, North
Carolina, or Atlanta, Georgia, in trust for the benefit of the holders of such
shares of Series A Preferred Stock under arrangements providing irrevocably for
payment upon satisfaction of any conditions to such payment by the holders of
such shares of Series A Preferred Stock which shall reasonably be required by
the Company. Except as otherwise provided in Section 5 (seventh paragraph), the
Company shall be entitled to make any deposit of funds contemplated by this
Section 8 under arrangements designed to permit such funds to generate interest
or other income for the Company, and the Company shall be entitled to receive
all interest and other income earned by any funds while they shall be deposited
as contemplated by this Section 8, provided that the Company shall maintain on
deposit funds sufficient to satisfy all payments which the deposit arrangement
shall have been established to satisfy. If the conditions precedent to the
disbursement of any funds deposited by the Company pursuant to Section 5 or this
Section 8 shall not have been satisfied within two years after the establishment
of such funds, then (i) such funds shall be returned to the Company upon its
request; (ii) after such return, such funds shall be free of any trust which
shall have been impressed upon them; (iii) the person entitled to the payment
for which such funds shall have been originally intended shall have the right to
look only to the Company for such payment, subject to applicable escheat laws;
and (iv) the trustee which shall have held such funds shall be relieved of any
responsibility for such funds upon the return of such funds to the Company.

        Any payment which may be owed for the payment of the Redemption Price
for any shares of Series A Preferred Stock pursuant to Section 5 hereof or the
payment of any amount distributable with respect to any shares of Series A
Preferred Stock under Section 6 hereof shall be deemed to have been "paid or
properly provided for" upon the earlier to occur of: (i) the date upon which
funds sufficient to make such payment shall be deposited in a manner
contemplated by the preceding paragraph or (ii) the date upon which a check
payable to the person entitled to receive such payment shall be delivered to
such person or mailed to such person at either the address of such person then
appearing on the books of the Company or such other address as the Company shall
deem reasonable.


<PAGE>

        9.  STATUS OF REACQUIRED SHARES OF SERIES A PREFERRED STOCK.  Shares of
            -------------------------------------------------------
Series A Preferred Stock issued and reacquired by the Company (including,
without limitation, shares of Series A Preferred Stock which have been redeemed
pursuant to the terms of Section 5 hereof and shares of Series A Preferred Stock
which have been converted into shares of Common Stock) shall have the status of
authorized and unissued shares of preferred stock, undesignated as to series,
subject to later issuance.

        10.  FRACTIONAL SHARES.  In the event the holder of Series A Preferred
             -----------------
Stock shall be entitled to receive a fractional interest in a share of Series A
Preferred Stock or a fractional interest in a share of Common Stock, except as
otherwise provided herein, the Company shall either, in the sole discretion of
the Board of Directors, (i) round such fractional interest up to the next whole
share of Series A Preferred Stock or Common Stock, as the case may be, or (ii)
deliver cash in the amount of the fair market value (as determined by the Board
of Directors or in any manner prescribed by the Board of Directors) of such
fractional interest.

        11.  PREEMPTIVE RIGHTS.  The Series A Preferred Stock is not entitled to
             -----------------
preemptive or subscription rights in respect of any securities of the Company.

        12.  LEGAL HOLIDAYS.  In any case where any Dividend Payment Date, any
             --------------
Redemption Date or the last date on which a holder of Series A Preferred Stock
has the right to convert such holder's shares of Series A Preferred Stock shall
not be a Business Day (as defined below), then (notwithstanding any other
provision of these resolutions or of the Series A Preferred Stock) payment of a
dividend due or a Redemption Price or conversion of the shares of Series A
Preferred Stock need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Dividend Payment Date or Redemption Date or last day for conversion, provided
                                                                     --------
that, for purposes of computing such payment, no interest shall accrue for the
period from and after such Dividend Payment Date or Redemption Date, as the case
may be. As used in this Section 12, "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in New York, New York, Charlotte or Winston-Salem, North Carolina, or Atlanta,
Georgia, are authorized or obligated by law or executive order to close.


<PAGE>

          (b) Common Stock. The Common Stock shall be entitled to unlimited
voting rights as provided by law, and together with the Preferred Stock, but
subject to the prior rights of the Preferred Stock, shall be entitled to receive
the net assets of the corporation upon any involuntary or voluntary liquidation,
dissolution or winding up of the corporation.

          (c) Certain Dividends. Shares of one class or series (including,
without limitation, rights, options or warrants for the purchase or other
acquisition of shares) may be issued by the Board of Directors as a dividend in
respect of shares of any class or series.

5. Total authorized capital stock is  0 .
                                     ---

6. The existence of the corporation began as of the filing date with the
   Secretary of State or to be effective May 10, 1899.

7. The number of directors constituting the board of directors of the
   corporation is 15 and the names and addresses of the persons who are to serve
   as directors until the first annual meeting of shareholders or until their
   successors be elected and qualify are as follows:


              Name                               Address

(a)     SEE ATTACHMENT
    -----------------------            -------------------------

(b)
    -----------------------            -------------------------

(c)
    -----------------------            -------------------------

(d)
    -----------------------            -------------------------

 8.  The general nature of the business for which the corporation is organized
     is as follows: (It is not necessary to set forth the powers enumerated in
     Section 33-3-10 of 1976 Code) Manufacturing and selling articles made of
     wood, paper, iron, cloth, or other materials, buying and selling
     merchandise of all kinds, and such other business as is properly connected
     with the conduct of these undertakings, including the buying, selling and
     holding of real estate, erection of power plant stations.

 9.  Additional provisions included in the articles of incorporation are as
     follows:

       (a) Board of Directors. Notwithstanding anything in Item 7 of the
Restated Articles of Incorporation, the number of directors of the corporation
shall be (i) the number fixed from time to time by the Board of Directors, which
shall not be less than nine, plus (ii) any directors elected exclusively by the
holders of Preferred Stock as provided in these articles. Except for any
director elected exclusively by the holders of Preferred Stock, the directors
shall continue to be divided into three classes of as nearly equal size as
possible. Each class shall be elected to serve a term of three years. At each
Annual Meeting of Shareholders, directors shall be elected to fill any vacancies
in any class of the Board of Directors. Directors so elected shall serve until
the Annual Meeting of Shareholders in the year in which their terms expire. No
person who is not then already a director of the corporation shall be eligible
to be elected as a director at the Annual Meeting of Shareholders unless such
person shall have been nominated in writing, with such notice delivered to the
Secretary of the corporation, not less than sixty days prior to such Annual
Meeting.

       (b) Noncumulative Voting. Shareholders shall not have the right to
cumulate their votes in the election of Directors.

       (c) No Preemptive Rights. The corporation elects not to have preemptive
rights with respect to its shares, whether now or hereafter authorized.

       (d) Removal of Directors. Directors may be removed only for cause.
Removal of a Director or the entire Board of Directors for cause shall only be
accomplished by a vote of the


<PAGE>

     holders of at least a majority of the outstanding shares then entitled to
     vote at an election for such Directors, subject to the provisions of the
     laws of the State of South Carolina.

          (e) Liability of Directors. No Director of the corporation shall be
     personally liable to the corporation or to its shareholders for monetary
     damages for breach of fiduciary duty as a Director, except to the extent
     such exemption from liability or limitation thereof is not permitted under
     the laws of South Carolina, as presently in effect or as the same may
     hereafter be amended. No amendment, modification or repeal of this Article
     9(e) shall adversely affect any right or protection that exists at the time
     of such amendment, modification, or repeal.

          (f) Quorum or Voting Requirement for Shareholders. The shareholders
     are authorized to adopt or amend a by-law that fixes a greater quorum or
     voting requirement for shareholders (or voting groups of shareholders) than
     is required by the laws of the State of South Carolina.


<PAGE>

      10. The name and address of each incorporator is as follows: Not necessary
for Restated Articles.

    Name          Street & Res. No.      City         County         State

These Restated Articles of Incorporation are executed and filed pursuant to
Resolution of the Board of Directors of Sonoco Products Company duly adopted on
July 20, 1988, and in accordance with Section 33-15-80, Code of Laws of South
Carolina (1976); it is hereby expressly recited that they purport merely to
restate, but not to change the provisions of the original Articles (that is the
Charter of the Corporation, originally named Southern Novelty Company, dated May
10, 1899) as heretofore amended and supplemented, and that there is no
discrepancy between such provisions and the provisions of these Restated
Articles.

          /s/ Charles W. Coker
          -------------------------             -------------------------
          Signature of Incorporator                Type or Print Name

           /s/ Harris E. DeLoach
          -------------------------             -------------------------
          Signature of Incorporator                Type or Print Name

           Date: September 1, 1988*
                 -----------------

   STATE OF SOUTH CAROLINA
   COUNTY OF DARLINGTON

         The undersigned Charles W. Coker and Harris E. DeLoach, Jr.
                         ----------------     ----------------------
   do hereby certify that they are the President and Assistant Secretary of
   Sonoco Products Company and are authorized to execute this verification; that
   each of the undersigned does hereby certify that he or she has read the
   foregoing document, understands the meaning and purport of the statements
   therein contained and the same are true to the best of his or her information
   and belief.

                                             /s/ Charles W. Coker
          -------------------------          ------------------------
          Signature of Incorporator                 President

                                             /s/ Harris E. DeLoach
          -------------------------          ------------------------
          Signature of Incorporator              Asst. Secretary

                             CERTIFICATE OF ATTORNEY


   I, Harriet E. Wilmeth, an attorney licensed to practice in the State of South
   Carolina, certify that the corporation, to whose articles of incorporation
   this certificate is attached, has complied with the requirements of Chapter 7
   of Title 33 of the Code of Laws of South Carolina (1976) relating to the
   organization of corporations, and that in my opinion, the corporation is
   organized for a lawful purpose.

   Date: September 1, 1988*                  /s/ Harriet E. Wilmeth
                                             ------------------------
                                                     Signature

                                                Harriet E. Wilmeth
                                             ------------------------
                                                Type or Print Name

                                                 Wilmeth & Jones
                                             ------------------------

                                               Post Office Box 1139
                                             -------------------------
                                                      Address

                                             Hartsville,   SC     29550
                                             ----------------------------
                                             City        State   Zip Code


* As amended on April 28, 1989, November 2, 1993, and May 4, 1994.



<PAGE>

                                SCHEDULE OF FEES
         (Payable at time of filing Articles with Secretary of State)

Fee for filing Articles                       $5.00
In addition to the above, $.40
for each $1,000.00 of the
aggregate value of shares
which the corporation is
authorized to issue, but in
no case

less than                                     40.00

nor more than                              1,000.00

NOTE: THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED FOR
      FILING. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS
      AND A CHECK IN THE AMOUNT OF $10.00 PAYABLE TO THE SOUTH CAROLINA TAX
      COMMISSION.


<PAGE>

                                  ATTACHMENT
                                  ----------

                 BOARD OF DIRECTORS OF SONOCO PRODUCTS COMPANY*


Charles J. Bradshaw, Spartanburg, South Carolina
Charles W. Coker, Hartsville, South Carolina
Fitz L. H. Coker, Myrtle Beach, South Carolina
James L. Coker, Charleston, South Carolina
Thomas C. Coxe, III, Darlington, South Carolina
Alan T. Dickson, Charlotte, North Carolina
C. Kirkland Dunlap, Jr., Hartsville, South Carolina
Robert E. Elberson, Chicago, Illinois
James C. Fort, Hartsville, South Carolina
Edgar H. Lawton, Jr., Hartsville, South Carolina
Hugh L. McColl, Jr., Charlotte, North Carolina
R. Roy Pearce, Columbia, South Carolina
Paul J. Rizzo, Chapel Hill, North Carolina
Donald R. Russell, Hartsville, South Carolina
E. Craig Wall, Jr., Conway, South Carolina

* As of October 7, 1988. For a current listing of the Board of Directors, refer
  to Item 10 of the Company's Form 10-K Annual Report.