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                                                                   EXHIBIT 3(a)

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MALAN CONSTRUCTION COMPANY


         1. These Amended and Restated Articles of Incorporation are executed
    pursuant to the provisions of Section 643 of the Michigan Business
    Corporation Act (the "Act").

         2. The present name of the Corporation is: Malan Construction Company.

         3. The corporation identification number (CID) assigned by the Bureau
    is: 001957.

         4. Except for the corporation's present name, Malan Construction
    Company, the Corporation has not used any name other than MCC Construction
    Company.

         5. The date of filing the original Articles of Incorporation was June
    11, 1969.

         6. These Amended and Restated Articles of Incorporation were duly
    adopted on the 16th day of June, 1994, in accordance with the provisions of
    Section 641 of the Act and were duly adopted by the written consent of all
    the shareholders entitled to vote in accordance with Section 407(2) of the
    Act.

         7. The following Amended and Restated Articles of Incorporation
    supersede the Articles of Incorporation and shall be the Articles of
    Incorporation of the Corporation:


                                    ARTICLE I
                                      Name

         The name of the Corporation is:  Malan Realty Investors, Inc.


                                   ARTICLE II
                                     Purpose

         The purpose for which the Corporation is organized is to:
          
         1. own, hold, manage, acquire, develop, redevelop and dispose of and
            invest in any type of retail real property or mixed use real
            property having a retail component of significant value in relation
            to the value of the entire mixed use real property, including any
            entity whose material assets include such real properties;
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         2. qualify as a REIT (as hereinafter defined); and

         3. engage in any other lawful act or activity for which corporations
            may be organized under the Michigan Business Corporation Act, in
            addition to any of the foregoing purposes, that is consistent with
            the Corporation's qualification as a REIT.


                                   ARTICLE III
                                     Capital

         1. Classes and Number of Shares.

         The total number of shares of all classes of stock that the Corporation
shall have authority to issue is 35,000,000 shares. The classes and the
aggregate number of shares of stock of each class are as follows:

         30,000,000 shares of Common Stock, par value $0.01 per share (the
"Common Stock"), and

         5,000,000 shares of Preferred Stock, par value $0.01 per share (the
"Preferred Stock").

         2. Powers, Rights and Limitations of the Common Stock.

         A statement of all or any of the relative rights, preferences and
limitations of the shares of Common Stock is as follows:

            (a)      Dividend Rights.  The holders of shares of the Common Stock
shall be entitled to receive such dividends as may be declared by the Board of
Directors of the Corporation (the "Board of Directors" or "Directors").

            (b)      Rights Upon Liquidation.  In the event of any voluntary or 
involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of, the Corporation, each holder of shares of the Common Stock shall
be entitled to receive, ratably with each other holder of Common Stock, that
portion of the assets of the Corporation available for distribution to its
shareholders as the number of shares of the Common Stock held by such holder
bears to the total number of shares of Common Stock then outstanding.

            (c)      Voting Rights. The holders of shares of the Common Stock
shall be entitled to vote on all matters (for which a common shareholder shall
be entitled to vote thereon) at all meetings of the shareholders of the
Corporation, and shall be entitled to one vote for each share of the Common
Stock entitled to vote at such meeting. Any action to be taken by the
shareholders, including, but not limited to, the approval of an amendment to
these Amended and Restated Articles of Incorpora tion, shall be authorized if
approved by a majority of the votes cast by such holders present in person or by
proxy and entitled to vote.

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                  (d)      Restrictions on Transfer.

                           (i)    Definitions.  The following terms shall have
the following meanings:

                                    "Affiliate" and "Affiliates" mean (i) with
respect to any individual, any member of such individual's Immediate Family, a
Family Trust with respect to such individual, and any Person (other than an
individual) in which such individual and/or his Affiliate(s) owns, directly or
indirectly, more than fifty percent (50%) of any class of Equity Security or of
the aggregate Beneficial Interest of all beneficial owners, or in which such
individual or his Affiliate is a general partner, or which is controlled by such
individual and/or his Affiliates; and (ii) with respect to any Person (other
than an individual), any Person (other than an individual) which controls, is
controlled by, or is under common control with, such Person, and any individual
who is a general partner in, or who controls, such Person. The terms
"Affiliated" and "Affiliated with" shall have the correlative meanings.

                                    "Beneficial Interest" means an interest,
whether as partner, joint venturer, cestui que trust, or otherwise, a contract
right, or a legal or equitable position under or by which the possessor
participates in the economic or other results of the Person (other than an
individual) to which such interest, contract right, or position relates.

                                    "Beneficial Ownership" means ownership of
shares of Common Stock (including Common Stock that may be acquired upon
conversion of the Debentures) (i) by a Person who owns such shares of Common
Stock in his own name or is treated as an owner of such shares of Common Stock
constructively through the application of Section 544 of the Code, as modified
by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code; or (ii) by a person who
falls within the definition of "Beneficial Owner" under Section 776(4) of the
Act. The terms "Beneficial Owner", "Beneficially Owns" and "Beneficially Owned"
shall have the correlative meanings.

                                    "Code" means the Internal Revenue Code of
1986, as amended from time to time.

                                    "Constructive Ownership" means ownership of
shares of Common Stock (including Common Stock that may be acquired upon
conversion of the Debentures) by a Person who owns such shares of Common Stock
in his own name or would be treated as an owner of such shares of Common Stock
or constructively through the application of Section 318 of the Code, as
modified by Section 856(d)(5) of the Code. The terms "Constructive Owner",
"Constructively Owns" and "Constructively Owned"
shall have the correlative meanings.

                                    "Control(s)" (and its correlative terms
"Controlled By" and "Under Common Control With") means, with respect to any
Person (other than an individual), possession by the applicable Person or
Persons of the power, acting alone (or, solely among such applicable Person or
Persons, acting together), to designate and direct or cause the 

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designation and direction of the management and policies thereof, whether
through the ownership of voting securities, by contract, or otherwise.

                                    "Debentures" means the Convertible
Subordinated Debentures of the Corporation due 2004 and the Secured Convertible
Notes of the Corporation due 2004 to the extent that, as of any relevant date,
the Secured Convertible Notes of the Corporation due 2003 are, as of such date,
convertible into shares of Common Stock, issued at the same time as the Initial
Public Offering, and includes any other convertible debentures issued by the
Corporation from time to time.

                                    "Equity Security" has the meaning ascribed
to it in the Securities Exchange Act of 1934, as amended from time to time, and
the rules and regulations thereunder (and any successor laws, rules and
regulations of similar import).

                                    "Family Trust" means, with respect to an
individual, a trust for the benefit of such individual or for the benefit of any
member or members of such individual's Immediate Family or for the benefit of
such individual and any member or members of such individual's Immediate Family
(for the purpose of determining whether or not a trust is a Family Trust, the
fact that one or more of the beneficiaries (but not the sole beneficiary) of the
trust includes a Person or Persons, other than a member of such individual's
Immediate Family, entitled to a distribution after the death of the settlor if
he, she, it, or they shall have survived the settlor of such trust and/or
includes an organization or organizations exempt from federal income taxes
pursuant to the provisions of Section 501(a) of the Code and described in
Section 501(c)(3) of the Code, shall be disregarded); provided, however, that in
respect of transfers by way of testamentary or inter vivos trust, the trustee or
trustees shall be solely such individual, a member or members of such
individual's Immediate Family, a responsible financial institution and/or an
attorney that is a member of the bar of any state in the United States.

                                    "Immediate Family" means, with respect to a
Person, (i) such Person's spouse (former or then current), (ii) such Person's
parents and grandparents, and (iii) ascendants and descendants (natural or
adoptive, of the whole or half blood) of such Person's parents or of the parents
of such Person's spouse (former or then current).

                                    "Initial Public Offering" means the initial
sale of shares of Common Stock to the public pursuant to the Corporation's first
effective registration statement for such Common Stock filed under the
Securities Act of 1933, as amended.

                                    "Look Through Entity" means any Person that
(i) is not an individual or an organization described in Sections 501(c)(17) or
509(a) of the Code, or a portion of a trust permanently set aside or to be used
exclusively for the purposes described in Section 642(c) of the Code or a
corresponding provision of a prior income tax law, and (ii) provides the
Corporation, not less than 10 days prior to becoming a holder of shares of
Common Stock, with (a) a written affirmation and undertaking, subject only to
such exceptions as are acceptable to the Corporation in its sole discretion,
that (x) it is not an organization described in Sections 501(c)(17) or 509(a) of
the Code, or a portion of a trust 

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permanently set aside or to be used exclusively for the purposes described in
Section 642(c) of the Code or a corresponding provision of a prior income tax
law, (y) after the application of the rules for determining stock ownership, as
set forth in Section 544(a) of the Code, as modified by Sections 856(h)(1)(B)
and 856(h)(3)(A) of the Code, no "individual" would own, Beneficially or
Constructively, more than the then-applicable Ownership Limit taking into
account solely for the purpose of determining such "individual's" ownership for
the purposes of this clause (y) (but not for determining whether such
"individual" is in compliance with the Ownership Limit for any other purpose),
only such "individual's" Beneficial and Constructive Ownership derived solely
from such Person and (z) it does not Constructively Own 10% or more of the
equity of any tenant with respect to real property from which the Corporation
receives or accrues any rent from real property, and (b) such other information
regarding the Person that is relevant to the Corporation's qualifications to be
taxed as a REIT as the Corporation may reasonably request.

                                    "Note Holder" means Merrill Lynch Global
Allocation Fund, Inc., a Maryland corporation, and any Person to whom a Note
Holder transfers Beneficial Interest of Common Stock provided that (i) such
transferee is a Look Through Entity, (ii) the result of such transfer would be
to cause the transferee to Beneficially Own or Constructively Own shares of
Common Stock in excess of the greater of the Ownership Limit or any pre-existing
Note Holder Limit with respect to such transferee (such excess being herein
referred to as the "Excess Percentage") and (iii) the transferor Note Holder, by
notice to the Corporation in connection with such transfer, designates such
transferee as a successor Note Holder (it being understood that, upon any such
transfer, the Note Holder Limit for the transferor Note Holder shall be reduced
by the Excess Percentage and then applicable Ownership Limit or Note Holder
Limit for the transferee Note Holder shall be increased by such Excess
Percentage).

                                    "Note Holder Limit" means 40% of the value
of the outstanding Common Stock.

                                    "Ownership Limit" means 9.9% of the value of
the outstanding Common Stock of the Corporation.

                                    "Person" means (a) an individual,
corporation, partnership, estate, trust (including a trust qualified under
Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c)
of the Code, association, private foundation within the meaning of Section
509(a) of the Code, joint stock company or other entity and (b) also includes a
group as that term is used for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.

                                    "REIT" means a Real Estate Investment Trust
defined in Section 856 of the Code.

                                    "Transfer" means any sale, transfer, gift,
assignment, devise or other disposition of Common Stock (including, without
limitation (i) the granting of any option 

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or entering into any agreement for the sale, transfer or other disposition of 
Common Stock, (ii) the sale, transfer, assignment or other disposition of any
securities or rights convertible into or for Common Stock or (iii) an
acquisition within the meaning of Rule 13d-5(b)(1) of the Rules and Regulations
under the Securities Exchange Act of 1934, as amended), whether voluntary or
involuntary, whether of record or beneficial ownership, and whether by operation
of law or otherwise.

                           (ii)     Restriction on Transfers.

                                    (a)     Except as provided in Item (vii) of 
Subsection (d) of Section 2 of this Article III, from and after the date of the 
Initial Public Offering, no Person (other than a Note Holder) shall Beneficially
Own or Constructively Own shares of Common Stock in excess of the Ownership 
Limit, and no Note Holder shall Beneficially Own or Constructively Own shares of
Common Stock in excess of the Note Holder Limit for such Note Holder.

                                    (b)     Except as provided in Item (vii) of 
Subsection (d) of Section 2 of this Article III, from and after the date of the 
Initial Public Offering, any Transfer that, if effective, would result in any 
Person (other than a Note Holder) Beneficially Owning or Constructively Owning 
shares of Common Stock in excess of the Ownership Limit shall be void ab initio 
as to the Transfer of such shares of Common Stock which would be otherwise 
Beneficially Owned or Constructively Owned by such Person in excess of the
Ownership Limit, and the intended transferee shall acquire no rights in such
shares of Common Stock.

                                    (c)     Except as provided in Item (vii) of 
Subsection (d) of Section 2 of this Article III, from the date of the Initial
Public Offering, any Transfer that, if effective, would result in any Note 
Holder Beneficially Owning or Constructively Owning shares of Common Stock in 
excess of the applicable Note Holder Limit shall be void ab initio as to the 
Transfer of such shares of Common Stock which would be otherwise Beneficially 
Owned or Constructively Owned by such Note Holder in excess of the applicable
Note Holder Limit, and such Note Holder shall acquire no rights in such shares
of Common Stock.

                                    (d)     Except as provided in Item (vii) of 
Subsection (d) of Section 2 of this Article III, from the date of the Initial 
Public Offering, any Transfer that, if effective, would result in the Common 
Stock being Beneficially Owned by fewer than 100 Persons (determined without 
reference to any rules of attribution) shall be void ab initio as to the 
Transfer of such shares of Common Stock which would be otherwise Beneficially 
Owned by the transferee, and the intended transferee shall acquire no rights in
such shares of Common Stock.

                                    (e) From and after the date of the Initial
Public Offering, any Transfer that, if effective, would result in the
Corporation being "closely held" within the meaning of Section 856(h) of the
Code shall be void ab initio as to the Transfer of the shares of Common Stock,
which would cause the Corporation to be "closely held" within the meaning of
Section 856(h) of the Code, and the intended transferee shall acquire no rights
in such shares of Common Stock. 

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                                    (f) In determining the percentage of the
value of the outstanding stock which any Person Beneficially Owns (or would
Beneficially Own following a purported Transfer) or Constructively Owns (or
would Constructively Own following a purported Transfer) for purposes of
applying the limitations contained in Paragraphs (a), (b), (c), (d) and (e) of
Item (ii) of Subsection (d) of this Article III:

                                        (1)      shares of Common Stock that may
be acquired upon conversion of Debentures Beneficially Owned or Constructively
Owned by such Person, but not shares of Common Stock issuable upon conversion of
Debentures held by others, are deemed to be outstanding.

                                        (2)      a pension trust shall be 
treated as owning all shares of Common Stock (including Common Stock that may be
acquired upon conversion of the Debentures) that are (x) owned in its own name
or with respect to which it is treated as an owner constructively through the
application of Section 544 of the Code as modified by Section 856(h)(1)(B) of
the Code but not by Section 856(h)(3) of the Code and (y) owned by, or treated
as owned by, constructively through the application of Section 544 of the Code,
all pension trusts sponsored by the same employer as such pension trust or
sponsored by any of such employer's Affiliates.

                                    (g)     If any shares of Common Stock are 
transferred resulting in a violation of the limitations contained in Paragraphs
(b), (c), (d) or (e) of Item (ii) of Subsection (d) of Section 2 of this Article
III, such Transfer shall be valid only with respect to such amount of shares of
Common Stock transferred as does not result in a violation of such limitations,
and such Transfer otherwise shall be null and void ab initio.

                           (iii)    Notice of Restricted Transfer.  Any Person 
who acquires or attempts to acquire shares in violation of Item (ii) of
Subsection (d) of Section 2 of this Article III, or any Person who is a
transferee of shares in violation of Item (ii) of Subsection (d) of Section 2 of
this Article III, shall immediately give written notice to the Corporation of
such event and shall provide to the Corporation such other information as the
Corporation may request regarding such Person's Beneficial Ownership or
Constructive Ownership of Common Stock.

                           (iv)     Owners Required to Provide Information. From
and after the date of the Initial Public Offering:

                                    (a)     every Beneficial Owner of more than 
5% (or such other percentage as provided in the applicable regulations adopted
under Sections 856 through 859 of the Code) of the outstanding shares of Common
Stock of the Corporation shall, within 30 days after January 1 of each year,
give written notice to the Corporation stating the name and address of such
Beneficial Owner, the number of shares Beneficially Owned and Constructively
Owned, and a full description of how such shares are held. Every Beneficial
Owner shall, upon demand by the Corporation, disclose to the Corporation in
writing such additional information with respect to the Beneficial Ownership and
Constructive Ownership of the Common Stock as the Board of Directors deems
appropriate or necessary (i) to comply 

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with the provisions of the Code, regarding the qualification of the Corporation
as a REIT under the Code, and (ii) to ensure compliance with the Ownership Limit
or the Note Holder Limit.

                                    (b)     any Person who is a Beneficial Owner
or Constructive Owner of shares of Common Stock and any Person (including the
shareholder of record) who is holding Common Stock for a Beneficial Owner or
Constructive Owner, and any proposed transferee of shares, upon the
determination by the Board of Directors to be reasonably necessary to protect
the status of the Corporation as a REIT under the Code, shall provide a
statement or affidavit to the Corporation, setting forth the number of shares of
Common Stock already Beneficially Owned or Constructively Owned by such
shareholder or proposed transferee and any related person specified, which
statement or affidavit shall be in the form prescribed by the Corporation for
that purpose.

                           (v)      Remedies Not Limited.  Subject to Subsection
(g) of Section 2 of this Article III, nothing contained in this Article III
shall limit the authority of the Board of Directors to take such other action as
it deems necessary or advisable (i) to protect the Corporation and the interests
of its shareholders in the preservation of the Corporation's status as a REIT,
and (ii) to ensure compliance with the Ownership Limit and the Note Holder
Limit.

                           (vi)     Determination.  Any question regarding the 
application of any of the provisions of Subsection (d) of Section 2 of this
Article III, including any definition contained in Item (i) of Subsection (d) of
Section 2 of this Article III, shall be determined or resolved by the Board of
Directors and any such determination or resolution shall be final and binding on
the Corporation, its shareholders, and all parties in interest.

                           (vii)    Exceptions.  The Board of Directors, upon 
advice from, or an opinion from, Counsel, may exempt a Person from the Ownership
Limit if such Person is a Look Through Entity, provided, however, in no event
may any such exception cause such Person's ownership, direct or indirect, to
exceed 40% of the value of the outstanding Common Stock.

         For a period of 90 days following the purchase of Common Stock by an
underwriter that (i) is a Look Through Entity and (ii) participates in a public
offering of the Common Stock, such underwriter shall not be subject to the
Ownership Limit with respect to the Common Stock purchased by it as a part of
such public offering.

                  (e)      Legend. Each certificate for Common Stock shall bear
the following legend:

                           "The shares of Common Stock represented by this 
                  certificate are subject to restrictions on transfer. No
                  person may Beneficially Own or Constructively Own shares of
                  Common Stock in excess of the Ownership Limit or the Note
                  Holder Limit, as the case may be. Any transfer of shares of
                  Common Stock in violation of the restrictions on transfer is
                  void ab initio. Any Person who attempts to Beneficially Own
                  or Constructively Own shares of 
        
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                  Common Stock in excess of the Ownership Limit or the Note
                  Holder Limit, as the case may be, must immediately notify the
                  Corporation. All capitalized terms in this legend have the
                  meanings ascribed to such terms in the Corporation's Amended
                  and Restated Articles of Incorporation, a copy of which,
                  including the restrictions on transfer, will be sent without
                  charge to each shareholder who so requests. Upon effectiveness
                  of the Corporation's Amended and Restated Articles of
                  Incorporation providing for Excess Stock, if the restrictions
                  on transfer are violated, the shares of Common Stock
                  represented hereby will be automatically exchanged for shares
                  of Excess Stock which are non-transferable and must be
                  surrendered to the Designated Agent upon demand by the
                  Corporation."

                  (f)      Severability.  If any provision of this Article III 
or any application of any such provision is determined to be invalid by any
Federal or state court having jurisdiction over the issues, the validity of the
remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the
determination of such court.

                  (g)      New York Stock Exchange Settlement.  Nothing 
contained in these Articles of Incorporation shall preclude the settlement of a
transaction entered through the facilities of the New York Stock Exchange.

         3.       Series of Preferred Stock.

         The Board of Directors shall have authority, by resolution or
resolutions, to divide the Preferred Stock into series, to establish and fix the
distinguishing designation of each such series and the number of shares thereof
(which number, by like action of the Board of Directors, from time to time
thereafter, may be increased except when otherwise provided by the Board of
Directors in creating such series, or may be decreased but not below the number
of shares thereof then outstanding) and, within the limitations of applicable
law of the State of Michigan, the provisions of Sections 856 through 859 of the
Code, or as otherwise set forth or limited in these Articles, to fix and
determine the relative rights and preferences of the shares of each series so
established prior to the issuance thereof, and particularly, but without
limitation, with respect to:

                           (i)   The rate of dividend, the cumulative or
                                 noncumulative nature of the dividend, and the
                                 initial original issue date or other date from
                                 which such dividends shall be cumulative if
                                 designated as such.

                           (ii)  The price or prices at, the period or periods 
                                 within, and the terms and conditions on, which
                                 shares may or shall be redeemed.

                           (iii) The amounts payable upon shares in the event of
                                 voluntary liquidation or of involuntary
                                 liquidation.

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                           (iv)  The terms of sinking fund provisions, if any, 
                                 or redemption or purchase account, if any, for
                                 the redemption or purchase of shares.

                           (v)   The terms and conditions on which shares may be
                                 converted into shares of Common Stock, or of
                                 authorized shares of any other class or series,
                                 if the shares of any series are issued with the
                                 privilege of conversion.

                           (vi)  Whether or not shares shall have voting rights,
                                 and the terms and conditions upon which any
                                 voting rights may be exercised; provided that
                                 unless specifically designated as nonvoting,
                                 each share of a series of Preferred Stock shall
                                 be voting preferred, entitling the holder
                                 thereof to vote as provided in these Articles
                                 or the act.

                           (vii) The terms of any restrictions on transfer.

Any such resolution(s) by the Board of Directors establishing and designating
the series and prescribing the relative rights and preferences thereof shall be
fully set forth in an appropriate certificate which certificate shall be filed
as provided in the Act and which certificate, when so filed, shall constitute an
amendment to these Articles.


                                   ARTICLE IV
                     Registered Office and Registered Agent

         1.       Registered Office.

         The address and mailing address of the registered office of the
Corporation is 30200 Telegraph Road, Suite 105, Birmingham, Michigan 48025-4503.

         2.       Resident Agent.

         The resident agent for service of process on the Corporation at the
registered office is Anthony S. Gramer.

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                                    ARTICLE V
                      Plan of Compromise or Reorganization

         When a compromise or arrangement or a plan of reorganization of the
Corporation is proposed between the Corporation and its creditors or any class
of them or between the Corporation and its shareholders or any class of them, a
court of equity jurisdiction within the State of Michigan, on application of the
Corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the Corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 75% in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of the Corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on the Corporation.


                                   ARTICLE VI
                                    Directors

         The Board of Directors shall consist of, except during the period of
any vacancy between annual meetings of the shareholders, that number of members
as are set forth in the By-Laws of the Corporation of which, except during the
period of any vacancy between annual meetings of the shareholders, not less than
a majority of the members shall be Independent Directors (as hereinafter
defined). For purposes of this Article VI, "Independent Director" shall mean an
individual who is not an employee, officer or person who regularly acts in a
professional advisory role to the Corporation.

         The affirmative vote of a majority of all members of the Board of
Directors who do not have a beneficial financial interest in the action before
the Board of Directors is required for the approval of all actions to be taken
by the Board of Directors. The establishment of reasonable compensation of
Directors for services to the Corporation as Directors or officers shall not
constitute action in which any Director has a beneficial financial interest.


                                   ARTICLE VII
                         Limited Liability of Directors

         No director of the Corporation shall be liable to the Corporation or
its shareholders for monetary damages for a breach of the director's fiduciary
duty; provided, however, the foregoing provision shall not be deemed to limit a
director's liability to the Corporation or its shareholders resulting from:

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                  (i)   a breach of the director's duty of loyalty to the 
                        Corporation or its shareholders;

                  (ii)  acts or omissions of the director not in good faith or
                        which involve intentional misconduct or knowing
                        violation of law;

                  (iii) a violation of Section 551(1) of the Act or;

                  (iv)  a transaction from which the director derived an
                        improper personal benefit.


                                  ARTICLE VIII
                  Indemnification of Officers, Directors, Etc.

         1.       Indemnification of Directors.

                  The Corporation shall and does hereby indemnify a person
(including the heirs, executors, and administrators of such person) who is or
was a party to, or who is threatened to be made a party to, a threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal, including,
without limitation, an action by or in the right of the Corporation, by reason
of the fact that he or she is or was a director of the Corporation, or is or was
serving at the request of the Corporation as a director (or in a similar
capacity) or in any other representative capacity of another foreign or domestic
corporation, a partnership joint venture, trust or other enterprise, or of or
with respect to any other entity whether for profit or not, against expenses,
attorneys' fees, judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the action,
suit, or proceeding. Section I of this Article VIII is intended to grant the
persons herein described with the fullest protection not prohibited by existing
law in effect as of the date of filing this Amended and Restated Articles of
Incorporation or such greater protection as may be permitted or not prohibited
under succeeding provisions of law.

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         2.       Indemnification of Officers, etc.

                  The Corporation has the power to indemnify a person (including
the heirs, executors, and administrators of such person) who is or was a party
to, or who is threatened to be made a party to, a threatened, pending, or
contemplated action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal, including an
action by or in the right of the Corporation, by reason of the fact that he or
she is or was an officer, employee, or agent of the Corporation or is or was
serving at the request of the Corporation as an officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, whether for profit or not, against
expenses, including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with the action, suit, or proceeding, if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders, and with respect to a criminal
action or proceeding, if the person had no reasonable cause to believe his or
her conduct was unlawful. Unless ordered by a court, an indemnification under
Section 2 of this Article VIII shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Section 2 of this Article
VIII.

         3.       Advancement of Expenses.

                  The Corporation shall pay the expenses incurred by a person
described in Section 1 of this Article VIII in defending a civil or criminal
action, suit, or proceeding described in such Section 1 in advance of the final
disposition of the action, suit, or proceeding. The Corporation shall pay the
expenses incurred by a person described in Section 2 of this Article VIII in
defending a civil or criminal action, suit, or proceeding described in such
Section 2 in advance of the final disposition of the action, suit, or proceeding
upon receipt of an undertaking by or on behalf of such person to repay the
expenses if it is ultimately determined that the person is not entitled to be
indemnified by the Corporation. Such undertaking shall be by unlimited general
obligation of the person on whose behalf advances are made but need not be
secured.

Signed this 16th day of June, 1994.


                                             /s/ Anthony S. Gramer
                                             ---------------------
                                             Anthony S. Gramer
                                             President


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