RESTATED ARTICLES OF INCORPORATION
                                       OF
                               SHOE CARNIVAL, INC.
                      (FORMERLY KNOWN AS SCI INDIANA, INC.)

                  SCI Indiana, Inc., an Indiana corporation (the "Corporation"),
and the survivor of a merger with Shoe Carnival, Inc., a Delaware corporation,
effected pursuant to a Plan and Agreement of Merger dated April 25, 1996,
desiring to amend and restate its Articles of Incorporation, pursuant to the
Indiana Business Corporation Law (the "IBCL") and to change its name, submits
the following Restated Articles of Incorporation:

                                    ARTICLE I

               The name of the Corporation is Shoe Carnival, Inc.

                                   ARTICLE II

                  The address of its registered office is 8233 Baumgart Road,
Evansville, Indiana 47711, and the name of its registered agent at such address
is Mark L. Lemond.

                                   ARTICLE III

                  The nature of the business or purposes to be conducted or
promoted are:

                  (a) To engage in any lawful act or activity for which
corporations  may be organized under the IBCL; and

                  (b) In general, to possess and exercise all the powers and
privileges granted by the IBCL or by any other law of Indiana or by these
Restated Articles of Incorporation, together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the Corporation.

                                   ARTICLE IV

                  Section 1. Capital Stock. The total number of shares of all
classes of capital stock which the Corporation shall have authority to issue is
55,000,000 shares, consisting of 50,000,000 shares of Common Stock, par value
$.01 per share ("Common Stock"), and 5,000,000 shares of Preferred Stock, par
value $.01 per share("Preferred Stock").

                  Section 2. Common Stock.

                  (a) Subject to any voting rights that may be conferred upon
the holders of any series of the Preferred Stock established by the Board of
Directors pursuant to authority herein provided, and except as otherwise
provided by law, the shares of Common Stock shall entitle the holders thereof to
one vote for each share upon all matters upon which shareholders have the right
to vote.

                  (b) Subject to any limitations prescribed in this Article IV
and any further limitations prescribed in accordance therewith, and subject to
any prior rights that may be conferred upon the holders of any series of the
Preferred Stock established by the Board of Directors pursuant to authority
herein provided, and except as otherwise provided by law, the holders of shares
of Common Stock shall be entitled to receive when and as declared by the Board
of Directors, out of the assets of the Corporation which are by law available
therefor, pro rata dividends payable either in cash, in property or securities
of the Corporation.

                  (c) Subject to any prior rights that may be conferred upon the
holders of any series of the Preferred Stock established by the Board of
Directors pursuant to authority herein provided, holders of shares of Common
Stock will be entitled to receive pro rata all of the remaining assets of the

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Corporation available for distribution to its shareholders in the event of any
liquidation, dissolution or winding up of the Corporation.

                  Section 3. Preferred Stock.

                  (a) Except as required by the IBCL or by the provisions of
these Restated Articles of Incorporation adopted by the Board of Directors
pursuant to subsection (b) of this Section 3 describing the terms of the
Preferred Stock or a series thereof, the holders of Preferred Stock shall have
no voting rights or powers. Shares of Preferred Stock shall, when validly issued
by the Corporation, entitle the record holder thereof to vote as and on such
matters, but only as and on such matters, as the holders thereof are entitled to
vote under the IBCL or under the provisions of these Restated Articles of
Incorporation adopted by the Board of Directors pursuant to subsection (b) of
this Section 3 describing the terms of the Preferred Stock or a series thereof
(which provisions may provide for special, conditional, limited, or unlimited
voting rights, including multiple or fractional votes per share, or for no right
to vote, except to the extent required by the IBCL) and subject to such
shareholder disclosure and recognition procedures (which may include voting
prohibition sanctions) as the Corporation may by action of the Board of
Directors establish.

                  (b) Preferred Stock may be issued from time to time in one or
more series, each such series to have such distinctive designation and such
preferences, limitations, and relative voting and other rights as shall be set
forth in these Restated Articles of Incorporation. Subject to the requirements
of the IBCL and subject to all other provisions of these Restated Articles of
Incorporation, the Board of Directors of the Corporation may create one or more
series of Preferred Stock and may determine the preferences, limitations, and
relative voting and other rights of one or more series of Preferred Stock before
the issuance of any shares of that series by the adoption of an amendment to
these Restated Articles of Incorporation that specifies the terms of the series
of Preferred Stock. All shares of a series of Preferred Stock must have
preferences, limitations, and relative voting and other rights identical with
those of other shares of the same series and, if the description of the series
set forth in these Restated Articles of Incorporation so provides, no series of
Preferred Stock need have preferences, limitations, or relative voting or other
rights identical with those of any other series of Preferred Stock.

                  Before issuing any shares of a series of Preferred Stock, the
Board of Directors shall adopt an amendment to these Restated Articles of
Incorporation, which shall be effective without any shareholder approval or
other action, that sets forth the preferences, limitations, and relative voting
and other rights of the series, and authority is hereby expressly vested in the
Board of Directors, by such amendment:

                  (1) To fix the distinctive designation of such series and the
         number of shares which shall constitute such series, which number may
         be increased or decreased (but not below the number of shares thereof
         then outstanding) from time to time by action of the Board of
         Directors;

                  (2) To fix the voting rights of such series, which may consist
         of special, conditional, limited, or unlimited voting rights, including
         multiple or fractional votes per share, or no right to vote (except to
         the extent required by the IBCL);

                  (3) To fix the dividend or distribution rights of such series
         and the manner of calculating the amount and time for payment of
         dividends or distributions, including, but not limited to:

                        (A)  the dividend rate, if any, of such series;

                        (B)  any limitations, restrictions, or conditions on
                  the payment of dividends or other distributions, including
                  whether dividends or other distributions shall be
                  noncumulative or cumulative or partially cumulative and, if
                  so, from which date or dates;

                        (C)  the relative rights of priority, if any, of
                  payment of dividends or other distributions on shares of that
                  series in relation to Common Stock and shares of any other
                  series of Preferred Stock; and

                        (D)  the form of dividends or other distributions, which
                  may be payable at the option of the Corporation, the

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                  shareholder, or another person (and in such case to prescribe
                  the terms and conditions of exercising such option), or upon
                  the occurrence of a designated event in cash, indebtedness,
                  stock or other securities or other property, or in any
                  combination thereof, and to make provisions, in the case of
                  dividends or other distributions payable in stock or other
                  securities, for adjustment of the dividend or distribution
                  rate in such events as the Board of Directors shall determine;

                  (4) To fix the price or prices at which, and the terms and
         conditions on which, the shares of such series may be redeemed or
         converted, which may be

                       (A)   at the option of the Corporation, the shareholder,
                   or another person or upon the occurrence of a designated
                   event;

                       (B)   for cash, indebtedness, securities, or other
                   property or any combination thereof; and

                       (C)   in a designated amount or in an amount determined
                   in accordance with a designated formula or by reference to
                   extrinsic data or events;

                  (5) To fix the amount or amounts payable upon the shares of
         such series in the event of any liquidation, dissolution, or winding up
         of the Corporation and the relative rights of priority, if any, of
         payment upon shares of such series in relation to Common Stock and
         shares of any other series of special shares; and to determine whether
         or not any such preferential rights upon dissolution need be considered
         in determining whether or not the Corporation may make dividends,
         repurchases, or other distributions;

                  (6) To determine whether or not the shares of such series
         shall be entitled to the benefit of a sinking fund to be applied to the
         purchase or redemption of such series and, if so entitled, the amount
         of such fund and the manner of its application;

                  (7) To determine whether or not the issue of any additional
         shares of such series or of any other series in addition to such series
         shall be subject to restrictions in addition to restrictions, if any,
         on the issue of additional shares imposed in the provisions of these
         Restated Articles of Incorporation fixing the terms of any outstanding
         series of Preferred Stock theretofore issued pursuant to this Section 3
         and, if subject to additional restrictions, the extent of such
         additional restrictions; and

                  (8) Generally to fix the other preferences or rights, and any
         qualifications, limitations, or restrictions of such preferences or
         rights, of such series to the full extent permitted by the IBCL;
         provided, however, that no such preferences, rights, qualifications,
         limitations, or restrictions shall be in conflict with these Restated
         Articles of Incorporation or any amendment hereof.

         (c) Preferred Stock of any series that has been redeemed (whether
through the operation of a sinking fund or otherwise) or purchased by the
Corporation, or which, if convertible, has been converted into shares of the
Corporation of any other class or series, may be reissued as a part of such
series or of any other series of Preferred Stock, subject to such limitations
(if any) as may be fixed by the Board of Directors with respect to such series
of Preferred Stock in accordance with subsection (b) of this Section 3.

                                    ARTICLE V

                  Section 1. Classification of Board of Directors. The Board of
Directors shall be divided into three classes, as nearly equal in number as the
then total number of directors constituting the entire Board permits with the
term of office of one class expiring each year. The term of the first class of
directors shall expire at the annual meeting of shareholders in 1997, and the
term of the second and third classes of directors shall expire at the annual
meetings of shareholders in 1998 and 1999, respectively. Upon expiration of the


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terms set forth herein, each class of directors shall be elected for a three
year term expiring at the third succeeding annual meeting of shareholders. As of
the date of adoption of these Restated Articles of Incorporation, the directors
of the Corporation and their classes are as follows: David H. Russell - first
class; William E. Bindley and Mark L. Lemond - second class; and J. Wayne Weaver
and Gerald W. Schoor - third class. Any vacancies in the Board of Directors for
any reason, and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall be elected and
qualified. Notwithstanding the foregoing, and except as otherwise required by
law, whenever the holders of any one or more series of Preferred Stock shall
have the right, voting separately as a class, to elect one or more directors of
the Corporation, the terms of the director or directors elected by such holders
shall expire at the next succeeding annual meeting of shareholders. Subject to
the foregoing, at each annual meeting of shareholders the successors to the
class of directors whose term shall then expire shall be elected to hold office
for a term expiring at the third succeeding annual meeting.

                  Section 2. Removal of Directors. Notwithstanding any other
provisions of the IBCL, these Restated Articles of Incorporation or the By- Laws
of the Corporation (and notwithstanding the fact that some lesser percentage may
be specified by law, these Restated Articles of Incorporation or the By-Laws of
the Corporation), one or more directors of the Corporation may be removed at any
time, with or without cause, by the affirmative vote of the holders of a
majority or more of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the shareholders called for that
purpose, or by a majority vote of the entire Board of Directors. Notwithstanding
the foregoing, and except as otherwise required by law, whenever the holders of
any one or more series of Preferred Stock shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
provisions of this Section shall not apply with respect to the director or
directors elected by such holders of Preferred Stock.

                                   ARTICLE VI

                  The Corporation shall, to the fullest extent permitted by
Indiana law, as amended from time to time, indemnify, and advance expenses to,
each of its now acting and former directors, officers, employees and agents,
whenever any such currently acting or former director, officer, employee or
agent is made a party or threatened to be made a party in any action, suit or
proceeding by reason of his service as such with the Corporation.

                                   ARTICLE VII

                  Section 1. Supermajority Vote for Business Combinations.
Except as provided in Sections 2 and 3 hereof, neither the Corporation nor its
Subsidiaries, if any, shall become a party to any Business Combination with a
Related Person without the prior affirmative vote at a meeting of the
Corporation's shareholders:

                  (a) Of at least 80% of the outstanding shares of all classes
         of Voting Stock of the Corporation considered for purposes of this
         Article VII as a single class, and

                  (b) Of an Independent Majority of Shareholders.

                  Such favorable votes shall be in addition to any shareholder
vote which would be required without reference to this Section 1 and shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified by law or elsewhere in these Restated
Articles of Incorporation or the By-Laws of the Corporation or otherwise.

                  Section 2. Fair Price Exception. The provisions of Section 1
of this Article VII shall not apply to a Business Combination if all of the
conditions set forth in subsections (a) through (d) are satisfied.

                  (a) The fair market value of the property, securities, or
other consideration to be received per share by holders of each class or series
of capital stock of the Corporation in the Business Combination is not less, as
of the date of the consummation of the Business Combination (the
"Consummation Date"), than the higher of the following: (1) the highest per

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share price (with appropriate adjustments for recapitalizations and for stock
splits, stock dividends, and like distributions), including brokerage
commissions and solicitation fees paid by the Related Person in acquiring any of
its holdings of such class or series of capital stock within the two-year period
immediately prior to the first public announcement of the proposed Business
Combination ("Announcement Date") plus interest compounded annually from the
date that the Related Person became a Related Person (the "Determination Date"),
or if later from a date two years before the Consummation Date, through the
Consummation Date, at the rate publicly announced as the "prime rate" of
interest of Citibank, N.A. (or of such other major bank headquartered in New
York as may be selected by a majority of the Continuing Directors) from time to
time in effect, less the aggregate amount of any cash dividends paid and the
fair market value of any dividends paid in other than cash on each share of such
stock from the date from which interest accrues under the preceding clause
through the Consummation Date up to but not exceeding the amount of interest so
payable per share; OR (2) the fair market value per share of such class or
series on the Announcement Date as determined by the highest closing sale price
during the 30-day period immediately preceding the Announcement Date if such
stock is listed on a securities exchange registered under the Securities
Exchange Act of 1934 or, if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to such stock during the 30-day
period preceding the Announcement Date on the National Association of Securities
Dealers, Inc. Automated Quotation System or any similar system then in use, or
if no such quotations are available, the fair market value of such stock
immediately prior to the first public announcement of the proposed Business
Combination as determined by the Continuing Directors in good faith. In the
event of a Business Combination upon the consummation of which the Corporation
would be the surviving corporation or company or would continue to exist (unless
it is provided, contemplated, or intended that as part of such Business
Combination or within one year after consummation thereof a plan of liquidation
or dissolution of the Corporation will be effected), the term "other
consideration to be received" shall include (without limitation) Common Stock
and/or the shares of any other class of stock retained by shareholders of the
Corporation other than Related Persons who are parties to such Business
Combination;

                  (b) The consideration to be received in such Business
Combination by holders of each class or series of capital stock of the
Corporation other than the Related Person involved shall, except to the extent
that a shareholder agrees otherwise as to all or part of the shares which he or
she owns, be in the same form and of the same kind as the consideration paid by
the Related Person in acquiring the majority of the shares of capital stock of
such class or series already Beneficially Owned by it;

                  (c) After such Related Person became a Related Person and
prior to the consummation of such Business Combination: (1) such Related Person
shall have taken steps to ensure that the Board of Directors of the Corporation
included at all times representation by Continuing Directors proportionate to
the ratio that the number of shares of Voting Stock of the Corporation from time
to time owned by shareholders who are not Related Persons bears to all shares of
Voting Stock of the Corporation outstanding at the time in question (with a
Continuing Director to occupy any resulting fractional position among the
Directors); (2) such Related Person shall not have acquired from the
Corporation, directly or indirectly, any shares of capital stock of the
Corporation (except upon conversion of convertible securities acquired by it
prior to becoming a Related Person or as a result of a pro rata stock dividend,
stock split, or division of shares or in a transaction which satisfied all
applicable requirements of this Article VII); (3) such Related Person shall not
have acquired any additional shares of Voting Stock of the Corporation or
securities convertible into or exchangeable for shares of Voting Stock except as
a part of the transaction which resulted in such Related Person's becoming a
Related Person; and (4) such Related Person shall not have received the benefit,
directly or indirectly (except proportionately as a shareholder), of any loans,
advances, guarantees, pledges, or other financial assistance or tax credits
provided by the Corporation or any Subsidiary, or made any major change in the
Corporation's business or equity capital structure or entered into any contract,
arrangement, or understanding with the Corporation except any such change,
contract, arrangement, or understanding as may have been approved by the
favorable vote of not less than a majority of the Continuing Directors of the
Corporation; and

                  (d) A proxy or information statement complying with the
requirements of the Securities Exchange Act of 1934 and the rules and
regulations of the Securities and Exchange Commission thereunder, as then in
force for corporations subject to the requirements of Section 14 of such Act
(even if the Corporation is not otherwise subject to Section 14 of such Act),


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shall have been mailed to all holders of shares of the Corporation's capital
stock entitled to vote with respect to such Business Combination. Such proxy or
information statement shall contain on the face page thereof, in a prominent
place, any recommendations as to the advisability (or inadvisability) of the
Business Combination which the Continuing Directors, or any of them, may have
furnished in writing and, if deemed advisable by a majority of the Continuing
Directors, a fair summary of an opinion of a reputable investment banking firm
addressed to the Corporation as to the fairness (or lack of fairness) of the
terms of such Business Combination from the point of view of the holders of
shares of Voting Stock other than any Related Person (such investment banking
firm to be selected by a majority of the Continuing Directors, to be furnished
with all information it reasonably requests, and to be paid a reasonable fee for
its services upon receipt by the Corporation of such opinion).

                  Section 3. Director Approval Exception. The provisions of
Section 1 of this Article VII shall not apply to a Business Combination if:

                  (a) The Continuing Directors of the Corporation, by an
affirmative vote of not less than a majority of all Continuing Directors, (1)
have expressly approved a memorandum of understanding with the Related Person
with respect to the Business Combination prior to the time that the Related
Person became a Related Person and the Business Combination is effected on
substantially the same terms and conditions as are provided by the memorandum of
understanding, or (2) have otherwise approved the Business Combination (this
provision is incapable of satisfaction unless there is at least one Continuing
Director); or

                  (b) The Business Combination is solely between the Corporation
and another corporation, one hundred percent (100%) of the Voting Stock of which
is owned directly or indirectly by the Corporation.

                  Section 4. Definitions. For purposes of this Article VII:

                  (a) A "Business Combination" means:

                  (1) The sale, exchange, lease, transfer, or other disposition
         to or with a Related Person or any Affiliate or Associate of such
         Related Person by the Corporation or any Subsidiaries (in a single
         transaction or a Series of Related Transactions) of all or
         substantially all, or any Substantial Part, of its or their assets or
         businesses (including, without limitation, securities issued by a
         Subsidiary, if any);

                  (2) The purchase, exchange, lease, or other acquisition by the
         Corporation or any Subsidiaries (in a single transaction or a Series of
         Related Transactions) of all or substantially all, or any Substantial
         Part, of the assets or business of a Related Person or any Affiliate or
         Associate of such Related Person;

                  (3) Any merger or consolidation of the Corporation or any
         Subsidiary thereof into or with a Related Person or any Affiliate or
         Associate of such Related Person or into or with another Person which,
         after such merger or consolidation, would be an Affiliate or an
         Associate of a Related Person, in each case irrespective of which
         Person is the surviving entity in such merger or consolidation;

                  (4) Any reclassification of securities, recapitalization, or
         other transaction (other than a redemption in accordance with the terms
         of the security redeemed) which has the effect, directly or any
         Subsidiary thereof which are Beneficially Owned by a Related Person, or
         any partial or complete liquidation, spinoff, splitoff, or splitup of
         the Corporation or any Subsidiary thereof; provided, however, that this
         Section 4(a)(4) shall not relate to any transaction that has been
         approved by a majority of the Continuing Directors; or

                  (5) The acquisition upon the issuance thereof of Beneficial
         Ownership by a Related Person of shares of Voting Stock or securities
         convertible into shares of Voting Stock or any voting securities or
         securities convertible into voting securities of any Subsidiary of the
         Corporation, or the acquisition upon the issuance thereof of Beneficial
         Ownership by a Related Person of any rights, warrants, or options to
         acquire any of the foregoing or any combination of the foregoing shares
         of Voting Stock or voting securities of a Subsidiary, if any.

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                  (b) A "Series of Related Transactions" shall be deemed to
include not only a series of transactions with the same Related Person, but also
a series of separate transactions with a Related Person or any Affiliate or
Associate of such Related Person.

                  (c) A "Person" shall mean any individual, firm, corporation,
or other entity and any partnership, syndicate, or other group.

                  (d) "Related Person" shall mean any Person (other than the
Corporation or any Subsidiary of the Corporation or the Continuing Directors,
singly or as a group) who or that at any time described in the last sentence of
the penultimate paragraph of this subsection (d):

                  (1) is the Beneficial Owner, directly or indirectly, of more
         than ten percent (10%) of the voting power of the outstanding shares of
         Voting Stock and who has not been the Beneficial Owner, directly or
         indirectly, of more than ten percent (10%) of the voting power of the
         outstanding shares of Voting Stock for a continuous period of two years
         prior to the date in question; or

                  (2) is an Affiliate of the Corporation and at any time within
         the two-year period immediately prior to the date in question (but not
         continuously during such two-year period) was the Beneficial Owner,
         directly or indirectly, of ten percent (10%) or more of the voting
         power of the then outstanding shares of Voting Stock; or

                  (3) is an assignee of or has otherwise succeeded to any shares
         of the Voting Stock which were at any time within the two-year period
         immediately prior to the date in question beneficially owned by any
         Related Person, if such assignment or succession shall have occurred in
         the course of a transaction or series of transactions not involving a
         public offering within the meaning of the Securities Act of 1933, as
         amended.

                  A Related Person shall be deemed to have acquired a share of
stock of the Corporation at the time when such Related Person became the
Beneficial Owner thereof. For the purposes of determining whether a Person is
the Beneficial Owner of ten percent (10%) or more of the voting power of the
then outstanding Voting Stock, the outstanding Voting Stock shall be deemed to
include any Voting Stock that may be issuable to such Person pursuant to a right
to acquire such Voting Stock and that is therefore deemed to be Beneficially
Owned by such Person pursuant to Section 4(e)(2)(A). A Person who is a Related
Person at (1) the time any definitive agreement relating to a Business
Combination is entered into, (2) the record date for the determination of
shareholders entitled to notice of and to vote on a Business Combination, or (3)
the time immediately prior to the consummation of a Business Combination shall
be deemed a Related Person.

                  A Related Person shall not include the Board of Directors of
the Corporation acting as a group. In addition, a Related Person shall not
include any Person who is the Beneficial Owner of more than ten percent (10%) of
the outstanding shares of Voting Stock of the predecessor of the Corporation,
Shoe Carnival, Inc., a Delaware corporation, formerly known as DAR Group
Investments, Inc., on January 15, 1993.

                  (e) A Person shall be a "Beneficial Owner" of any shares of
         Voting Stock:

                  (1) which such Person or any of its Affiliates or Associates
         beneficially owns, directly or indirectly; or

                  (2) which such Person or any of its Affiliates or Associates
         has (A) the right to acquire (whether such right is exercisable
         immediately or only after the passage of time), pursuant to any
         agreement, arrangement, or understanding or upon the exercise of
         conversion rights, exchange rights, warrants, or options, or otherwise,
         or (B) the right to vote pursuant to any agreement, arrangement, or
         understanding; or

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                  (3) which are beneficially owned, directly or indirectly, by
         any other Person with which such person or any of its Affiliates or
         Associates has any agreement, arrangement, or understanding for the
         purpose of acquiring, holding, voting, or disposing of any shares of
         Voting Stock.

                  (f) An "Affiliate" of, or a person Affiliated with, a specific
Person means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified.

                  (g) The term "Associate" used to indicate a relationship with
any Person, means (1) any corporation or organization (other than this
Corporation or a majority-owned Subsidiary of this Corporation) of which such
Person is an officer or partner or is, directly or indirectly, the Beneficial
Owner of five percent (5%) or more of any class of equity securities, (2) any
trust or other estate in which such Person has a substantial beneficial interest
or as to which such Person serves as trustee or in a similar fiduciary capacity,
(3) any relative or spouse of such Person, or any relative of such spouse, who
has the same home as such Person, or (4) any investment company registered under
the Investment Company Act of 1940, as amended, for which such Person or any
Affiliate of such Person serves as investment adviser.

                  (h) "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Related Person set forth in Section 4(d) hereof, the term "Subsidiary" shall
mean only a corporation of which a majority of each class of equity security is
owned, directly or indirectly, by the Corporation.

                  (i) "Continuing Director" means any member of the Board of
Directors of the Corporation (the "Board") who is not associated with the
Related Person and was a member of the Board prior to the time that the Related
Person became a Related Person, and any successor of a Continuing Director who
is not associated with the Related Person and is recommended to succeed a
Continuing Director by not less than two-thirds of the Continuing Directors then
on the Board.

                  (j) "Independent Majority of Shareholders" shall mean the
holders of the outstanding shares of Voting Stock representing a majority of all
the votes entitled to be cast by all shares of Voting Stock other than shares
Beneficially Owned or controlled, directly or indirectly, by a Related Person.

                  (k) "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation or another corporation entitled to vote
generally on the election of Directors, and each reference to a proportion of
shares of Voting Stock shall refer to such proportion of the votes entitled to
be cast by such shares.

                  (l) "Substantial Part" means properties and assets involved in
any single transaction or a Series of Related Transactions having an aggregate
fair market value of more than ten percent (10%) of the total consolidated
assets of the Person in question as determined immediately prior to such
transaction or Series of Related Transactions.

                  Section 5. Director Determinations. A majority of the
Continuing Directors shall have the power to determine for the purposes of this
Article VII, on the basis of information known to them: (a) the number of shares
of Voting Stock of which any Person is the Beneficial Owner, (b) whether a
Person is an Affiliate or Associate of another, (c) whether a Person has an
agreement, arrangement, or understanding with another as to the matters referred
to in the definition of "Beneficial Owner," (d) whether the assets subject to
any Business Combination constitute a Substantial Part, (e) whether two or more
transactions constitute a Series of Related Transactions, and (f) such other
matters with respect to which a determination is required under this Article
VII.

                  Section 6. Fiduciary Obligations Unaffected. Nothing in this
Article VII shall be construed to relieve any Related Person from any fiduciary
duty imposed by law.

                  Section 7. Article VII Nonexclusive. The provisions of this
Article VII are nonexclusive and are in addition to any other provisions of law
or these Restated Articles of Incorporation or the By-Laws of the Corporation
relating to Business Combinations, Related Persons, or similar matters.

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                                  ARTICLE VIII

                  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Restated Articles of Incorporation in
the manner now or hereafter prescribed by statute. Notwithstanding any other
provision of these Restated Articles of Incorporation or the By-Laws of the
Corporation (and in addition to any other vote that may be required by law,
these Restated Articles of Incorporation or the By-Laws), the affirmative vote
of the holders of at least 80% of the outstanding shares of the capital stock of
the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) shall be required to amend, alter or
repeal any provision of Articles VI, VII, or VIII of these Restated Articles of
Incorporation.