AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                                  CONSECO, INC.

      The undersigned officer of Conseco,  Inc.  (hereinafter referred to as the
"Corporation")  existing  pursuant to the  provisions  of the  Indiana  Business
Corporation Law, as amended (hereinafter referred to as the "Act"),  desiring to
give notice of certain corporate action effectuating  amendment of provisions of
its  Articles of  Incorporation,  by the  adoption  of new Amended and  Restated
Articles  of   Incorporation,   superseding   and   replacing  all  Articles  of
Incorporation,  and amendments and  restatements  thereto  heretofore  existing,
hereby certifies as follows:

                                    ARTICLE I
                    Text of the Amended and Restated Articles

      The exact text of the entire Articles of Incorporation of the Corporation,
as amended and restated (hereinafter referred to as the "Amended Articles"),  is
as follows:


                                    ARTICLE I
                                      NAME

      The name of the Corporation is Conseco, Inc.


                                   ARTICLE II
                                     Purpose

      The  purposes  for which the  Corporation  is formed are: to transact  for
pecuniary profit any lawful business or businesses as permitted by the Act.

                                   ARTICLE III
                               Period of Existence

      The period during which the Corporation shall continue is perpetual.




<PAGE>



                                   ARTICLE IV
                       Resident Agent and Principal Office

         Section 1.  Resident Agent.  The name and address of the  Corporation's
Resident  Agent for  service of process is John J. Sabl,  11825 N.  Pennsylvania
Street, Carmel, Indiana 46032.

         Section 2.  Principal Office.  The post office address of the principal
office of the  Corporation  is 11825 N.  Pennsylvania  Street,  Carmel,  Indiana
46032.

                                    ARTICLE V
                           Terms of Authorized Shares

         Section 1.  Designation. The authorized shares of the Corporation shall
be divided into two (2) classes, as follows:

         (a) 1,000,000,000  shares of Common Stock without par value. The shares
of Common Stock shall be identical with each other in all respects.

         (b)  20,000,000  shares of  Preferred  Stock  without par value,  which
shares may, in the discretion of the Board of Directors of the  Corporation,  be
issued in one or more classes or series having  differing  rights,  preferences,
restrictions and  limitations.  All shares of Preferred Stock of the same series
shall be identical with each other in all respects.

         The Preferred  Stock and any class or series thereof shall possess such
relative rights, preferences, limitations and restrictions as may be established
by resolution of the Board of Directors of the Corporation prior to the issuance
thereof,  which is vested to the fullest extent  permitted by law with authority
to  fix  the  relative  rights,  preferences,  qualifications,   limitations  or
restrictions  for the  Preferred  Stock  or any  class  or any  series  thereof,
including without limiting the generality of the foregoing, the following:

                  (i)  The number of  shares  which  shall  initially constitute
         each class or series of a class of Preferred Stock;

                  (ii)  The  rate or  rates  and  the  time or  times  at  which
         dividends and other  distributions  on the shares of each class or each
         series  thereof  shall be paid,  the  relationship  or priority of such
         dividends to those

                                        2

<PAGE>



         payable on Common Stock  or  to  other  classes  or series of Preferred
         Stock, and whether or not any such dividends shall be cumulative;

                  (iii) The amount payable on the shares of each class or series
         in the event of the voluntary or involuntary  liquidation,  dissolution
         or  winding  up of the  affairs of the  Corporation,  and the  relative
         priorities, if any, to be accorded such payments in liquidation;

                  (iv)  The  terms  and   conditions   upon  which   either  the
         Corporation  may  exercise  a right to redeem  shares of each  class or
         series or upon which the holder of such shares may  exercise a right to
         require redemption of such Shareholder's Preferred Stock, including any
         premiums or penalties applicable to exercise of such rights;

                  (v)   Whether or  not a sinking fund shall be  created for the
         redemption of  the  shares  of  a  class  or  series, and the terms and
         conditions of any such fund;

                  (vi)  Rights, if any, to convert any shares of Preferred Stock
         either into shares of Common  Stock or into other  classes or series of
         Preferred Stock and the prices, premiums or penalties, ratios and other
         terms applicable to any such conversion;

                  (vii) Restrictions  on acquisition, rights of first refusal or
         other limitations on  transfer  as  may be  applicable  to any class or
         series, including  any  series  intended   to be  offered  to a special
         class or group; and

                  (viii) Any other relative  rights, preferences,   limitations,
         qualifications  or  restrictions on the Preferred Stock or any class or
         series of such  shares,  including  rights and remedies in the event of
         default  in  connection  with   dividends,   other   distributions   or
         redemptions.

         Section 2.  Preemptive Rights.  No holder of any share of capital stock
         of the Corporation shall have any preemptive rights.



                                        3

<PAGE>



         Section  3.  Issuance  of Shares.  The  shares of capital  stock of the
Corporation may be issued by the Corporation from time to time in the discretion
of the Board of Directors to such persons for such  consideration  and upon such
terms and conditions as it may  determine,  subject to the provisions of the Act
and these Amended Articles.  Such of its shares as the Corporation may reacquire
may be resold or otherwise  disposed of upon such terms and  conditions  and for
such  consideration  as the Board of Directors may determine  from time to time.
The Board of Directors may from time to time grant or issue options, warrants or
rights to purchase  shares of capital stock of the  Corporation  upon such terms
and conditions and for such consideration as it shall determine,  subject to the
provisions of the Act.

         Section 4.  Dissolution Distribution on Common Stock.  In the  event of
any  voluntary  or  involuntary  dissolution,  liquidation  or winding up of the
Corporation,  the  holders of the  outstanding  shares of Common  Stock shall be
entitled,  after due  payment or  provisions  for payment of the debts and other
liabilities of the Corporation,  and after and subject to such  distributions as
may be  required  with  respect  to any  class  or  series  of  Preferred  Stock
outstanding,  to share ratably,  share for share, in the remaining net assets of
the Corporation.

                                   ARTICLE VI
                                    Directors

         Section 1. Number of Directors.  The number of director(s)  may be from
time to time  fixed by the  Bylaws  of the  Corporation  at any  number.  In the
absence of a Bylaw  fixing the number of  directors,  the number  shall be seven
(7).

         Section 2. Names and Post Office  Addresses of the Board of  Directors.
The names and post office addresses of the Board of Directors of the Corporation
holding office at the time of the adoption of these Amended Articles are:
<TABLE>
<CAPTION>

                                     Number and
Name                                 Street or Building                City   State  Zip Code
----                                 ------------------                ----   -----  --------

<S>                                 <C>                               <C>     <C>      <C>
Stephen C. Hilbert                  11825 N. Pennsylvania St.,        Carmel, Indiana  46032

Rollin M. Dick                      11825 N. Pennsylvania St.,        Carmel, Indiana  46032

Donald F. Gongaware                 11825 N. Pennsylvania St.,        Carmel, Indiana  46032

Ngaire E. Cuneo                     11825 N. Pennsylvania St.,        Carmel, Indiana  46032



                                        4

<PAGE>



John M. Mutz                        11825 N. Pennsylvania St.,        Carmel, Indiana  46032

M. Phil Hathaway                    11825 N. Pennsylvania St.,        Carmel, Indiana  46032

David R. Decatur                    11825 N. Pennsylvania St.,        Carmel, Indiana  46032

James D. Massey                     11825 N. Pennsylvania St.,        Carmel, Indiana  46032

Dennis E. Murray, Sr.               11825 N. Pennsylvania St.,        Carmel,  Indiana   46032

</TABLE>


         Section 3.  Qualifications of Directors  (if any). Qualifications   for
the directors, if any, shall be set out in the Bylaws.

         Section 4. Staggered Terms of Directors Authorized. At any time as such
may be  permitted  under  the laws of the  State of  Indiana  applicable  to and
governing the  Corporation,  the Bylaws of the  Corporation  may provide for the
staggering  of the  terms of  office  of the  Directors  of the  Corporation  by
dividing  the total  number of  Directors  into  groups and the  election of the
groups in alternate years for terms of more than one year. The number of groups,
lengths of terms and other  provisions for such  staggering may be in any manner
permitted by the laws of the State of Indiana,  as such may be amended from time
to time.

         Section 5.  Amendment of Section 4.  Notwithstanding  any provisions of
these  Amended  Articles to the contrary,  the  provisions of Section 4 above of
this Article VI may not be amended,  altered,  changed or repealed,  nor may any
provision  inconsistent  with said provisions be added to these Amended Articles
or to the Bylaws of the  Corporation,  except upon the  affirmative  vote of the
holders of not less than 80% of the total voting power of all outstanding shares
of the Voting Stock of the Corporation (as hereinafter  defined in Article VIII,
Section 5) voting as a single class.

                                   ARTICLE VII
                             President and Secretary

         The names and post office  addresses of the  President and Secretary of
the Corporation at the time of filing these Amended Articles are:
<TABLE>
<CAPTION>

                            Number and
       Name                 Street or Building                 City   State     Zip Code
       ----                 ------------------                 ----   -----     --------
<S>                        <C>                                 <C>     <C>      <C>
Stephen C. Hilbert         11825 N. Pennsylvania St.,          Carmel, Indiana  46032
         President


                                        5

<PAGE>



John J. Sabl               11825 N. Pennsylvania St.,          Carmel, Indiana  46032
         Secretary
</TABLE>

                                  ARTICLE VIII
                      Provisions for Regulation of Business
                      and Conduct of Affairs of Corporation


         Section 1.  Bylaws.  Bylaws will be adopted by the Directors  from time
to time.

         Section 2.  Place of Meetings.  Meetings  of  the Shareholders shall be
held at such time or place as set out in the calls,  notices or waivers for such
meetings and may be either inside or outside the State of Indiana.

         Section 3.  Purchase of Corporate Stock.  By resolution of Directors to
the extent  required  by any  purchase  of the  Corporation's  own  stock,  such
purchase  may be  made  out  of  unreserved  and  unrestricted  capital  surplus
available therefor.

         Section 4.  Distribution Out of Capital Surplus.  The Directorsmay from
time to time distribute to Shareholders  out of capital surplus a portion of the
Corporation's assets, in cash or property, as provided by the Act.

         Section 5. Minimum Price Provisions for Certain Business  Combinations.
This  Section 5 shall  govern  the  approval  of  certain  business  combination
transactions  involving  the  Corporation.  Each  capitalized  term used in this
Section 5 shall have the meaning ascribed to it in Clause (d) hereof.

         (a) Special Business  Combination  Transactions.  Except as provided in
subsection  (b) of this Section 5, holders of Voting Stock shall not be entitled
to vote on a Special Business Combination  Transaction and such Special Business
Combination Transaction shall not be effected unless the aggregate amount of the
cash and the fair value of any consideration  other than cash to be received per
share by holders of the  Corporation's  Common  Stock in such  Special  Business
Combination  Transaction  shall be at least equal to the highest per share price
(including any brokerage  commissions,  transfer  taxes and soliciting  dealers'
fees and adjusted for any intervening  stock splits and stock dividends) paid in
order to acquire any shares of Common  Stock  beneficially  owned by the Related
Person,  and the  aggregate  amount  of the  cash  and  the  fair  value  of any
consideration  other than cash to be received  per share by holders of any class
or  series  of the  Corporation's  Preferred  Stock  in  such  Special  Business
Combination

                                        6

<PAGE>



Transaction  shall be at least equal to the  highest per share price  (including
any brokerage  commissions,  transfer  taxes,  and soliciting  dealers' fees and
adjusted for any intervening  stock splits and stock dividends) paid in order to
acquire any shares of such class or series of Preferred Stock beneficially owned
by  the  Related  Person.  In  the  event  of  a  Special  Business  Combination
Transaction in which the  Corporation  survives,  the phrase "any  consideration
other  than cash to be  received"  as used in this  subsection  (a) of Section 5
shall  include the shares of Common  Stock or  Preferred  Stock  retained by the
holders thereof.

         (b)     Exceptions for Approval by Continuing Directors. The provisions
of  subsection  (a) of this  Section 5 shall not apply to any  Special  Business
Combination  Transaction if such Special Business Combination  Transaction shall
have been approved by two-thirds of the Continuing Directors.

         (c)     Definitions.  For purposes of  this  Section 5,  the  following
definitions shall apply:

         (1)      The term  "Special Business  Combination  Transaction"   shall
mean:

                  (i) any  merger or  consolidation  of the  Corporation  or any
         Subsidiary with (x) any Related Person or (y) any other  corporation or
         entity (whether or not itself a Related Person) which is, or after each
         merger or consolidation would be, an Affiliate of a Related Person; or

                  (ii) any sale, lease, exchange,  mortgage, pledge, transfer or
         other  disposition (in one transaction or in a series of  transactions)
         to or with any Related Person or any Affiliate of any Related Person of
         all or a Substantial Part of the assets of the Corporation  (including,
         without limitation,  any securities of a Subsidiary) or any Subsidiary;
         or

                  (iii) the adoption of any plan or proposal for the liquidation
         or dissolution of the Corporation proposed by or on behalf of a Related
         Person or any Affiliate of a Related Person; or

                  (iv)  the issuance  or  transfer  by  the  Corporation  or any
         Subsidiary (in one transaction or in a series of  related transactions)
         of any securities of the

                                        7

<PAGE>



         Corporation or any Subsidiary to a Related Person,  or any Affiliate of
         a Related  Person,  in exchange for cash,  securities or other property
         (or a combination thereof); or

                  (v) any reclassification of securities  (including any reverse
         stock split), or recapitalization or reorganization of the Corporation,
         or any  merger  or  consolidation  of the  Corporation  with any of its
         Subsidiaries,  or any self tender offer for or repurchase of securities
         of  the  Corporation  or  any  Subsidiary  by  the  Corporation  or any
         Subsidiary,  or any other  transaction  (whether or not with or into or
         otherwise  involving a Related  Person)  which in any such case has the
         effect, directly or indirectly,  of increasing the proportionate shares
         of the outstanding shares of any class or series of stock or securities
         convertible  into stock of the  Corporation or any Subsidiary  which is
         directly or indirectly  beneficially owned by any Related Person or any
         Affiliate of any Related Person.

         (2) The term "Substantial  Part" (as distinguished from the phrase "all
or  substantially  all") shall mean more than 10% of the book value of the total
assets of the  person or entity in  question,  as of the end of its most  recent
fiscal year ending prior to the time of the determination.

         (3) The term "person"  shall mean any  individual,  firm,  corporation,
partnership,  group  (within the meaning of Section  13(d)(3) of the  Securities
Exchange Act of 1934, as in effect on April 23, 1986) or other entity.

         (4) The term  "Related  Person"  shall mean any person  (other than the
Corporation or Subsidiary or any employee benefit plan of the Corporation or any
Subsidiary) who or which, as of the date on which such determination is made:

                  (i)  is the beneficial owner, directly or indirectly,
         of more than 10 percent of the  combined voting  power of the
         then outstanding shares of Voting Stock; or

                  (ii) is an Affiliate of the Corporation and at any
         time within the two-year period immediately prior thereto was
         the beneficial owner, directly or

                                        8

<PAGE>



         indirectly,  of 10 percent or more of the combined  voting power of the
         then outstanding shares of Voting Stock; or

                  (iii) which is an assignee of or has  otherwise  succeeded  to
         the beneficial ownership of any shares of Voting Stock that were at any
         time within the two-year period immediately prior thereto  beneficially
         owned by a Related Person,  if such assignment or succession shall have
         occurred in the course of a transaction or series of  transactions  not
         utilizing the facilities of a national securities  exchange,  occurring
         in  the  national   over-the-counter   market  or  involving  a  public
         distribution.

         (5)      A person shall be a "beneficial owner" of any Voting Stock:

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

                  (ii) 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 or direct the vote pursuant to any  agreement,
         arrangement or understanding; or

                  (iii) which is 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.

         (6) For the  purposes  of  determining  whether  a person  is a Related
Person pursuant to subsection  (c)(4) of this Section 5, the number of shares of
Voting Stock deemed to be outstanding  shall include shares deemed owned through
application  of  subsection  (c)(5) of this  Section 5 but shall not include any
other  shares of Voting  Stock that may be issuable  pursuant to any  agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.


                                        9

<PAGE>



         (7) The terms  "Affiliate"  and  "Associate"  shall have the respective
meanings  ascribed  to such  terms  in  Rule  12b-2  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

         (8)  "Subsidiary"  shall mean any  corporation  more than 50 percent of
whose  outstanding  stock  having  ordinary  voting  power  in the  election  of
directors  is  owned,  directly  or  indirectly,  by  the  Corporation  or  by a
Subsidiary  or by the  Corporation  and  one  or  more  Subsidiaries;  provided,
however,  that for the purposes of the definition of Related Person set forth in
subsection  (c)(4) of this  Section 5, 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.

         (9) "Continuing  Director" shall mean any director who (i) was a member
of the  Corporation's  Board  of  Directors  on  April  23,  1986,  or (ii)  was
designated  (before such person's  initial election as a Director) by a majority
of the Continuing Directors as a Continuing Director, or (iii) with respect to a
Special Business Combination Transaction, was a member of the Board of Directors
immediately  prior to the date on which  any  Related  Person  involved,  either
directly  or  through  an  Affiliate  or  Associate,  in such  Special  Business
Combination Transaction first became a Related Person.

         (10) The term  "Voting  Stock"  shall  mean all  outstanding  shares of
capital  stock of all  classes  and series of the  Corporation  entitled to vote
generally in the election of Directors of the  Corporation,  in each case voting
together  as a single  class  (it being  understood  that for  purposes  of this
Section 5 each share of the Voting Stock shall have the number of votes  granted
to it pursuant to Article V of these Amended Articles).

         (d)  Determinations  by  Continuing   Directors.   A  majority  of  the
Continuing Directors shall have the power and duty to determine, on the basis of
information  known to them after  reasonable  inquiry,  all facts  necessary  to
determine compliance with this Section 5, including, without limitation:

         (1)      whether a person is a Related Person;

         (2)      the number of shares of Voting Stock beneficially owned by any
                  person;

         (3)      whether a person is an Affiliate or Associate of another
                  person; and


                                       10

<PAGE>



         (4)      the fair  value of any  consideration  other  than  cash to be
                  received by holders of shares of any class or series of Voting
                  Stock in a Special Business Combination Transaction.

         The good faith determination of a majority of the Continuing  Directors
on such matters shall be conclusive and binding for all purposes of this Section
5.

         (e)  Amendment  of Section 5.  Notwithstanding  any  provision of these
Amended  Articles  to the  contrary,  the  provisions  set forth in Section 5 of
Article  VIII may not be  amended,  altered,  changed or  repealed,  nor may any
provision  inconsistent  with said provisions be added to these Amended Articles
or to the Bylaws of the  Corporation,  except upon the  affirmative  vote of the
holders of not less than 80% of the total voting power of all outstanding shares
of the Voting Stock of the Corporation voting as a single class.

                                   ARTICLE IX
                     Designations, Rights and Preferences of
                            Series E Preferred Stock

         The designations, rights, preferences,  limitations and restrictions of
the shares of Preferred  Stock,  without par value, to be designated as Series E
Redeemable  Preferred  Stock (in addition to those set forth  elsewhere in these
Amended Articles) are hereby fixed as follows:

         Section 1. Designation; Number of Shares; Stated Value. Ninety Thousand
(90,000)  shares of  Preferred  Stock shall be  designated  Series E  Redeemable
Preferred  Stock  (hereinafter  referred to as the "Series E Preferred  Stock").
Shares of the Series E Preferred  Stock shall have a stated value of $10,000 per
share.

         Section 2.  Dividends.

         (a) The  holders of the  shares of Series E  Preferred  Stock  shall be
entitled to receive cumulative cash dividends, when and as declared by the Board
of Directors out of funds legally available  therefor,  at a rate of $400.00 per
share per annum and no more,  before any  dividend  or  distribution  in cash or
other property (other than dividends or  distributions  payable in stock ranking
junior to the Series E  Preferred  Stock as to  dividends  or upon  liquidation,
dissolution or  winding-up)  on any class or series of stock of the  Corporation
ranking  junior  to the  Series  E  Preferred  Stock  as to  dividends  or  upon
liquidation,  dissolution  or winding-up  shall be declared or paid or set apart
for

                                       11

<PAGE>



payment.

         (b) Dividends on the Series E Preferred  Stock shall be declared by the
Board of Directors on or prior to December 31 of each  calendar year and payable
on March 1 of the next calendar year,  commencing  March 1, 1995 (each such date
being  hereinafter  individually a "Dividend  Payment Date" and collectively the
"Dividend  Payment  Dates"),  except that if any such Dividend Payment Date is a
Saturday,  Sunday or legal  holiday then such  dividend  shall be payable on the
first  immediately  succeeding  calendar day which is not a Saturday,  Sunday or
legal  holiday,  to  holders  of  record  as they  appear  on the  books  of the
Corporation on December 31 of the year  preceding such Dividend  Payment Date or
such other date as may be  determined  by the Board of  Directors.  Dividends in
arrears may be declared and paid at any time,  without  reference to any regular
Dividend  Payment Date, to holders of record on such date as may be fixed by the
Board  of  Directors  of the  Corporation.  Dividends  payable  on the  Series E
Preferred  Stock for the initial  dividend period and for any period less than a
yearly  period shall be computed on the basis of a 360-day year of twelve 30-day
months.

         (c) Dividends on the Series E Preferred  Stock shall be cumulative  and
shall accrue from and after  December  31, 1993,  whether or not declared by the
Board of Directors. Accruals of dividends shall not bear interest.

         (d) No  dividend  may be declared on any other class or series of stock
ranking on a parity with the Series E Preferred Stock as to dividends in respect
of any dividend  period  unless there shall also be or have been declared on the
Series E Preferred Stock like dividends  ratably in proportion to the respective
annual dividend rates fixed therefor.

         Section 3.  Redemption.

         (a) The  Corporation,  at its sole  option,  may  redeem  shares of the
Series E Preferred Stock, in whole or in part, at any time or from time to time,
at the stated value,  plus in each case accrued and unpaid dividends  thereon to
the date fixed for redemption  (the total sum so payable on any such  redemption
being  herein  referred  to as  the  "redemption  price").  In the  case  of the
redemption  of a part only of the shares of the Series E Preferred  Stock at the
time  outstanding,  the shares to be so redeemed  shall be selected by lot,  pro
rata (as nearly as may be),  or in such other  equitable  manner as the Board of
Directors may determine.



                                       12

<PAGE>



         (b) Notice of any redemption pursuant to this Section 3 shall be mailed
at least 30, but not more than 60,  days in advance of the date  designated  for
such redemption  (herein called the "redemption  date") to the holders of record
of shares of the Series E Preferred Stock so to be redeemed at their  respective
addresses  as the same  shall  appear  on the books of the  Corporation;  but no
failure to mail such notice to particular  shareholders or any defect therein or
in the mailing  thereof  shall  affect the validity of the  proceedings  for the
redemption of any shares of the Series E Preferred Stock. In order to facilitate
the redemption of shares of the Series E Preferred Stock, the Board of Directors
may fix a record date for the determination of holders of shares of the Series E
Preferred  Stock to be  redeemed  not more than 60 days prior to the  redemption
date. Each such notice shall state:  (1) the redemption  date; (2) the number of
shares of Series E  Preferred  Stock to be  redeemed  and,  if less than all the
shares held by such holder are to be  redeemed,  the number of such shares to be
redeemed from such holder;  (3) the  redemption  price;  (4) the place or places
where  certificates  for such  shares are to be  surrendered  for payment of the
redemption price; and (5) that dividends on the shares to be redeemed will cease
to accrue on such  redemption  date. If less than all the shares  represented by
any such surrendered certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.

         (c) The Corporation shall, on or prior to the date fixed for redemption
of any  shares,  but not  earlier  than 45 days  prior  to the  date  fixed  for
redemption,  deposit with a redemption  agent selected by the Board of Directors
of the  Corporation,  as a trust  fund,  a sum  sufficient  to redeem the shares
called for  redemption,  with  irrevocable  instructions  and  authority to such
redemption agent to give or complete the notice of redemption thereof and to pay
the  respective  holders of such shares,  as evidenced by a list of such holders
certified by an officer of the Corporation,  the redemption price upon surrender
of  their  respective  share  certificates.  Such  deposit  shall be  deemed  to
constitute full payment of such shares to their holders;  and from and after the
date of such  deposit,  notwithstanding  that any  certificates  for such shares
shall not have been surrendered for cancellation, the shares represented thereby
shall no longer be deemed  outstanding,  the  rights to  receive  dividends  and
distributions  shall cease to accrue from and after the redemption date, and all
rights of the holders of the shares of the Series E Preferred  Stock  called for
redemption,  as  shareholders  of the  Corporation  with respect to such shares,
shall cease and  terminate,  except the right to receive the  redemption  price,
without interest, upon the surrender of their respective  certificates.  In case
the holders of any shares shall not, within six years after such deposit,  claim
the amount deposited for redemption thereof, such

                                       13

<PAGE>



redemption agent shall, upon demand,  pay over to the Corporation the balance of
such amount so deposited.  Thereupon,  such transfer  agent or other  redemption
agent  shall be relieved of all  responsibility  to the holders  thereof and the
sole right of such holders shall be as general creditors of the Corporation. Any
interest accrued on any funds so deposited shall belong to the Corporation,  and
shall be paid to it from time to time on demand.

         Section 4.  No Conversion Rights.  The holders of shares  of  Series  E
Preferred  Stock shall not have the right to convert  such shares into any other
shares of capital stock of the Corporation.

         Section 5. Voting. The shares of the Series E Preferred Stock shall not
have any voting powers,  either general or special,  except as set forth in this
Amended and Restated Certificate or as otherwise provided by law.

         Section 6. Liquidation  Rights.  Upon the  dissolution,  liquidation or
winding-up of the Corporation,  whether voluntary or involuntary, the holders of
the shares of the Series E Preferred Stock shall be entitled to receive,  before
any payment or distribution of the assets of the Corporation or proceeds thereof
(whether  capital or  surplus)  shall be made to or set apart for the holders of
the Common  Stock or any other  class or series of stock  ranking  junior to the
Series E Preferred Stock upon liquidation, dissolution or winding-up, the amount
of $10,000 per share,  plus a sum equal to all dividends on such shares (whether
or not  earned or  declared)  accrued  and  unpaid  thereon to the date of final
distribution, but such holders shall not be entitled to any further payment. If,
upon any liquidation,  dissolution or winding-up of the Corporation,  the assets
of the  Corporation,  or proceeds  thereof,  distributable  among the holders of
shares  of the  Series E  Preferred  Stock  and any  other  class or  series  of
Preferred  Stock  ranking on a parity  with the Series E  Preferred  Stock as to
payments upon  liquidation,  dissolution or winding-up  shall be insufficient to
pay in full the preferential amount aforesaid,  then such assets or the proceeds
thereof shall be distributed  among such holders  ratably in accordance with the
respective  amounts which would be payable on such shares if all amounts payable
thereon were paid in full.  For the  purposes of this  Section 6, the  voluntary
sale,  conveyance,  lease,  exchange  or  transfer  (for cash,  shares of stock,
securities or other  consideration)  of all or substantially all the property or
assets of the Corporation  to, or a  consolidation  or merger of the Corporation
with,  one or more other  corporations  (whether or not the  Corporation  is the
corporation  surviving such consolidation or merger) shall not be deemed to be a
liquidation, dissolution or winding-up, voluntary or involuntary.

                                       14

<PAGE>



         Section 7.  No Purchase, Retirement or Sinking Fund.  The shares of the
Series E Preferred  Stock shall not be subject to the operation of any purchase,
retirement or sinking fund.

         Section 8.  Status.  Shares of the Series E Preferred  Stock which have
been issued and reacquired in any manner by the  Corporation  (excluding,  until
the Corporation elects to retire them, shares which are held as treasury shares,
but including  shares  redeemed and shares  purchased and retired)  shall,  upon
compliance with any applicable  provisions of the Indiana  Business  Corporation
Law, have the status of authorized  and unissued  shares of Preferred  Stock and
may be reissued as a part of a new series of Preferred  Stock to be  established
by the Board of Directors or as part of any other series of Preferred  Stock the
terms of which do not prohibit such reissue.

         Section 9.  Priority.  The Common Stock of the  Corporation  shall rank
junior to and the  Cumulative  Convertible  Preferred  Stock of the  Corporation
shall rank on a parity with the Series E  Preferred  Stock as to  dividends  and
distribution of assets upon liquidation, dissolution or winding-up.

         Section 10. Special Rights on Default.

         (a) If at any time the  Corporation  shall have failed to pay dividends
in full on the Series E Preferred Stock, thereafter and until dividends in full,
including all  accumulated and unpaid  dividends to the next preceding  Dividend
Payment  Date on the  Series E  preferred  Stock  outstanding,  shall  have been
declared and set apart for payment or paid, the Corporation shall not redeem any
Preferred Stock, by operation of any sinking fund or otherwise, including shares
of Series E Preferred  Stock,  unless all then  outstanding  shares of Preferred
Stock are redeemed,  and neither the Corporation nor any subsidiary may purchase
any shares of Preferred Stock, including shares of Series E Preferred Stock, and
neither the  Corporation nor any subsidiary may redeem or purchase any shares of
stock  subordinate  to the  shares of Series E  Preferred  Stock in  respect  of
dividends or  distribution  of assets upon  liquidation,  provided  that nothing
shall  prevent the  Corporation  from  completing  the purchase or redemption of
shares of Preferred  Stock for which a purchase  contract was entered  into,  or
notice of redemption of which was initially given, prior to such default.

         (b) Whenever, at any time or times,  dividends payable on the shares of
Series E Preferred  Stock shall be in arrears in an amount equal to at least two
full annual dividends on the shares at the time outstanding,  the holders of the
outstanding shares of Series E

                                       15

<PAGE>



Preferred  Stock shall have the exclusive  right,  voting  separately as a class
with  holders  of shares of any one or more  other  series  of  Preferred  Stock
ranking on a parity with Series E 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  Corporation  at the  Corporation's  next  annual  meeting  of
shareholders and at each subsequent annual meeting of shareholders.  At meetings
for election of such  directors,  the  presence,  in person or by proxy,  of the
holders of a majority  of the  outstanding  shares of Series E  Preferred  Stock
(together  with  the  holders  of  shares  of any one or more  other  series  of
Preferred  Stock  ranking  on a parity  with  respect  to the  election  of such
additional directors) shall be required and be sufficient to constitute a quorum
of such class for the  election of such  directors.  At meetings for election of
such directors or adjournments  thereof, (1) the absence of a quorum of Series E
Preferred  Stock  (together  with the holders of shares of any one or more other
series of  Preferred  Stock  ranking on a parity with respect to the election of
such additional directors) shall not prevent the election of the directors to be
elected  otherwise  than pursuant to this  subsection  (b), and the absence of a
quorum of the  holders of stock other than  holders of Series E Preferred  Stock
(together  with  the  holders  of  shares  of any one or more  other  series  of
Preferred  Stock  ranking  on a parity  with  respect  to the  election  of such
additional  directors)  shall not prevent the  election of the  directors  to be
elected  pursuant to this  subsection (b), and (2) in the absence of such quorum
either of holders of Series E Preferred  Stock or of holders of stock other than
Series E Preferred Stock, or both, a majority of the holders,  present in person
or by proxy,  of the class or classes of stock which lack a quorum  shall have a
power to  adjourn  the  meeting  for the  election  of  directors  whom they are
entitled to elect,  from time to time without notice other than  announcement at
the meeting,  until a quorum shall be present. Upon the vesting of such right of
the  holders of Series E  Preferred  Stock,  the  maximum  authorized  number of
members of the Board of Directors  shall  automatically  be increased by two and
the two  vacancies  so  created  shall be filled by vote of the  holders  of the
outstanding  shares of Series E Preferred  Stock  (together  with the holders of
shares of any one or more other  series of Preferred  Stock  ranking on a parity
with respect to the election of such additional  directors) as herein set forth.
The right of the holders of Series E Preferred  Stock,  voting  separately  as a
class,  to elect  (together  with the holders of shares of any one or more other
series of  Preferred  Stock  ranking on a parity with respect to the election of
such additional  directors) members of the Board of Directors of the Corporation
as aforesaid  shall continue until such time as all dividends in arrears on this
Series E Preferred Stock shall have been

                                       16

<PAGE>



paid in full, at which time such right shall  immediately  terminate,  except as
herein or by law expressly  provided,  subject to revesting in the event of each
and every subsequent default of the character above mentioned.

         Each  director  elected by the  holders of shares of Series E Preferred
Stock shall  continue to serve as such director until such time as all dividends
in arrears  on the Series E  Preferred  Stock  shall have been paid in full,  at
which time the term of office of all persons elected as directors by the holders
of shares of Series E Preferred Stock shall immediately terminate and the number
of  members  of the  Board of  Directors  of the  Corporation  shall be  reduced
accordingly.  If the office of any  director  elected by the holders of Series E
Preferred   Stock  voting  as  a  class  becomes  vacant  by  reason  of  death,
resignation,  retirement,  disqualification,  removal from office, or otherwise,
the remaining director elected by the holders of Series E Preferred Stock voting
as a class may choose a successor who shall hold office for the  unexpired  term
in respect of which such  vacancy  occurred.  Whenever the term of office of the
directors elected by the holders of Series E Preferred Stock as provided in this
subsection (b) shall have expired,  the number of directors shall be such number
as may be provided for in the Bylaws  irrespective of any increase made pursuant
to the provisions of this subsection (b).

         Section 11. Relative Rights of Series E Preferred Stock. So long as any
of the Series E Preferred Stock is outstanding, the Corporation will not:

         (a) Declare,  or pay, or set apart for payment,  any  dividends  (other
than dividends or distributions  payable in stock ranking junior to the Series A
Preferred Stock as to dividends or upon liquidation,  dissolution or winding-up)
or make any  distribution in cash or other property on any other class or series
of stock of the  Corporation  ranking  junior to the  Series E  Preferred  Stock
either as to dividends or upon liquidation,  dissolution or winding-up, and will
not redeem, purchase or otherwise acquire any shares of any such junior class or
series of stock if at the time of making  such  declaration,  payment or setting
apart  for  payment,  distribution,  redemption,  purchase  or  acquisition  the
Corporation  shall be in default with respect to any dividend payable on, or any
obligation to retire shares of Series E Preferred Stock; and

         (b) Without the  affirmative  vote or consent of the holders,  given in
person or by proxy,  either in writing  or by  resolution  adopted  either at an
annual  meeting or special  meeting  called for the  purpose,  of at least (i) a
majority of the shares of Series E Preferred Stock at

                                       17

<PAGE>



the time  outstanding  (the holders of Series E Preferred  Stock  consenting  or
voting  separately as a class),  authorize,  create,  or issue,  or increase the
authorized  or issued  amount,  of any class or series of stock ranking prior to
the  Series E  Preferred  Stock,  either as to  dividends  or upon  liquidation,
dissolution or  winding-up,  or (ii) 66 2/3% of the shares of Series E Preferred
Stock  at the  time  outstanding  (the  holders  of  Series  E  Preferred  Stock
consenting or voting separately as a class),  amend, alter or repeal (whether by
merger,  consolidation  or  otherwise)  any of the  provisions  of these Amended
Articles so as to  materially  and  adversely  affect the  preferences,  special
rights, privileges or powers of the Series E Preferred Stock; provided, however,
that any increase in the authorized Preferred Stock or the creation and issuance
of any other series of Preferred Stock ranking on a parity with or junior to the
Series E Preferred Stock shall not be deemed to materially and adversely  affect
such preferences, rights, privileges or powers.

                                    ARTICLE X
                     Designations, Rights and Preferences of
                   7% PRIDES (SM), Convertible Preferred Stock

         The designations, rights, preferences,  limitations and restrictions of
the shares of Preferred Stock,  without par value, to be designated as 7% PRIDES
(SM), Convertible Preferred Stock are hereby fixed as follows;

         Section 1.  Designation and Amount.  The designation  of the series  of
Preferred Stock created by this Article X shall be "7% PRIDES (SM),  Convertible
Preferred  Stock,  no par  value per  share"  (the  "PRIDES").  The  PRIDES  are
Preferred  Redeemable  Increased Dividend Equity Securities (SM). The authorized
number of shares constituting the PRIDES shall be 4,370,000.

         (SM) Service mark of Merrill Lynch & Co., Inc.

         Section 2.  Dividends.

         (a) The holders of  outstanding  shares of PRIDES  shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available therefor,  cumulative preferential dividends from January 23, 1996, at
the rate per share of $4.279 per annum, and no more,  payable quarterly for each
share of PRIDES, payable in arrears on the 1st day of each February, May, August
and November,  respectively  (each such date being hereinafter  referred to as a
"Dividend  Payment  Date"),  or, if any Dividend  Payment Date is not a business
day, then the Dividend Payment Date shall be the next succeeding business day;

                                       18

<PAGE>



provided,  however,  that,  with respect to any dividend  period  during which a
redemption occurs, the Corporation may, at its option, declare accrued dividends
to, and pay such dividends on, the redemption date, in which case such dividends
would be payable on the redemption  date in cash to the holders of the shares of
PRIDES  as of the  record  date  for such  dividend  payment  and  such  accrued
dividends would not be included in the calculation of the related Call Price (as
hereinafter defined).  Each dividend on the shares of PRIDES shall be payable to
holders of record as they  appear on the stock  register of the  Corporation  on
such record date, not less than 10 (except as otherwise provided with respect to
the first  dividend  payment) nor more than 60 days  preceding the payment dates
thereof, as shall be fixed by the Board of Directors. The first dividend payment
shall be for the period from January 23, 1996 to but excluding  February 1, 1996
and the first  dividend will be payable on February 1, 1996 to holders of record
at the close of business on January 23,  1996.  Dividends  (or amounts  equal to
accrued  and unpaid  dividends)  payable on shares of PRIDES for any period less
than a full quarterly dividend period will be computed on the basis of a 360-day
year of twelve 30-day months and the actual number of days elapsed in any period
less than one month.

         Dividends on the shares of PRIDES will accrue  whether or not there are
funds  legally  available  for the payment of such  dividends and whether or not
such dividends are declared on a daily basis from the previous  Dividend Payment
Date. Accumulated unpaid dividends shall not bear interest. Dividends will cease
to accrue in respect of shares of PRIDES on the  Mandatory  Conversion  Date (as
hereinafter defined) or on the date of their earlier conversion or redemption.

         The  shares of PRIDES  will rank on a  parity,  both as to  payment  of
dividends  and  distribution  of assets upon  liquidation,  with the  Cumulative
Convertible  Preferred  Stock and with any future  preferred stock issued by the
Corporation (the "Preferred Stock") that by its terms ranks on a parity with the
shares of PRIDES.

         (b) As long as any shares of PRIDES are  outstanding,  no dividends for
any dividend  period  (other than  dividends  payable in shares of, or warrants,
rights or options  exercisable  for or convertible  into shares of, Common Stock
(as defined below) or any other capital stock of the Corporation  ranking junior
to the shares of PRIDES as to the payment of dividends and the  distribution  of
assets upon liquidation  ("Junior Stock") and cash in lieu of fractional  shares
of such Junior Stock in connection  with any such dividend) will be paid in cash
or otherwise, nor will any other distribution be made (other than a distribution
payable in Junior  Stock and cash in lieu of  fractional  shares of such  Junior
Stock in connection with any such distribution), on any Junior

                                       19

<PAGE>



Stock unless:  (i) full dividends on all  outstanding  shares of Preferred Stock
(including the shares of PRIDES), that does not constitute Junior Stock ("Parity
Preferred Stock") have been paid, or declared and set aside for payment, for all
dividend  periods  terminating  on or  prior to the  date of such  Junior  Stock
dividend or  distribution  payment to the extent such dividends are  cumulative;
(ii) dividends in full, in the case of a dividend payment with respect to Junior
Stock, for any Parity Preferred Stock dividend period  commencing on or prior to
the date of such  Junior  Stock  dividend  payment  or, in the case of any other
distribution  with respect to Junior Stock, for the current  quarterly  dividend
period,  have  been  paid,  or  declared  and  set  aside  for  payment,  on all
outstanding  shares of Parity  Preferred  Stock to the extent such dividends are
cumulative;  (iii) the  Corporation  has paid or set aside all amounts,  if any,
then  or  theretofore  required  to be  paid  or set  aside  for  all  purchase,
retirement,  and sinking  funds,  if any, for any  outstanding  shares of Parity
Preferred  Stock;  and  (iv) the  Corporation  is not in  default  on any of its
obligations to redeem any outstanding shares of Parity Preferred Stock.

         In addition, as long as any shares of PRIDES are outstanding, no shares
of any Junior Stock may be  purchased,  redeemed,  or otherwise  acquired by the
Corporation  or  any  of  its   subsidiaries   (except  in  connection   with  a
reclassification  or exchange of any Junior Stock  through the issuance of other
Junior  Stock (and cash in lieu of  fractional  shares of such  Junior  Stock in
connection therewith) or the purchase,  redemption,  or other acquisition of any
Junior  Stock with any Junior  Stock (and cash in lieu of  fractional  shares of
such Junior Stock in  connection  therewith))  nor may any funds be set aside or
made available for any sinking fund for the purchase or redemption of any Junior
Stock unless:  (i) full dividends on all outstanding  shares of Parity Preferred
Stock have been paid,  or declared and set aside for  payment,  for all dividend
periods  terminating  on or prior to the date of such  purchase,  redemption  or
acquisition to the extent such dividends are  cumulative;  (ii) the  Corporation
has paid or set aside all amounts,  if any, then or  theretofore  required to be
paid or set aside for all purchase,  retirement,  and sinking funds, if any, for
any outstanding  shares of Parity  Preferred Stock; and (iii) the Corporation is
not in default on any of its  obligations  to redeem any  outstanding  shares of
Parity Preferred Stock.

         Subject to the  provisions  described  above,  such  dividends or other
distributions  (payable in cash, property, or Junior Stock) as may be determined
by the Board of  Directors  may be declared and paid on the shares of any Junior
Stock from time to time and Junior Stock may be purchased, redeemed or otherwise
acquired by the Corporation or any of

                                       20

<PAGE>



its subsidiaries  from time to time. In the event of the declaration and payment
of any such dividends or other  distributions,  the holders of such Junior Stock
will  be  entitled,  to the  exclusion  of  holders  of any  outstanding  Parity
Preferred Stock, to share therein according to their respective interests.

         As long as any  shares of PRIDES  are  outstanding,  dividends  for any
dividend period or other distributions may not be paid on any outstanding shares
of Parity Preferred Stock (other than dividends or other  distributions  payable
in Junior  Stock and cash in lieu of  fractional  shares of such Junior Stock in
connection therewith),  unless either: (a) (i) full dividends on all outstanding
shares of Parity  Preferred  Stock have been paid, or declared and set aside for
payment,  for all dividend  periods  terminating on or prior to the date of such
Parity  Preferred  Stock  dividend  or  distribution  payment to the extent such
dividends  are  cumulative;  (ii)  dividends in full,  in the case of a dividend
payment,  for any Parity Preferred Stock dividend period  commencing on or prior
to the date of such dividend payment or, in the case of any other  distribution,
for the current quarterly  dividend period,  have been paid, or declared and set
aside for payment,  on all outstanding  shares of Parity  Preferred Stock to the
extent such  dividends are  cumulative;  (iii) the  Corporation  has paid or set
aside all amounts, if any, then or theretofore  required to be paid or set aside
for all purchase,  retirement  and sinking  funds,  if any, for any  outstanding
shares of Parity  Preferred Stock; and (iv) the Corporation is not in default on
any of its  obligations  to redeem any  outstanding  shares of Parity  Preferred
Stock;  or (b) any such  dividends  are  declared  and paid pro rata so that the
amounts of any dividends  declared and paid per share on  outstanding  shares of
PRIDES and each other  share of such  Parity  Preferred  Stock will in all cases
bear to each other the same ratio that accrued and unpaid  dividends  (including
any accumulation with respect to unpaid dividends for prior dividend periods, if
such dividends are  cumulative)  per share of  outstanding  shares of PRIDES and
such other outstanding shares of Parity Preferred Stock bear to each other.

         In  addition,  as long as any  shares of PRIDES  are  outstanding,  the
Corporation may not purchase,  redeem or otherwise  acquire any Parity Preferred
Stock  (except  with any Junior Stock and cash in lieu of  fractional  shares of
such Junior Stock in connection  therewith) unless: (i) full dividends on Parity
Preferred  Stock have been paid, or declared and set aside for payment,  for all
dividend  periods  terminating on or prior to the date of such Parity  Preferred
Stock  purchase,  redemption  or other  acquisition  payment to the extent  such
dividends  are  cumulative;  (ii)  the  Corporation  has paid or set  aside  all
amounts, if any, then or theretofore required to be paid or set

                                       21

<PAGE>



aside for all purchase,  retirement,  and sinking funds,  if any, for any Parity
Preferred  Stock;  and (iii) the  Corporation  is not in  default  of any of its
obligations to redeem any Parity Preferred Stock.

         (c) Any  dividend  payment  made on the shares of PRIDES shall first be
credited  against the earliest  accrued but unpaid  dividend due with respect to
the shares of PRIDES.

         (d) All  dividends  paid with  respect to the shares of PRIDES shall be
paid pro rata to the holders entitled thereto.

         (e)  Holders  of the  shares of PRIDES  shall be  entitled  to  receive
dividends in preference to and in priority over any dividends upon any shares of
the  Corporation  ranking  junior to the shares of PRIDES as to  dividends,  but
subject  to the  rights  of  holders  of  shares  of the  Corporation  having  a
preference and a priority over the payment of dividends on the shares of PRIDES.

         Section 3.  Redemption and Conversion.

         (a)  Mandatory   Conversion.   On  February  1,  2000  (the  "Mandatory
Conversion Date"), each outstanding share of PRIDES shall convert  automatically
(the  "Mandatory  Conversion")  into  shares  of  Common  Stock  at  the  Common
Equivalent Rate (as hereinafter  defined) in effect on the Mandatory  Conversion
Date and the right to receive an amount in cash equal to all  accrued and unpaid
dividends  on such share of PRIDES  (other than  previously  declared  dividends
payable to a holder of record on a prior date) to the Mandatory Conversion Date,
whether or not  declared,  out of funds  legally  available  for the  payment of
dividends,  subject  to the right of the  Corporation  to redeem  the  shares of
PRIDES on or after February 1, 1999 (the "Initial Redemption Date") and prior to
the Mandatory Conversion Date, as described below, and subject to the conversion
of the  shares of PRIDES at the  option of the  holder at any time  prior to the
Mandatory  Conversion Date. The Common Equivalent Rate is initially one share of
Common Stock for each share of PRIDES and is subject to  adjustment as set forth
below.  Dividends  on the shares of PRIDES shall cease to accrue and such shares
shall cease to be outstanding on the Mandatory  Conversion Date. The Corporation
shall  make  such  arrangements  as it deems  appropriate  for the  issuance  of
certificates  representing shares of Common Stock and for the payment of cash in
respect  of such  accrued  and  unpaid  dividends,  if  any,  or cash in lieu of
fractional  shares,  if any, in exchange for and  contingent  upon  surrender of
certificates  representing  the shares of PRIDES,  and the Corporation may defer
the payment of dividends  on such shares of Common Stock and the voting  thereof
until,  and make such payment and voting  contingent upon, the surrender of such
certificates representing

                                       22

<PAGE>



the shares of PRIDES,  provided that the  Corporation  shall give the holders of
the shares of PRIDES such notice of any such  actions as the  Corporation  deems
appropriate  and upon such  surrender  such holders shall be entitled to receive
such  dividends  declared and paid on such shares of Common Stock  subsequent to
the Mandatory  Conversion Date. Amounts payable in cash in respect of the shares
of PRIDES or in respect of such shares of Common Stock shall not bear interest.

         (b)      Redemption by the Corporation.

                  (i) Right to Redeem.  Shares of PRIDES are not  redeemable  by
         the Corporation  prior to the Initial  Redemption Date. At any time and
         from time to time on or after the Initial  Redemption Date and prior to
         the Mandatory  Conversion Date, the Corporation shall have the right to
         redeem, in whole or in part, the outstanding shares of PRIDES. Upon any
         such redemption, the Corporation shall deliver to the holders of shares
         of PRIDES,  in  accordance  with the  provisions  of this Article X, in
         exchange  for each share so  redeemed,  the  greater of (A) a number of
         shares  of  Common  Stock  equal to the Call  Price  in  effect  on the
         redemption  date,  divided by the Current Market Price (as  hereinafter
         defined) of the Common Stock  determined  as of the second  trading day
         immediately  preceding the Notice Date (as hereinafter  defined) or (B)
         .855 of a share of Common  Stock  (subject  to  adjustment  in the same
         manner as the  Optional  Conversion  Rate (as  hereinafter  defined) is
         adjusted).  The public announcement of any call for redemption shall be
         made  prior to, or at the time of,  the  mailing  of the notice of such
         call to holders of shares of PRIDES as described  below.  If fewer than
         all the  outstanding  shares of PRIDES  are to be  redeemed,  shares of
         PRIDES  to be  redeemed  shall  be  selected  by the  Corporation  from
         outstanding shares of PRIDES not previously redeemed by lot or pro rata
         (as nearly as may be practicable) or by any other method  determined by
         the Board of Directors in its sole discretion to be equitable.  As used
         in this  subparagraph  (b), the term "Notice  Date" with respect to any
         notice given by the  Corporation  in  connection  with a redemption  of
         shares of PRIDES means the date on which first occurs either the public
         announcement of such redemption or the  commencement of mailing of such
         notice to the holders of shares of PRIDES.

                                       23

<PAGE>



                  (ii)  Notice of  Redemption.  The  Corporation  shall  provide
         notice of any  redemption  of the shares of PRIDES to holders of record
         of PRIDES to be called for redemption not less than 15 nor more than 60
         days prior to the date fixed for such redemption.  Such notice shall be
         provided by mailing  notice of such  redemption,  first  class  postage
         prepaid,  to each holder of record of shares of PRIDES to be  redeemed,
         at such  holder's  address as it appears on the stock  register  of the
         Corporation;  provided,  however,  that  neither  failure  to give such
         notice  nor  any  defect  therein  shall  affect  the  validity  of the
         proceeding  for the  redemption  of any shares of PRIDES to be redeemed
         except as to the  holders  to whom the  Corporation  has failed to give
         said notice or whose notice was defective.

         Each such notice shall state,  as  appropriate,  the  following and may
         contain such other information as the Corporation deems advisable:

                  (A)      the redemption date;

                  (B)      that  all  outstanding  shares  of  PRIDES  are to be
                           redeemed or, in the case of a call for  redemption of
                           fewer  than all  outstanding  shares of  PRIDES,  the
                           number  of such  shares  held by  such  holder  to be
                           redeemed;

                  (C)      the number of shares of Common Stock deliverable upon
                           redemption  of each  share of PRIDES  to be  redeemed
                           and,  if  applicable,  the Call Price and the Current
                           Market Price used to calculate  such number of shares
                           of Common Stock;

                  (D)      the place or places where certificatesfor such shares
                           are to be surrendered for redemption; and

                  (E)      that dividends on the shares of PRIDES to be redeemed
                           shall cease to accrue on such redemption date (except
                           as otherwise provided herein).


                                       24

<PAGE>



                  (iii)   Deposit  of  Shares  and  Funds.   The   Corporation's
         obligation  to deliver  shares of Common  Stock and provide  funds upon
         redemption in accordance with this Section 3 shall be deemed  fulfilled
         if, on or before a redemption date, the Corporation  shall  irrevocably
         deposit,  with a bank or trust  company,  or an  affiliate of a bank or
         trust company, having an office or agency in New York City and having a
         capital and surplus of at least $50,000,000, or shall set aside or make
         other reasonable provision for the issuance of such number of shares of
         Common  Stock  as are  required  to be  delivered  by  the  Corporation
         pursuant  to  this  Section  3  upon  the  occurrence  of  the  related
         redemption  (and for the  payment  of cash in lieu of the  issuance  of
         fractional  share amounts and accrued and unpaid  dividends  payable in
         cash on the shares to be redeemed as and to the extent provided by this
         Section  3). Any  interest  accrued on such funds  shall be paid to the
         Corporation  from time to time.  Any shares of Common Stock or funds so
         deposited  and  unclaimed at the end of two years from such  redemption
         date shall be repaid and released to the  Corporation,  after which the
         holder or  holders of such  shares of PRIDES so called  for  redemption
         shall  look only to the  Corporation  for  delivery  of such  shares of
         Common Stock or funds.

                  (iv)    Surrender of Certificates;  Status.   Each  holder  of
         shares  of PRIDES to  be  redeemed  shall  surrender  the  certificates
         evidencing such shares  (properly endorsed or assigned for transfer, if
         the Board of Directors shall so require and the notice shall so  state)
         to  the  Corporation  at  the  place  designated  in the notice of such
         redemption and  shall  thereupon  be entitled  to  receive certificates
         evidencing  shares  of  Common  Stock and  to receive any funds payable
         pursuant to this Section 3 following such surrender and  following  the
         date of such redemption.  In case fewer than all the shares represented
         by any such surrendered certificate  are called  for redemption,  a new
         certificate  shall  be  issued  at  the  expense  of   the  Corporation
         representing the unredeemed shares.  If such notice of redemption shall
         have been  given, and if  on  the  date fixed for redemption, shares of
         Common Stock and funds  necessary  for  the redemption shall have  been
         irrevocably either set aside by the Corporation separate and apart from
         its other funds or assets in

                                       25

<PAGE>



         trust for the  account of the  holders of the shares to be  redeemed or
         converted  (and so as to be and continue to be  available  therefor) or
         deposited  with a bank or a trust  company or an  affiliate  thereof as
         provided  herein or the  Corporation  shall have made other  reasonable
         provision  therefor,   then,   notwithstanding  that  the  certificates
         evidencing  any shares of PRIDES so called for redemption or subject to
         conversion  shall not have been  surrendered,  the  shares  represented
         thereby so called for redemption shall be deemed no longer outstanding,
         dividends  with  respect to the shares so called for  redemption  shall
         cease to accrue on the date fixed for  redemption  (except that holders
         of shares of PRIDES at the close of  business  on a record date for any
         payment of dividends shall be entitled to receive the dividend  payable
         on  such   shares   on  the   corresponding   Dividend   Payment   Date
         notwithstanding  the  redemption of such shares  following  such record
         date and  prior to such  Dividend  Payment  Date) and all  rights  with
         respect to the shares so called for redemption  shall  forthwith  after
         such date cease and terminate,  except for the rights of the holders to
         receive the shares of Common Stock and funds, if any,  payable pursuant
         to this Section 3 without interest upon surrender of their certificates
         therefor  (unless  the  Corporation  defaults  on the  delivery of such
         shares or the payment of such funds).  Holders of shares of PRIDES that
         are redeemed  shall not be entitled to receive  dividends  declared and
         paid on such shares of Common  Stock,  and such shares of Common  Stock
         shall not be  entitled to vote,  until such shares of Common  Stock are
         issued upon the surrender of the certificates  representing such shares
         of PRIDES and upon such  surrender  such  holders  shall be entitled to
         receive such dividends declared and paid on such shares of Common Stock
         subsequent to such redemption date without interest thereon.

         (c) Conversion at Option of Holder.  Shares of PRIDES are  convertible,
in whole or in part, at the option of the holders thereof,  at any time prior to
the Mandatory Conversion Date, unless previously redeemed, into shares of Common
Stock at a rate of .855 of a share of Common Stock for each share of PRIDES (the
"Optional  Conversion  Rate")  (equivalent  to a conversion  price of $71.49 per
share of Common Stock),  subject to adjustment as set forth below.  The right to
convert shares of PRIDES called for redemption shall terminate immediately prior
to

                                       26

<PAGE>



the close of business on the redemption date.

         Conversion  of  shares of PRIDES  at the  option of the  holder  may be
effected by  delivering  certificates  evidencing  such  shares,  together  with
written notice of conversion and a proper assignment of such certificates to the
Corporation  or in  blank,  to the  office or  agency  to be  maintained  by the
Corporation  for that purpose  (and,  if  applicable,  cash payment of an amount
equal to the dividend payable on such shares),  and otherwise in accordance with
conversion procedures  established by the Corporation.  Each optional conversion
shall be deemed to have been effected immediately prior to the close of business
on the date on which the foregoing  requirements shall have been satisfied.  The
conversion  shall be at the Optional  Conversion Rate in effect at such time and
on such date.

         Holders of shares of PRIDES at the close of  business  on a record date
for any payment of declared  dividends shall be entitled to receive the dividend
payable   on  such   shares  on  the   corresponding   Dividend   Payment   Date
notwithstanding  the  conversion of such shares  following  such record date and
prior to the  corresponding  Dividend  Payment Date.  However,  shares of PRIDES
surrendered for conversion  after the close of business on a record date for any
payment of dividends  and before the opening of business on the next  succeeding
Dividend  Payment Date must be accompanied by payment in cash of an amount equal
to the  dividend  thereon  which  is to be paid on such  Dividend  Payment  Date
(unless such shares have been called for redemption on a redemption date between
such record date and such Dividend  Payment  Date). A holder of shares of PRIDES
called for  redemption  on February 1, 1999 or any other  Dividend  Payment Date
thereafter will receive the dividend on such shares payable on that date without
paying an amount  equal to such  dividend to the  Corporation  upon  conversion.
Except as provided above, upon any optional  conversion of shares of PRIDES, the
Corporation shall make no payment or allowance for unpaid dividends,  whether or
not in  arrears,  on  converted  shares  of PRIDES  or for  previously  declared
dividends  or  distributions  on the  shares of Common  Stock  issued  upon such
conversion.

         (d) Common  Equivalent Rate and Optional  Conversion Rate  Adjustments.
The  Common  Equivalent  Rate and the  Optional  Conversion  Rate  shall be each
subject to adjustment from time to time as provided below in this section (d).

                  (i)         If the Corporation shall, after January 23,
         1996:

                  (A)      pay a stock dividend or make a

                                       27

<PAGE>



                           distribution  with  respect  to its  Common  Stock in
                           shares of such Common Stock,

                  (B)      subdivide or split its outstanding Common  Stock into
                           a greater number of shares,

                  (C)      combine its outstanding shares of Common Stock into a
                           smaller number of shares, or

                  (D)      issue  by  reclassification  of  its shares of Common
                           Stock any shares of common stock of the  Corporation,
                           then, in any such event,  the Common  Equivalent Rate
                           and  the   Optional   Conversion   Rate   in   effect
                           immediately   prior  to  such  event  shall  each  be
                           adjusted  so that the  holder of any shares of PRIDES
                           shall   thereafter  be  entitled  to  receive,   upon
                           Mandatory Conversion or upon conversion at the option
                           of the holder,  the number of shares of Common  Stock
                           of the Corporation which such holder would have owned
                           or been entitled to receive immediately following any
                           event  described above had such shares of PRIDES been
                           converted  immediately  prior  to such  event  or any
                           record date with  respect  thereto.  Such  adjustment
                           shall become  effective at the opening of business on
                           the business day next  following  the record date for
                           determination  of  stockholders  entitled  to receive
                           such  dividend  or  distribution,  in the  case  of a
                           dividend or distribution,  and shall become effective
                           immediately  after the effective date, in the case of
                           a     subdivision,      split,     combination     or
                           reclassification.   Such  adjustment  shall  be  made
                           successively.

                  (ii) If the Corporation  shall,  after January 23, 1996, issue
         rights or warrants to all holders of its Common  Stock  entitling  them
         (for a period not exceeding

                                       28

<PAGE>



         45 days from the date of such  issuance) to  subscribe  for or purchase
         shares of  Common  Stock at a price  per  share  less than the  Current
         Market Price of the Common  Stock,  then, in any such event unless such
         rights or  warrants  are issued to holders of shares of PRIDES on a pro
         rata  basis  with the  shares  of  Common  Stock  based  on the  Common
         Equivalent Rate on the date  immediately  preceding such issuance,  the
         Common  Equivalent  Rate and  Optional  Conversion  Rate  shall each be
         adjusted by  multiplying  the Common  Equivalent  Rate and the Optional
         Conversion Rate, in effect immediately prior to the date of issuance of
         such rights or warrants, by a fraction, of which the numerator shall be
         the  number  of  shares  of  Common  Stock  outstanding  on the date of
         issuance  of  such  rights  or  warrants,  immediately  prior  to  such
         issuance,  plus the number of additional shares of Common Stock offered
         for subscription or purchase  pursuant to such rights or warrants,  and
         of which the denominator  shall be the number of shares of Common Stock
         outstanding  on the  date of  issuance  of  such  rights  or  warrants,
         immediately  prior to such  issuance,  plus the  number  of  additional
         shares of Common Stock which the aggregate  offering price of the total
         number of  shares  of  Common  Stock so  offered  for  subscription  or
         purchase  pursuant to such rights or  warrants  would  purchase at such
         Current Market Price  (determined  by multiplying  such total number of
         shares by the  exercise  price of such rights or warrants  and dividing
         the product so obtained by such Current Market Price).  Such adjustment
         shall  become  effective at the opening of business on the business day
         next following the record date for the  determination  of  stockholders
         entitled to receive such rights or warrants.  To the extent that shares
         of Common Stock are not delivered  after the  expiration of such rights
         or warrants,  the Common  Equivalent  Rate and the Optional  Conversion
         Rate shall each be  readjusted  to the Common  Equivalent  Rate and the
         Optional  Conversion  Rate  which  would  then  be in  effect  had  the
         adjustments been made upon the issuance of such rights or warrants upon
         the basis of  delivery  of only the  number  of shares of Common  Stock
         actually delivered. Such adjustment shall be made successively.

                  (iii) If the Corporation  shall, after January 23, 1996, pay a
         dividend or make a  distribution  to all holders of its Common Stock of
         evidences of its

                                       29

<PAGE>



         indebtedness,  cash or other  assets  (including  capital  stock of the
         Corporation  but excluding any cash dividends or  distributions,  other
         than  Extraordinary  Cash  Distributions  (as hereinafter  defined) and
         dividends  referred to in subparagraph (i) above) or shall issue to all
         holders of its Common  Stock  rights or  warrants to  subscribe  for or
         purchase any of its  securities  (other than Rights issued  pursuant to
         the Rights Plan and those referred to in subparagraph (ii) above), then
         unless such dividend is paid or  distribution is made to each holder of
         shares of PRIDES on a pro rata basis  with the  shares of Common  Stock
         based on the Common  Equivalent Rate on the date immediately  preceding
         such payment or distribution,  in any such event, the Common Equivalent
         Rate  and the  Optional  Conversion  Rate  shall  each be  adjusted  by
         multiplying the Common Equivalent Rate and the Optional Conversion Rate
         in effect on the record date  mentioned  below,  by a fraction of which
         the numerator shall be the Current Market Price per share of the Common
         Stock on the record date for the determination of stockholders entitled
         to receive such dividend or distribution,  and of which the denominator
         shall be such  Current  Market Price per share of Common Stock less the
         fair  market  value (as  determined  by the Board of  Directors,  whose
         determination  shall  be  conclusive,  and  described  in a  resolution
         adopted with respect  thereto) as of such record date of the portion of
         the assets or  evidences  of  indebtedness  so  distributed  or of such
         subscription  rights  or  warrants  applicable  to one  share of Common
         Stock.  Such  adjustment  shall  become  effective  on the  opening  of
         business on the  business  day next  following  the record date for the
         determination  of  stockholders  entitled to receive  such  dividend or
         distribution.  Such adjustment shall be made  successively.  As used in
         this section (d), the term "Extraordinary  Cash  Distributions"  means,
         with respect to any cash dividend or distribution paid on any date, the
         amount,  if any, by which all cash dividends and cash  distributions on
         the Common Stock paid during the consecutive  12-month period ending on
         and   including   such  date  (other  than  cash   dividends  and  cash
         distributions for which an adjustment to the Common Equivalent Rate and
         the Optional  Conversion  Rate was previously  made) exceeds,  on a per
         share of Common Stock basis, 10% of the average of the daily Closing

                                       30

<PAGE>



         Prices of the Common Stock over such consecutive 12- month period.

                  (iv) Any  shares of Common  Stock  issuable  in  payment  of a
         dividend shall be deemed to have been issued  immediately  prior to the
         close of business on the record date for such  dividend for purposes of
         calculating  the number of  outstanding  shares of Common  Stock  under
         subsection (ii) above.

                   (v) The  Corporation  shall also be  entitled  to make upward
         adjustments in the Common Equivalent Rate, the Optional Conversion Rate
         and the Call Price, as it in its sole discretion  shall determine to be
         advisable,  in order that any stock dividends,  subdivisions of shares,
         distribution of rights to purchase stock or securities, or distribution
         of  securities  convertible  into or  exchangeable  for  stock  (or any
         transaction which could be treated as any of the foregoing transactions
         pursuant  to  Section  305 of the  Internal  Revenue  Code of 1986,  as
         amended) made by the Corporation to its stockholders  after January 23,
         1996 shall not be taxable.

                  (vi) In any case in which  subsection  3(d) shall require that
         an adjustment as a result of any event become  effective at the opening
         of business on the  business  day next  following a record date and the
         date fixed for  conversion  pursuant to  subsection  3(a) or redemption
         pursuant to subsection  3(b) occurs after such record date,  but before
         the  occurrence  of  such  event,  the  Corporation  may,  in its  sole
         discretion,  elect to defer the following until after the occurrence of
         such  event:  (A)  issuing to the holder of any  converted  or redeemed
         shares of PRIDES the  additional  shares of Common Stock  issuable upon
         such  conversion or redemption over the shares of Common Stock issuable
         before giving effect to such  adjustments and (B) paying to such holder
         any  amount  in cash in lieu of a  fractional  share  of  Common  Stock
         pursuant to subsection 3(g).

                  (vii)    All adjustments to the Common Equivalent Rate and the
         Optional Conversion Rate shall be  calculated to the nearest 1/100th of
         a share of Common  Stock.  No  adjustment in the Common Equivalent Rate
         or

                                       31

<PAGE>



         the Optional  Conversion  Rate shall be required unless such adjustment
         would require an increase or decrease of at least one percent  therein;
         provided,  however,  that  any  adjustment  which  by  reason  of  this
         subsection  (vii) is not  required to be made shall be carried  forward
         and taken into account in any subsequent adjustment.

         (e)  Adjustment   for   Consolidation   or  Merger.   In  case  of  any
consolidation or merger to which the Corporation is a party (other than a merger
or  consolidation  in which  the  Corporation  is the  surviving  or  continuing
corporation and in which the Common Stock  outstanding  immediately prior to the
merger or consolidation  remains unchanged),  or in case of any sale or transfer
to another  corporation  of the  property of the  Corporation  as an entirety or
substantially as an entirety, or in case of any statutory exchange of securities
with  another   corporation   (other  than  in  connection   with  a  merger  or
acquisition), proper provision shall be made so that each share of PRIDES shall,
after  consummation  of such  transaction,  be subject to (i)  conversion at the
option  of the  holder  into the kind and  amount of  securities,  cash or other
property  receivable upon  consummation  of such  transaction by a holder of the
number of shares of Common Stock into which such share of PRIDES might have been
converted immediately prior to consummation of such transaction, (ii) conversion
on the Mandatory Conversion Date into the kind and amount of securities, cash or
other property  receivable upon  consummation of such securities,  cash or other
property  receivable upon  consummation  of such  transaction by a holder of the
number of shares of Common  Stock into  which  such  share of PRIDES  would have
converted  if the  conversion  on the  Mandatory  Conversion  Date had  occurred
immediately  prior to the date of  consummation  of such  transaction,  plus the
right to receive cash in an amount equal to all accrued and unpaid  dividends on
such shares of PRIDES (other than  previously  declared  dividends  payable to a
holder of record as of a prior date), (iii) redemption on any redemption date in
exchange  for  the  kind  and  amount  of  securities,  cash or  other  property
receivable upon  consummation  of such  transaction by a holder of the number of
shares of Common Stock that would have been issuable at the Call Price in effect
on such  redemption  date upon a redemption of such share  immediately  prior to
consummation  of such  transaction,  assuming  that, if the Notice Date for such
redemption is not prior to such  transaction,  the Notice Date had been the date
of such  transaction  and assuming in each case that such holder of Common Stock
failed to  exercise  rights  of  election,  if any,  as to the kind or amount of
securities,  cash  or  other  property  receivable  upon  consummation  of  such
transaction  (provided that if the kind or amount of  securities,  cash or other
property receivable upon consummation of such transaction is not

                                       32

<PAGE>



the same for each  non-electing  share,  then the kind and amount of securities,
cash or other property receivable upon consummation of such transaction for each
non-electing  share shall be deemed to be the kind and amount so receivable  per
share by a  plurality  of the  non-electing  shares).  The kind  and  amount  of
securities  into or for which  the  shares of  PRIDES  shall be  convertible  or
redeemable after consummation of such transaction shall be subject to adjustment
as  described  in the  immediately  preceding  paragraph  following  the date of
consummation of such transaction.  The Corporation may not become a party to any
such  transaction  unless the terms thereof are consistent with the foregoing or
consistent with clause (iii) of Section 7(c).

         For purposes of the immediately preceding paragraph and subsection 3(g)
(iii),  any  sale  or  transfer  to  another  corporation  of  property  of  the
Corporation  which  did not  account  for at least 50% of the  consolidated  net
income of the  Corporation  for its most recent  fiscal year ending prior to the
consummation of such  transaction  shall not in any event be deemed to be a sale
or transfer of the property of the  Corporation as an entirety or  substantially
as an entirety.

         (f)      Notice of Adjustments.  Whenever  the  Common  Equivalent Rate
and  Optional  Conversion  Rate are adjusted as herein provided, the Corporation
shall:

                  (i) forthwith  compute the adjusted Common Equivalent Rate and
         Optional   Conversion  Rate  in  accordance   herewith  and  prepare  a
         certificate  signed by an officer of the Corporation  setting forth the
         adjusted Common  Equivalent Rate and the Optional  Conversion Rate, the
         method  of  calculation  thereof  in  reasonable  detail  and the facts
         requiring  such  adjustment  and upon which such  adjustment  is based,
         which  certificate  shall be conclusive,  final and binding evidence of
         the correctness of the adjustment,  and file such certificate forthwith
         with the transfer  agent for the shares of PRIDES and the Common Stock;
         and

                  (ii) make a prompt  public  announcement  and mail a notice to
         the holders of the outstanding shares of PRIDES stating that the Common
         Equivalent  Rate and the Optional  Conversion  Rate have been adjusted,
         the facts  requiring such  adjustment and upon which such adjustment is
         based  and  setting  forth  the  adjusted  Common  Equivalent  Rate and
         Optional  Conversion  Rate, such notice to be mailed at or prior to the
         time the

                                       33

<PAGE>



         Corporation mails an interim statement to its stockholders covering the
         fiscal  quarter  during  which  the  facts  requiring  such  adjustment
         occurred,  but in any event  within  45 days of the end of such  fiscal
         quarter.

         (g)      Notices.  In case,  at any  time  while any  of  the shares of
PRIDES are outstanding,

                  (i)  the Corporation shall declare   a dividend  (or any other
         distribution) on its Common Stock, excluding any cash dividends; or

                  (ii) the  Corporation  shall  authorize  the  issuance  to all
         holders of its Common Stock of rights or warrants to  subscribe  for or
         purchase shares or its Common Stock or of any other subscription rights
         or warrants; or

             (iii) the Corporation shall authorize any  reclassification  of its
         Common Stock (other than a subdivision or  combination  thereof) or any
         consolidation  or merger to which  the  Corporation  is a party and for
         which  approval  of any  stockholders  of the  Corporation  is required
         (except for a merger of the  Corporation  into one of its  subsidiaries
         solely for the  purpose  of  changing  the  corporate  domicile  of the
         Corporation  to another  state of the United  States and in  connection
         with which there is no  substantive  change in the rights or privileges
         of any securities of the Corporation  other than changes resulting from
         differences in the corporate  statutes of the then existing and the new
         state of domicile),  or the sale or transfer to another  corporation of
         the property of the Corporation as an entirety or  substantially  as an
         entirety; or

                  (iv)  the   Corporation   shall  authorize  the  voluntary  or
         involuntary dissolution,  liquidation or winding up of the Corporation;
         then the  Corporation  shall cause to be filed at each office or agency
         maintained  for the purpose of conversion of the shares of PRIDES,  and
         shall  cause to be mailed to the  holders  of shares of PRIDES at their
         last addresses as they shall appear on the stock register,  at least 10
         days before the date hereinafter specified (or the

                                       34

<PAGE>



         earlier of the dates hereinafter specified, in the event that more than
         one date is 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  any  such  reclassification,  consolidation,  merger,  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 Common Stock
         for securities or other property (including cash), if any,  deliverable
         upon such  reclassification,  consolidation,  merger,  sale,  transfer,
         dissolution,  liquidation or winding up. The failure to give or receive
         the notice  required by this subsection (g) or any defect therein shall
         not affect the  legality or validity  of such  dividend,  distribution,
         right or warrant or other action.

         (h) Effect of  Conversions  and  Redemptions.  The person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
shall be issuable  upon any  conversion  or  redemption  shall be deemed to have
become on the date of any such conversion or redemption the holder or holders of
record of the  shares  represented  thereby;  provided,  however,  that any such
surrender on any date when the stock transfer books of the Corporation  shall be
closed  shall  constitute  the  person  or  persons  in whose  name or names the
certificate  or  certificates  for such  shares  are to be issued as the  record
holder or holders  thereof  for all  purposes  at the opening of business on the
next succeeding day on which such stock transfer books are open.

         (i) No Fractional  Shares. No fractional shares or script  representing
fractional  shares  of  Common  Stock  shall be issued  upon the  redemption  or
conversion of any shares of PRIDES.  In lieu of any fractional  share  otherwise
issuable  in respect of the  aggregate  number of shares of PRIDES of any holder
which  are  redeemed  or  converted  on any  redemption  date or upon  Mandatory
Conversion or any optional conversion,  such holder shall be entitled to receive
an amount in cash  (computed to the nearest  cent) equal to the same fraction of
the (i) Current Market Price as of the second trading day immediately  preceding
the Notice Date, in the case of redemption,  or (ii) Closing Price of the Common
Stock  determined  (A) as of the fifth  Trading Date  immediately  preceding the
Mandatory Conversion Date, in the case of

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<PAGE>



Mandatory Conversion, or (B) as of the second Trading Date immediately preceding
the effective  date of  conversion,  in the case of an optional  conversion by a
holder. If more than one share shall be surrendered for conversion or redemption
at one time by or for 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 PRIDES so surrendered or redeemed.

         (j)  Reissuance.  Shares of PRIDES that have been issued and reacquired
in any manner,  including shares  purchased,  exchanged,  redeemed or converted,
shall not be  reissued  as part of PRIDES and shall  (upon  compliance  with any
applicable  provisions  of the laws of the State of Indiana)  have the status of
authorized and unissued shares of the Preferred Stock  undesignated as to series
and may be redesignated and reissued as part of any series of Preferred Stock.

         (k)      Definitions.  As used in this Article X:

                  (i) the term  "business  day"  shall mean any day other than a
         Saturday,  Sunday, or a day on which banking  institutions in the State
         of Indiana are  authorized  or obligated  by law or executive  order to
         close or are closed because of a banking moratorium or otherwise;

                  (ii) the term "Call  Price" of each  share of PRIDES  shall be
         the sum of (x) $62.195 on and after  February 1, 1999, to and including
         April 30, 1999, $61.928 on and after May 1, 1999, to and including July
         31, 1999, $61.660 on and after August 1, 1999, to and including October
         31,  1999,  $61.393 on and after  November  1, 1999,  to and  including
         December  31,  1999,  and  $61.125 on and after  January 1, 2000 to and
         including  February 1, 2000 and (y) all  accrued  and unpaid  dividends
         thereon to but not including the redemption date (other than previously
         declared dividends payable to a holder of record as of a prior date);

                  (iii)  the term  "Closing  Price"  on any day  shall  mean the
         last  reported  sales  price on such day or, in case no such sale takes
         place on such day, the average of the reported  closing  high  and  low
         quotations,  in each  case on the New York  Stock  Exchange  or, if the
         Common Stock is not listed on the New York Stock

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<PAGE>



         Exchange, on the Nasdaq National Market, or, if the Common Stock is not
         listed on the Nasdaq National  Market,  the average of the high bid and
         low-asked quotations of the Common Stock in the over-the-counter market
         on the day in question as reported  by the  National  Quotation  Bureau
         Incorporated,  or a similarly generally accepted reporting service, or,
         if no such  quotations  are  available,  the fair  market  value of the
         Common Stock as determined by any New York Stock  Exchange  member firm
         selected from time to time by the Board of Directors for such purpose;

                  (iv) the term "Current Market Price" per share of Common Stock
         at any date shall be deemed to be the lesser of (x) the  average of the
         daily Closing Prices for the fifteen  consecutive  Trading Dates ending
         on and  including  the date in question or (y) the Closing Price of the
         Common Stock for such date of determination;  provided, however, if any
         event that  results in an  adjustment  of the  Common  Equivalent  Rate
         occurs  during such  fifteen-day  period,  the Current  Market Price as
         determined pursuant to the foregoing shall be appropriately adjusted to
         reflect the occurrence of such event; and

                  (v) the term "Trading Date" shall mean a date on which the New
         York  Stock  Exchange  (or  any  successor  thereto)  is  open  for the
         transaction of business.

         (l)  Payment  of  Taxes.   The  Corporation   shall  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 the  redemption  or conversion of
shares of  PRIDES  pursuant  to this  Section  3;  provided,  however,  that the
Corporation shall not be required to pay any tax which may be payable in respect
of any  registration of transfer  involved in the issue or delivery of shares of
Common  Stock in a name  other than that of the  registered  holder of shares of
PRIDES  redeemed or converted or to be redeemed or converted,  and no such issue
or delivery shall be made unless and until the person  requesting such issue has
paid to the  Corporation the amount of any such tax or has  established,  to the
satisfaction of the Corporation, that such tax has been paid.

         (m)   Reservation of Common Stock.  The Corporation shall at all  times
reserve and keep available, free from preemptive rights, out of the aggregate of
its authorized but unissued Common Stock and/or its

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<PAGE>



issued  Common  Stock held in its  treasury,  for the purpose of  effecting  any
Mandatory  Conversion of the shares of PRIDES or any conversion of the shares of
PRIDES at the option of the holder,  the full  number of shares of Common  Stock
then deliverable upon any such conversion of all outstanding shares of PRIDES.

         Section 4.  Liquidation Rights.

         (a) In the event of the liquidation,  dissolution, or winding up of the
business of the Corporation,  whether  voluntary or involuntary,  the holders of
shares of PRIDES then outstanding, after payment or provision for payment of the
debts and other  liabilities of the Corporation and the payment or provision for
payment of any distribution on any shares of the Corporation having a preference
and a  priority  over the  shares of  PRIDES  on  liquidation,  and  before  any
distribution to the holders of Junior Stock, shall be entitled to be paid out of
the assets of the Corporation  available for distribution to its stockholders an
amount per share of PRIDES in cash equal to the sum of (i) $61.125 plus (ii) all
accrued and unpaid dividends thereon. In the event the assets of the Corporation
available  for  distribution  to the  holders of the  shares of PRIDES  upon any
dissolution,  liquidation or winding up of the Corporation shall be insufficient
to pay in full the  liquidation  payments  payable to the holders of outstanding
shares of PRIDES and of all other series of Parity  Preferred Stock, the holders
of shares of PRIDES  and of all other  series of Parity  Preferred  Stock  shall
share ratably in such  distribution  of assets in proportion to the amount which
would be payable on such  distribution  if the  amounts to which the  holders of
outstanding  shares of PRIDES  and the  holders  of  outstanding  shares of such
Parity Preferred Stock were paid in full.  Except as provided in this Section 4,
holders of PRIDES  shall not be  entitled  to any  distribution  in the event of
liquidation, dissolution or winding up of the affairs of the Corporation.

         (b) For the purposes of this Section 4, none of the following  shall be
deemed to be a voluntary or involuntary  liquidation,  dissolution or winding up
of the Corporation:

                  (i)  the sale,  lease,  transfer   or   exchange of    all  or
         substantially all of the assets of the Corporation; or

                  (ii) the  consolidation  or merger of the Corporation with one
         or more  other  corporations  (whether  or not the  Corporation  is the
         corporation surviving such consolidation or merger).


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<PAGE>



         Section 5.  Definition.  As used in this  Article XV, the term  "Common
Stock"  shall  mean any  stock  of any  class of the  Corporation  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
Corporation and which is not subject to redemption by the Corporation.  However,
shares  of Common  Stock  issuable  upon  conversion  of shares of PRIDES  shall
include  only shares of the class  designated  as Common stock as of January 23,
1996, or shares of the  Corporation  of any class or classes  resulting from any
reclassification  or  reclassification  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 Corporation and which
are not subject to redemption by the Corporation; provided, however, 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 such reclassification  bears
to  the  total  number  of  shares  of  all  classes  resulting  from  all  such
reclassification.

         Section 6. No Preemptive  Rights. The holders of shares of PRIDES shall
have no  preemptive  rights,  including  preemptive  rights with  respect to any
shares of capital stock or other securities of the Corporation  convertible into
or carrying rights or options to purchase any such shares.

         Section 7.  Voting Rights.

         (a) The  holders  of  shares of PRIDES  shall  have the right  with the
holders of Common Stock to vote in the election of directors and upon each other
matter  coming before any meeting of the  stockholders  on the basis of 4/5 of a
vote for each share  held.  The  holders of shares of PRIDES and the  holders of
Common  stock shall vote  together as one class  except as  otherwise  set forth
herein or as otherwise provided by law or elsewhere in these Amended Articles.

         (b) If at any time  dividends  payable  on the  shares of PRIDES or any
other series of Preferred Stock are in arrears and unpaid in an aggregate amount
equal to or exceeding the aggregate amount of dividends  payable thereon for six
quarterly  dividend periods,  or if any other series of Preferred Stock shall be
entitled  for any other  reason to exercise  voting  rights,  separate  from the
Common  Stock,  to elect any  Directors  of the  Corporation  ("Preferred  Stock
Directors"),  the holders of the shares of PRIDES,  voting separately as a class
with the holders of all other series of  Preferred  Stock upon which like voting
rights have been conferred and are exercisable, with each share of PRIDES

                                       39

<PAGE>



entitled to vote on this and other matters upon which Preferred Stock votes as a
group,  shall have the right to vote for the  election  of two  Preferred  Stock
Directors of the Corporation,  such Directors to be in addition to the number of
Directors  constituting the Board of Directors  immediately prior to the accrual
of such  right.  Such  right of the  holders  of  shares  of PRIDES to elect two
Preferred Stock Directors  shall,  when vested,  continue until all dividends in
arrears on the shares of PRIDES and such other series of  Preferred  Stock shall
have been paid in full and the right of any other series of  Preferred  Stock to
exercise voting rights, separate from the Common Stock, to elect Preferred Stock
Directors  shall  terminate or have  terminated  and, when so paid, and any such
termination  occurs or has  occurred,  such  right of the  holders  of shares of
PRIDES to elect two Preferred Stock Directors separately as a class shall cease,
subject  always to the same  provisions  for the  vesting  of such  right of the
holders of the shares of PRIDES to elect two  Preferred  Stock  Directors in the
case of future dividend defaults.

         The term of office of each Director  elected  pursuant to the preceding
paragraph  shall  terminate  on the  earlier of (i) the next  annual  meeting of
stockholders  at which a successor shall have been elected and qualified or (ii)
the  termination  of the right of the holders of shares of PRIDES and such other
series  of  Preferred  Stock to vote for  Directors  pursuant  to the  preceding
paragraph.  Vacancies  on the  Board of  Directors  resulting  from  the  death,
resignation or other cause of any such Director  shall be filled  exclusively by
no less than  two-thirds of the remaining  Directors and the Director so elected
shall hold office until a successor is elected and qualified.

         (c)  For as  long as any  shares  of  PRIDES  remain  outstanding,  the
affirmative  consent of the  holders  of at least  two-thirds  thereof  actually
voting (voting separately as a class) given in person or by proxy, at any annual
meeting or special meeting of the shareholders called for such purpose, shall be
necessary to (i) amend,  alter or repeal any of the  provisions of these Amended
Articles of the Corporation which would adversely affect the powers, preferences
or rights of the holders of the shares of PRIDES then  outstanding or reduce the
minimum time  required for any notice to which  holders of shares of PRIDES then
outstanding  may be  entitled;  provided,  however,  that  any  such  amendment,
alteration  or repeal that would  authorize,  create or increase the  authorized
amount of any  additional  shares of Junior  Stock or any other  shares of stock
(whether  or not  already  authorized)  ranking  on a parity  with the shares of
PRIDES  shall be deemed not to  adversely  affect such  powers,  preferences  or
rights and shall not be subject to  approval by the holders of shares of PRIDES;
and provided further that clause (i) shall not be applicable to the

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<PAGE>



amendment,  alteration or repeal of any provisions of these Amended  Articles of
the  Corporation  approved at a meeting of the  shareholders  the record date of
which is prior to the  issuance  of any  shares of  PRIDES;  (ii)  authorize  or
create, or increase the authorized amount of, any capital stock, or any security
convertible  into capital  stock,  of any class  ranking  senior to PRIDES as to
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up of the Corporation; or (iii) merge or consolidate with or into any
other  corporation,  unless  each  holder of the  shares  of PRIDES  immediately
preceding  such  merger or  consolidation  shall  have the  right  either to (A)
receive or  continue  to hold in the  resulting  corporation  the same number of
shares, with substantially the same rights and preferences, as correspond to the
shares of  PRIDES  so held or (B)  convert  into  shares of Common  Stock at the
Common  Equivalent  Rate  in  effect  on  the  date  immediately  preceding  the
announcement of any such merger or consolidation.

         There is no  limitation  on the issuance by the  Corporation  of Parity
Preferred Stock or of any class ranking junior to the shares of PRIDES.

         Notwithstanding   the  provisions   summarized  in  the  preceding  two
paragraphs,  however,  no such approval  described therein of the holders of the
shares of PRIDES  shall be  required to  authorize  an increase in the number of
authorized  shares of  Preferred  Stock or if, at or prior to the time when such
amendment,  alteration,  or repeal is to take effect or when the  authorization,
creation or increase of any such senior stock or security is to be made, or when
such consolidation or merger, liquidation,  dissolution or winding up is to take
effect,  as the case may be,  provision is made for the redemption of all shares
of PRIDES at the time outstanding."

                                   ARTICLE XI
                           Manner of Adoption and Vote

         Section  1.  Action  by  Directors.  The  Board  of  Directors  of  the
Corporation or at a meeting thereof, duly called,  constituted and held on March
23, 1998 at which a quorum of such Board of Directors was present,  duly adopted
a resolution that the provisions and terms of its Amended and Restated  Articles
of Incorporation, as amended, be amended and restated so as to read as set forth
above.

         Section 2.  Shareholder Vote Not Required.  The  Amended  Articles  set
forth above were adopted by the Board of Directors  without  shareholder  action
and shareholder action was not required.

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<PAGE>



         IN WITNESS  WHEREOF,  the  undersigned  Corporation  has  caused  these
Amended Articles to be signed and verified by a duly authorized officer,  acting
for and on behalf of such Corporation;  and the undersigned  verifies subject to
the penalties of perjury that the facts contained herein are true.

         Dated this 23rd day of March, 1998.

                                  CONSECO, INC.



                               BY:/S/STEPHEN C. HILBERT
                                  -------------------------
                                  Stephen C. Hilbert,
                                  Chairman of the Board,
                                    Chief Executive Officer and
                                    President























This instrument was prepared by John J. Sabl, General Counsel
                                         Conseco, Inc.
                                         11825 N. Pennsylvania Street
                                         Carmel, IN  46032


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