<PAGE>   1
                                                                    EXHIBIT 3-1





                               STATE OF MICHIGAN
                             DEPARTMENT OF COMMERCE
                       CORPORATION AND SECURITIES BUREAU
                              CORPORATION DIVISION
                               LANSING, MICHIGAN


                               MCN CORPORATION
                          ARTICLES OF INCORPORATION
            FILED
       AUGUST 12, 1988
        Administrator
 MICHIGAN DEPARTMENT OF COMMERCE
 Corporation & Securities Bureau











IDENTIFICATION NUMBER           381-153





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                           ARTICLES OF INCORPORATION

                                       OF
                                MCN CORPORATION


Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the
undersigned corporation executes the following Articles:

     FIRST.  The name of the corporation is MCN Corporation

     SECOND.  The purpose or purposes for which the Corporation is organized is
to engage in any activity with in the purposes for which corporations may be
organized under the Michigan Business Corporation Act.

     THIRD.  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 75,000,000 shares, which shall be
divided into two classes as follows:

     (a)   25,000,000 shares of Preferred Stock, no par value (Preferred
           Stock); and

     (b)   50,000,000 shares of Common Stock of the par value of $.01
           per share (Common Stock).

     The designations, voting powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions of the above classes of stock and other general provisions
relating thereto shall be as follows:


                                     PART I
                                PREFERRED STOCK

     (a) Shares of Preferred Stock may be issued in one or more series at such
time or times and for such consideration or considerations as the Board of
Directors may determine.  All shares of any one series shall be of equal rank
and identical in all respects expect that the dates from which dividends accrue
or accumulate with respect thereto may vary.

     (b) The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one
or more series, with such voting powers, full or limited, or without voting
powers, and such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors,
and as are not stated and expressed in these Articles of Incorporation, or any
amendment thereto, including (but without limiting the generality of the
foregoing) the following:





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       (i)    The distinctive designation and number of shares
              comprising such series, which number may (except where otherwise
              provided by the Board of Directors in creating such series) be
              increased or decreased (but not below the number of shares then
              outstanding) from time to time by action of the Board of  
              Directors.
        
      (ii)    The dividend rate or rates on the shares of such series and
              the relation which such dividends shall bear to the dividends
              payable on any other class of capital stock or on any other
              series of Preferred Stock, the terms and conditions upon which
              and the periods in respect of which dividends shall be payable,
              whether and upon what conditions such dividends shall be
              cumulative and, if cumulative, the date or dates from which
              dividends shall accumulate.
        
     (iii)    Whether the shares of such series shall be redeemable, and,
              if redeemable, whether redeemable for cash, property or rights,
              including securities of any other corporation, at the option of
              either the holder or the Corporation or upon the happening of a
              specified event, the limitations and restrictions with respect to
              such redemption, the time or times when, the price or prices or
              rate or rates at which, the adjustments with which and the manner
              in which such shares shall be redeemable, including the manner of
              selecting shares of such series for redemption if less than all
              shares are to be redeemed.
        
      (iv)    The rights to which the holders of shares of such series
              shall be entitled, and the preferences, if any, over any other
              series (or of any other series over such series), upon the
              voluntary or involuntary liquidation, dissolution, distribution
              or winding up of the Corporation, which rights may vary depending
              on whether such liquidation, dissolution, distribution or winding
              up is voluntary or involuntary, and, if voluntary, may vary at
              different dates.
        
       (v)    Whether the shares of such series shall be subject to
              the operation of a purchase, retirement or sinking fund and, if
              so, whether and upon what conditions such purchase, retirement or
              sinking fund shall be cumulative or noncumulative, the extent to
              which and the manner in which such fund shall be applied to the
              purchase or redemption of the shares of such series for
              retirement or to other corporate purposes and the terms and
              provisions relative to the operation thereof.

      (vi)    Whether the shares of such series shall be convertible
              into or exchangeable for shares of any other class or of any other
              series of any class of capital stock of the Corporation, and, if
              so convertible or exchangeable, the price or prices or the rate or
              rates of conversion or exchange and the method, if any, of



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              adjusting the same, and any other terms and conditions of such
              conversion or exchange.
        
     (vii)    The voting powers, full and/or limited, if any, of the
              shares of such series, and whether and under what conditions the
              shares of such series (along or together with the shares of one
              or more other series having similar provisions) shall be entitled
              to vote separately as a single class, for the election of one or
              more additional directors of the Corporation in case of dividend
              arrearages, or other specified events, or upon other matters.
        
    (viii)    Whether the issuance of any additional shares of such series, or
              of any shares of any other series, shall be subject to
              restrictions as to issuance or as to the powers, preferences or
              rights of any such other series.
        
      (ix)    Any other preferences, privileges and powers and
              relative, participating, optional or other special rights, and
              qualifications, limitations or restrictions of such series, as
              the Board of Directors may deem advisable and as shall not be
              inconsistent with the provisions of these Articles of
              Incorporation.
        
     (c)      Unless the except to the extent otherwise required by law or 
provided in the resolution or resolutions of the Board of Directors creating
any series of Preferred Stock pursuant to this Part I, the holders of the
shares of Preferred Stock shall have no voting power with respect to any matter
whatsoever.  In no event shall the Preferred Stock be entitled to more than one
vote in respect to each share of Preferred Stock.
        
     (d)      Shares of Preferred Stock redeemed, converted, exchanged, 
purchased, retired or surrendered to the Corporation, or which have been issued
and reacquired in any manner, may, upon compliance with any applicable
provisions of the Michigan Business Corporation Act, be given the status of
authorized and unissued shares of Preferred Stock and may be reissued by the
Board of Directors as part of the series of which they were originally a part
or may be reclassified into and reissued as part of a new series or as a part
of any other series, all subject to the protective conditions or restrictions
of any outstanding series of Preferred Stock.
        

                                    PART II
                                  COMMON STOCK

     (a)      Except as otherwise required by law or by any amendment to these
Articles of Incorporation, each holder of Common Stock shall have one vote for
each share of Common Stock held by such holder on all matters voted upon by the
shareholders.





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     (b) Subject to the preferential dividend rights, if any, applicable to
shares of Preferred Stock and subject to applicable requirements, if any, with
respect to the setting aside of sums of purchase, retirement or sinking funds
for Preferred Stock, the holders of Common Stock shall be entitled to receive,
to the extent permitted by law, such dividends as may be declared from time to
time by the Board of Directors.





















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                                    PART III
                               GENERAL PROVISIONS

     No holder of stock of any class of the Corporation shall be entitled as a
matter of right to purchase or subscribe for any part of any unissued stock of
any class, or of any additional stock of any class of capital stock of the
Corporation, or of any bonds, certificates of indebtedness, debentures, or
other securities, whether or not convertible into stock of the Corporation, now
or hereafter authorized, but any such stock or other securities may be issued
and disposed of pursuant to resolution by the Board of Directors to such
persons, firms, corporations or associations and upon such terms and for such
consideration (not less than the par value or stated value thereof) as the
Board of Director in the exercise of its discretion may determine and as may be
permitted by law without action by the shareholders.  The Board of Directors
may provide for payment therefor to be received by the Corporation in cash,
personal property, real property (or leases thereof) or services.  Any and all
shares of stock so issued for which the consideration so fixed has been paid or
delivered, shall be deemed fully paid and not liable to any further call or
assessment.

     FOURTH.

     (a)     The address of the registered office of the Corporation is 500
Griswold Street, Detroit, Michigan 48226.

     (b)     The name of the registered agent at the registered office is 
Daniel L. Schiffer.

     FIFTH.  The name and address of the incorporator is as follows;


Name                                         Address
----                                         -------

Michigan Consolidated Gas Company            500 Griswold Street
                                             Detroit, Michigan 48226

     SIXTH.


     (a) The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors.  The number of directors of the
Corporation shall be fixed from time to time by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors of the
Corporation, except that the minimum number of directors shall be fixed at not
fewer than seven and the maximum number of directors shall be fixed at not more
than ten.  The directors shall be divided into three classes, designated as
Class I, Class II and Class III.  Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors.  At the 1989 annual meeting of shareholders and at each
succeeding annual meeting of shareholders, successors to the class of directors
whose terms of office expire at that annual meeting shall be elected to hold




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office for a three-year term, so that the term of office of one class of
directors shall expire in each year.

     Any vacancy occurring on the Board of Directors through death,
resignation, retirement, disqualification, removal or other cause, or resulting
from an increase, the number of directors, may be filled by the affirmative
vote of a majority of the then remaining directors, through less than a quorum,
or by the sole remaining director for a term of office continuing only until
the next election of directors by the shareholders.

     If the number of directors is changed, any increase or decrease shall be
apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
When the number of directors is increased by the Board of Directors and any
newly created directorships are filled by the Board of Directors, there shall
be no classification of the additional directors until the next election of
directors by the shareholders.

     (b) Any director may be removed from office at any time either (i) by vote
of the holders of two-thirds of the shares entitled to vote at an election of
directors, but only for cause, or (ii) by vote of two-thirds of the other
directors, with or without cause.

     (c) Notwithstanding the foregoing paragraphs, whenever the holders of any
one or more class or series of Preferred Stock issued by the Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of the Articles of Incorporation applicable thereto.  The then
authorized number of directors of the Corporation shall be increased by the
number of additional directors to be elected, and such directors so elected
shall not be divided into classes pursuant to this Article SIXTH unless
expressly provided by such terms.

     (d) Nominations for election to the Board of Directors of the Corporation
at a meeting of shareholders may be made by the Board of Directors, on behalf
of the Board of Directors by any nominating committee appointed by the Board of
Directors, or by any shareholder of the Corporation entitled to vote for the
election of directors at a meeting.  Nominations, other than those made by or
on behalf of the Board of Directors, shall be made by notice in writing
delivered to or mailed, postage prepaid, and received by the Secretary of the
Corporation at least 90 days but no more than 120 days prior to the anniversary
date of the immediately preceding annual meeting of shareholders.  The notice
shall set forth (i) the name and address of the shareholder who intends to make
the nomination; (ii) the name, age, business address and, if known, residence
address of each nominee; (iii) the principal occupation or employment of each
nominee; (iv) the number of shares of stock of the Corporation which are
beneficially owned by each nominee and by the nominating





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shareholder; (v) any other information concerning the nominee that must be
disclosed of nominees in proxy solicitations pursuant to Regulation 14A of the
Securities Exchange Act of 1934 (or any subsequent provisions replacing such
Regulation); and (vi) the executed consent of each nominee to serve as a
director of the Corporation, if elected.  The chairman of the meeting of
shareholders may, if the facts warrant, determine that a nomination was not
made in accordance with the foregoing procedures, and if the chairman should so
determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.

     SEVENTH.  Any action required to permitted to be taken by any shareholders
of the Corporation must be effected at a duly called annual or special meeting
of such shareholders and may not be effected by any consent in writing by such
shareholders.  Except as may be otherwise required by law, special meetings of
shareholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the Board of Directors.

     EIGHTH.  The Board of Directors shall not approve, adopt or recommend any
proposal to enter into a Business Combination (as hereinafter defined) or any
offer of any person or entity, other than the Corporation, to make a tender or
exchange offer for any capital stock of the Corporation, unless and until the
Board of Directors shall first establish a procedure for evaluating, and shall
have evaluated, the proposal or offer and determine that it would be in
compliance with all applicable laws and in the best interests of the
Corporation and its shareholders.  In connection with its evaluation, the Board
of Directors may seek and obtain the advice of independent investment counsel,
may seek and rely upon an opinion of legal counsel and other independent
advisers, and may test such compliance with laws in any state or federal court
or before any state or federal administrative agency which may have appropriate
jurisdiction.  In connection with its evaluation as to the best interests of
the Corporation and its shareholders, the Board of Directors shall consider all
factors which it deems relevant, including without limitation: (i) the adequacy
and fairness of the consideration to be received by the Corporation and/or its
shareholders considering the future prospects for the Corporation and its
business, historical trading prices of the Corporation capital stock, the price
that might be achieved in a negotiated sale of the Corporation as a whole, and
premiums over trading prices which have been proposed or offered with respect
to the securities of other companies in the past in connection with similar
offers; (ii) the business, financial condition and earnings prospects of the
acquiring person or entity and the competence, experience and integrity of the
acquiring person or entity and its management; and (iii) the potential social
and economic impact of the offer and its consummation upon the Corporation's
customers, the communities in which the Corporation operates or is located and
upon the Corporation's employees, other than its officers.

     The term "Business Combination" shall mean any merger or consolidation of
the Corporation with any other person or entity.






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     NINTH.  A director of the Corporation shall not be personally liable to
the Corporation  or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the Corporation or its shareholders, (ii) acts or
omissions not in good faith or that involve international misconduct or a
knowing violation of law, (iii) a violation of Section 551(1) of the Michigan
Business Corporation Act, or (iv) any transaction from which the director
derived an improper personal benefit.  If the Michigan Business Corporation Act
is amended after the date of these Articles of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended.

     Any repeal or modification of the foregoing paragraph by the shareholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.

     TENTH.  The Corporation shall have perpetual existence.

     ELEVENTH.  The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by the laws of Michigan, and all rights
conferred herein upon shareholders and directors are granted subject to this
reservation.  Notwithstanding the foregoing as well as any other provision
contained in these Articles of Incorporation, any agreement with any national
securities exchange or any provision of law which might otherwise permit a
lesser vote or no vote, but in addition to any affirmative vote required by any
other provision of these Articles of Incorporation, any agreement with any
national securities exchange or any provision of law, the affirmative vote of
the holders of at least two-thirds of the votes entitled to be cast by the
holders of all the then outstanding shares of the Corporation, voting together
as a single class, shall be required to amend or repeal Articles SIXTH,
SEVENTH, EIGHTH, or this Article ELEVENTH of these Articles of Incorporation or
adopt any provision inconsistent therewith.

     The incorporator signs its name this 12th day of August, 1988.



                                    MICHIGAN CONSOLIDATED GAS COMPANY



                                    By:
                                       -----------------------------------------
                                         Alfred R. Glancy III
                                         Chairman and Chief Executive Officer






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      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

                                     FILED

                               DECEMBER 28, 1989
 
                                Administrator
                        MICHIGAN DEPARTMENT OF COMMERCE
                        Corporation & Securities Bureau




           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

                        For use by Domestic Corporations
            (Please read information and instructions on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:


1. The present name of the corporation is:  MCN
  Corporation

2. The corporation identification
  number (CID) assigned by the Bureau is:  381-153
                                        
3. The location of its registered office is:

      500 Griswold       Detroit,  Michigan 48226
   -----------------------------            -----


4. Article    Third   of the Articles of Incorporation is hereby
          ------------
amended to read

   add thereto the Certificate of Establishment and Designation of Junior
Participating Preferred Stock, Series A of MCN Corporation in the form attached
hereto as Exhibit A.





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  5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
       CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
       DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (B)





  b.   X    The foregoing amendment to the Articles of Incorporation was duly
            adopted on the 20th day of December, 1989.  The amendment:
            (check one of the following)


       X    was duly adopted in accordance with Section 302 of the Act by the
            Board of Directors.



                                     Signed this 28th  day of   December  , 1989
                                                ------        ------------

                                      By
                                        ---------------------------------------

                                           Stephen E. Ewing, President
                                        ---------------------------------------



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                                                                       Exhibit A

                                      FORM

                                       of

                  CERTIFICATE OF ESTABLISHMENT AND DESIGNATION

                                       of

                 JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A

                                       of

                                MCN CORPORATION

                      (Pursuant to Section 450.1302 of the
                       Michigan Business Corporation Act)


     MCN Corporation, a corporation organized and existing under the Business
Corporation Act of the State of Michigan (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 450.1302 of
the Michigan Business Corporation Act at a meeting duly called and held on
December 20, 1989;

     RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") by the provisions of the Articles of Incorporation
of the Corporation, the Board of Directors hereby establishes a series of
Preferred Stock, without par value (the "Preferred Stock"), of the Corporation
and hereby states the designation and number of shares, and prescribes the
relative rights and preferences thereof as follows:

     Junior Participating Preferred Stock, Series A:

         Section 1.  Designation and Amount.  The shares of such series shall be
designated as "Junior Participating Preferred Stock, Series A" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 250,000.  Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number shares then outstanding plus the number of shares reserved for issuance
upon the exercise of outstanding options, rights or warrants, or the conversion
of any outstanding securities, issued by the Corporation exercisable for or
convertible into Series A Preferred Stock.




                                     A-1


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          Section 2.  Dividends and Distributions.

          (A)  Subject to the rights of the holders of any shares of any series
     of Preferred Stock (or any similar stock) ranking prior and superior to
     the Series A Preferred Stock with respect to dividends, the holders of
     shares of Series A Preferred Stock, in preference to the holders of Common
     Stock, par value $.01 per share (the "Common Stock"), of the Corporation,
     and of any other junior stock, shall be entitled to receive, when, as and
     if declared by the Board of Directors out of funds legally available for
     the purpose, quarterly dividends payable in cash on the first day of
     March, June, September and December in each year (each such date being
     referred to herein as a "Quarterly Dividend Payment Date"), commending on
     the first Quarterly Dividend Payment Date after the first issuance of a
     share or fraction of a share of Series A Preferred Stock, in an amount per
     share (rounded to the nearest cent) equal to the greater of (a) $1 or (b)
     subject to the provision for adjustment hereinafter set forth, 100 times
     the aggregate per share amount of all cash dividends, and 100 times the
     aggregate per share amount (payable in kind) of all non-cash dividends or
     other distributions, other than a dividend payable in shares of Common
     Stock or a subdivision of the outstanding shares of Common Stock (by
     reclassification or otherwise), declared on the Common Stock since the
     immediately preceding Quarterly Dividend Payment Date or, with respect to
     the first Quarterly Dividend Payment Date, since the first issuance of any
     share or fraction of a share of Series A Preferred Stock.  In the event
     the Corporation shall at any time declare or pay any dividend on the
     Common Stock payable in shares of Common Stock, or effect a subdivision or
     combination or consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in shares of
     Common Stock) into a greater or lesser number of shares of Common Stock,
     then in each such case the amount to which holders of shares of Series A
     Preferred Stock were entitled immediately prior to such even under clause
     (b) of the preceding sentence shall be adjusted by multiplying such amount
     by a fraction, the numerator of which is the number of shares of Common
     Stock outstanding immediately after such event and the denominator of
     which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.

          (B)  The Corporation shall declare a dividend or distribution on the
     Series A Preferred Stock as provided in paragraph (A) of this Section
     immediately after it declares a dividend or distribution on the Common
     Stock (other than a dividend payable in shares of Common Stock); provided,
     that, in the event no dividend or distribution shall have been declared on
     the Common Stock during the period between any Quarterly Dividend Payment
     Date and the next subsequent Quarterly Dividend Payment Date, a dividend
     of $1 per share on the Series A Preferred Stock shall nevertheless be
     payable on such subsequent Quarterly Dividend Payment Date.



                                     A-2


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          (C)  The Dividends shall begin to accrue and be cumulative on
     outstanding shares of Series A Preferred Stock from the Quarterly Dividend
     Payment Date next preceding the date of issue of such shares, unless the
     date of issue of such shares is prior to the record date for the first
     Quarterly Dividend Payment Date, in which case dividends on such shares
     shall begin to accrue from the date of issue of such shares, or unless the
     date of issue is a Quarterly Dividend Payment Date or is a date after the
     record date for the determination of holders of shares of Series A
     Preferred Stock entitled to receive a quarterly dividend and before such
     Quarterly Dividend Payment Date, in either of which events such dividends
     shall begin to accrue and be cumulative from such Quarterly Dividend
     Payment Date.  Accrued but unpaid dividends shall not bear interest.
     Dividends paid on the shares of Series A Preferred Stock in an amount less
     than the total amount of such dividends at the time accrued and payable on
     such shares shall be allocated pro rata on a share-by-share basis among
     all such shares at the time outstanding.  The Board of Directors may fix a
     record date for the determination of holders of shares of Series A
     Preferred Stock entitled to receive payment of a dividend or distribution
     declared thereon, which record date shall be not more than 60 days prior
     to the date fixed for the payment thereof.

          Section 3.  Voting Rights.  The holders of shares of Series A 
Preferred Stock shall have the following voting rights:

          (A)  Each share of Series A Preferred Stock shall entitle the holder
     thereof to one vote on all matters submitted to a vote of the stockholders
     of the Corporation.

          (B)  Except as otherwise provided herein, in any other Certificate of
     Establishment and Designation establishing a series of Preferred Stock or
     any similar stock, or by law, the holders of shares of Series A Preferred
     Stock and the holders of shares of Common Stock and any other capital
     stock of the Corporation having general voting rights shall vote together
     as one class on all matters submitted to a vote of the stockholders of the
     Corporation.

          (C)  Except as otherwise provided herein, or by law, holders of
     shares of Series A Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are
     entitled to vote with holders of shares of Common Stock as set forth
     herein) for taking any corporate action.

          Section 4.  Certain Restrictions.

          (A)  Whenever quarterly dividends or other dividends or distributions
     payable on the Series A Preferred Stock as provided in



                                     A-3


<PAGE>   15




     Section 2 are in arrears, thereafter and until all accrued and unpaid
     dividends and distributions, whether or not declared, on shares of Series
     A Preferred Stock outstanding shall have been paid in full, the
     Corporation shall not:

                  (i) declare or pay dividends, or make any other distributions,
           on any shares of stock ranking junior (either as to dividends or
           upon liquidation, dissolution or winding up) to the Series A
           Preferred Stock;

                 (ii) declare or pay dividends, or make any other
           distributions, on any shares of stock ranking on a party (either as
           to dividends or upon liquidation, dissolution or winding up) with
           the Series A Preferred Stock, except dividends paid ratably on the
           Series A Preferred Stock and all such parity stock on which
           dividends are payable or in arrears in proportion to the total
           amounts to which the holders of all such shares are then entitled;

                (iii) redeem or purchase or otherwise acquire for
           consideration any shares of stock ranking junior (either as to
           dividends or upon liquidation, dissolution or winding up) to the
           Series A Preferred Stock; provided, that the Corporation may at any
           time redeem, purchase or otherwise acquire shares of such junior
           stock in exchange for shares of stock of the Corporation ranking
           junior (either as to dividends or upon liquidation, dissolution or
           winding up) to the Series A Preferred Stock; or

                 (iv) redeem or purchase or otherwise acquire for consideration
           any shares of Series A Preferred Stock, or any shares of stock
           ranking on a parity (either as to dividends or upon liquidation,
           dissolution or winding up) with the Series A Preferred Stock, except
           in accordance with a purchase offer made in writing or by
           publication (as determined by the Board of Directors) to all holders
           of such shares upon such terms as the Board of Directors, after
           consideration of the respective annual dividend rates and other
           relative rights and preferences of the respective series and
           classes, shall determine in good faith will result in fair and
           equitable treatment among the respective series or classes.

          (B)  The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the Corporation could, under paragraph
     (A) of this Section, purchase or otherwise acquire such shares at such
     time and in such manner.

          Section 5.  Required Shares.  Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition



                                     A-4


<PAGE>   16




thereof.  All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set
forth herein, in the Articles of Incorporation, or in any other Certificate of
Establishment and Designation establishing a series of Preferred Stock or any
similar stock or as otherwise required by law.

         Section 6.  Liquidation, Dissolution or Winding Up.  Upon any 
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment; provided, that the holders of shares of
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount to be distributed per share to holders of shares
of Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.  In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior
to such event under the provisio to clause (1) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
        
         Section 7.  Consolidation, Merger etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged for or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of



                                     A-5


<PAGE>   17




Common Stock (by reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         Section 8.  No Redemption.  The shares of Series A Preferred Stock 
shall not be redeemable.

         Section 9.  Rank.  The Series A Preferred Stock shall rank, with 
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.
        
         Section 10.  Amendment.  The Articles of Incorporation of the 
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred
Stock so as to affect them adversely without the affirmative vote of the
holders of at least two-thirds of the outstanding shares of Series A Preferred
Stock, voting together as a single class.
        




                                     A-6

<PAGE>   18
                                   EXHIBIT A

     THIRD.  1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 125,000,000 shares, which shall be
divided into two classes as follows:

     (a)   25,000,000 shares of Preferred Stock, no par value (Preferred
           Stock); and

     (b)   100,000,000 shares of Common Stock of the par value of $.01
           per share (Common Stock).

     2. The designations, voting powers, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions of the above classes of stock and other general
provisions relating thereto shall be as follows:


                                     PART I
                                PREFERRED STOCK

     (a) Shares of Preferred Stock may be issued in one or more series at such
time or times and for such consideration or considerations as the Board of
Directors may determine.  All shares of any one series shall be of equal rank
and identical in all respects expect that the dates from which dividends accrue
or accumulate with respect thereto may vary.

     (b) The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one
or more series, with such voting powers, full or limited, or without voting
powers, and such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors,
and as are not stated and expressed in these Articles of Incorporation, or any
amendment thereto, including (but without limiting the generality of the
foregoing) the following:

      (i) The distinctive designation and number of shares
              comprising such series, which number may (except where otherwise
              provided by the Board of Directors in creating such series) be
              increased or decreased (but not below the number of shares then
              outstanding) from time to time by action of the Board of
              Directors.

     (ii) The dividend rate or rates on the shares of such series and
              the relation which such dividends shall bear to the dividends
              payable on any other class of capital stock or on any other series
              of Preferred

<PAGE>   19

              Stock, the terms and conditions upon which and the periods in
              respect of which dividends shall be payable, whether and upon
              what conditions such dividends shall be cumulative and, if
              cumulative, the date or dates from which dividends shall
              accumulate.

    (iii)     Whether the shares of such series shall be redeemable, and,
              if redeemable, whether redeemable for cash, property or rights,
              including securities of any other corporation, at the option of
              either the holder or the Corporation or upon the happening of a
              specified event, the limitations and restrictions with respect to
              such redemption, the time or times when, the price or prices or
              rate or rates at which, the adjustments with which and the manner
              in which such shares shall be redeemable, including the manner of
              selecting shares of such series for redemption if less than all
              shares are to be redeemed.
        
     (iv)     The rights to which the holders of shares of such series
              shall be entitled, and the preferences, if any, over any other
              series (or of any other series over such series), upon the
              voluntary or involuntary liquidation, dissolution, distribution
              or winding up of the Corporation, which rights may vary depending
              on whether such liquidation, dissolution, distribution or winding
              up is voluntary or involuntary, and, if voluntary, may vary at
              different dates.
        
      (v)     Whether the shares of such series shall be subject to
              the operation of a purchase, retirement or sinking fund and, if
              so, whether and upon what conditions such purchase, retirement or
              sinking fund shall be cumulative or noncumulative, the extent to
              which and the manner in which such fund shall be applied to the
              purchase or redemption of the shares of such series for
              retirement or to other corporate purposes and the terms and
              provisions relative to the operation thereof.

     (vi)     Whether the shares of such series shall be convertible
              into or exchangeable for shares of any other class or of any other
              series of any class of capital stock of the Corporation, and, if
              so convertible or exchangeable, the price or prices or the rate or
              rates of conversion or exchange and the method, if any, of
              adjusting the same, and any other terms and conditions of such
              conversion or exchange.

    (vii)     The voting powers, full and/or limited, if any, of



<PAGE>   20

              the shares of such series, and whether and under what conditions
              the shares of such series (along or together with the shares of
              one or more other series having similar provisions) shall be
              entitled to vote separately as a single class, for the election
              of one or more additional directors of the Corporation in case of
              dividend arrearages, or other specified events, or upon other
              matters.
        
     (viii)   Whether the issuance of any additional shares of such series, or
              of any shares of any other series, shall be subject to
              restrictions as to issuance or as to the powers, preferences or
              rights of any such other series.
        
       (ix)   Any other preferences, privileges and powers and
              relative, participating, optional or other special rights, and
              qualifications, limitations or restrictions of such series, as
              the Board of Directors may deem advisable and as shall not be
              inconsistent with the provisions of these Articles of
              Incorporation.
        
     (c) Unless the except to the extent otherwise required by law or provided
in the resolution or resolutions of the Board of Directors creating any series
of Preferred Stock pursuant to this Part I, the holders of the shares of
Preferred Stock shall have no voting power with respect to any matter
whatsoever.  In no event shall the Preferred Stock be entitled to more than one
vote in respect to each share of Preferred Stock.

     (d) Shares of Preferred Stock redeemed, converted, exchanged, purchased,
retired or surrendered to the Corporation, or which have been issued and
reacquired in any manner, may, upon compliance with any applicable provisions
of the Michigan Business Corporation Act, be given the status of authorized and
unissued shares of Preferred Stock and may be reissued by the Board of
Directors as part of the series of which they were originally a part or may be
reclassified into and reissued as part of a new series or as a part of any
other series, all subject to the protective conditions or restrictions of any
outstanding series of Preferred Stock.


                                    PART II
                                  COMMON STOCK

     (a) Except as otherwise required by law or by any amendment to these
Articles of Incorporation, each holder of Common Stock shall have one vote for
each share of Common Stock held by such holder on all matters voted upon by the
shareholders.

     (b) Subject to the preferential dividend rights, if any, applicable to
shares of Preferred Stock and subject to applicable

<PAGE>   21

requirements, if any, with respect to the setting aside of sums of purchase,
retirement or sinking funds for Preferred Stock, the holders of Common Stock
shall be entitled to receive, to the extent permitted by law, such dividends as
may be declared from time to time by the Board of Directors.


                                    PART III
                               GENERAL PROVISIONS

     No holder of stock of any class of the Corporation shall be entitled as a
matter of right to purchase or subscribe for any part of any unissued stock of
any class, or of any additional stock of any class of capital stock of the
Corporation, or of any bonds, certificates of indebtedness, debentures, or
other securities, whether or not convertible into stock of the Corporation, now
or hereafter authorized, but any such stock or other securities may be issued
and disposed of pursuant to resolution by the Board of Directors to such
persons, firms, corporations or associations and upon such terms and for such
consideration (not less than the par value or stated value thereof) as the
Board of Director in the exercise of its discretion may determine and as may be
permitted by law without action by the shareholders.  The Board of Directors
may provide for payment therefor to be received by the Corporation in cash,
personal property, real property (or leases thereof) or services.  Any and all
shares of stock so issued for which the consideration so fixed has been paid or
delivered, shall be deemed fully paid and not liable to any further call or
assessment.


























<PAGE>   22


      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

                                     FILED

                                  May 4, 1994

                                 Administrator
                        MICHIGAN DEPARTMENT OF COMMERCE
                        Corporation & Securities Bureau


           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION


                        For use by Domestic Corporations
            (Please read information and instructions on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:


1. The present name of the corporation is:
   MCN Corporation

2. The corporation
   identification number (CID)
   assigned by the Bureau is:        381-153
                                  
3. The location of its registered office is:

        500 Griswold       Detroit,  Michigan 48226
   -------------------------------            -----

4. Article    Third    of the Articles of Incorporation is hereby
          -------------
amended to read

 (See attached Exhibit A)


<PAGE>   23


  5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
       CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
       DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (B)



  b.   X  The foregoing amendment to the Articles of Incorporation was duly
          adopted on the 28th day of     April     , 1994.  The amendment:
          (check one of the following)


       X  was duly adopted in accordance with Section 611(2) of the Act by the
          vote of the shareholders if a profit corporation, or by the vote of
          the shareholders or members if a nonprofit corporation, or by the
          vote of the directors if a nonprofit corporation organized on a
          nonstock directorship basis.  The necessary votes were cast in favor
          of the amendment.



                                             Signed this 2nd  day of May, 1994
                                                        -----       ----    --
                                       By
                                         ------------------------------------- 

                               Alfred R. Glancy III, Chairman, President and CEO
                               -------------------------------------------------







<PAGE>   24


     MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
--------------------------------------------------------------------------------
Date Received    
                                                      FILED
                                                  APR 23, 1997
                                                  Administrator
------------------------------   MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Name                           CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU

------------------------------
Address

------------------------------
City     State      Zip Code                 

                                       EFFECTIVE DATE:
------------------------------

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)


      Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
 corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
         undersigned corporation executes the following Certificate:


1. The present name of the corporation is:  MCN CORPORATION

2. The identification number assigned by the Bureau is:  381-153

3. The location of the registered office is:

   500 Griswold Street           Detroit           ,Michigan          48226
--------------------------------------------------------------------------------
   (Street Address)              (City)                            (Zip Code)

4. Article   I   of the Articles of Incorporation is hereby amended to read as
          -------
follows:

        The name of the corporation shall be MCN Energy Group Inc.

        The effective date of this Certificate of Amendment to the Articles
        of Incorporation shall be April 28, 1997.


<PAGE>   25


5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
     CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
     DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (B).  DO NOT COMPLETE
     BOTH.


b.   [ ]  The foregoing amendment to the Articles of Incorporation was duly 
          adopted on the 22nd day of April, 1997.

     [ ]  was duly adopted in accordance with Section 611(2) of the Act by the
          vote of the shareholders if a profit corporation, or by the
          shareholders or members if a nonprofit corporation, or by the vote of
          the directors if a nonprofit corporation organized on a nonstock
          directorship basis. The necessary votes were cast in favor of the
          amendment.
        






             Signed this 22nd day of April, 1997


             By  /s/
               ----------------------------------------------------------------
             (Only Signature of President, Vice-President, Chairperson, or Vice
             Chairperson)


             Daniel Schiffer, Senior Vice President, General Counsel and 
             Secretary
             ------------------------------------------------------------------
                      (Type or Print Name)      (Type or Print Title)



<PAGE>   26

                                   EXHIBIT A


     THIRD.  1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 275,000,000 shares, which shall be
divided into two classes as follows:

     (a)  25,000,000 shares of Preferred Stock, no par value (Preferred
          Stock); and

     (b)  250,000,000 shares of Common Stock of the par value of $.01
          per share (Common Stock).

     2. The designations, voting powers, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions of the above classes of stock and other general
provisions relating thereto shall be as follows:


                                     PART I
                                PREFERRED STOCK

     (a) Shares of Preferred Stock may be issued in one or more series at such
time or times and for such consideration or considerations as the Board of
Directors may determine.  All shares of any one series shall be of equal rank
and identical in all respects expect that the dates from which dividends accrue
or accumulate with respect thereto may vary.

     (b) The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one
or more series, with such voting powers, full or limited, or without voting
powers, and such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors,
and as are not stated and expressed in these Articles of Incorporation, or any
amendment thereto, including (but without limiting the generality of the
foregoing) the following:

        (i)  The distinctive designation and number of shares
             comprising such series, which number may (except where otherwise
             provided by the Board of Directors in creating such series) be
             increased or decreased (but not below the number of shares then
             outstanding) from time to time by action of the Board of
             Directors.



<PAGE>   27


      (ii)  The dividend rate or rates on the shares of such series and
            the relation which such dividends shall bear to the dividends
            payable on any other class of capital stock or on any other series
            of Preferred Stock, the terms and conditions upon which and the
            periods in respect of which dividends shall be payable, whether and
            upon what conditions such dividends shall be cumulative and, if
            cumulative, the date or dates from which dividends shall
            accumulate.

     (iii)  Whether the shares of such series shall be redeemable, and,
            if redeemable, whether redeemable for cash, property or rights,
            including securities of any other corporation, at the option of
            either the holder or the Corporation or upon the happening of a
            specified event, the limitations and restrictions with respect to
            such redemption, the time or times when, the price or prices or rate
            or rates at which, the adjustments with which and the manner in
            which such shares shall be redeemable, including the manner of
            selecting shares of such series for redemption if less than all
            shares are to be redeemed.

      (iv)  The rights to which the holders of shares of such series
            shall be entitled, and the preferences, if any, over any other
            series (or of any other series over such series), upon the
            voluntary or involuntary liquidation, dissolution, distribution or
            winding up of the Corporation, which rights may vary depending on
            whether such liquidation, dissolution, distribution or winding up
            is voluntary or involuntary, and, if voluntary, may vary at
            different dates.

       (v)  Whether the shares of such series shall be subject to
            the operation of a purchase, retirement or sinking fund and, if
            so, whether and upon what conditions such purchase, retirement or
            sinking fund shall be cumulative or noncumulative, the extent to
            which and the manner in which such fund shall be applied to the
            purchase or redemption of the shares of such series for
            retirement or to other corporate purposes and the terms and
            provisions relative to the operation thereof.

      (vi)  Whether the shares of such series shall be convertible
            into or exchangeable for shares of any other class or of any other
            series of any class of


                                      2



<PAGE>   28





            convertible or exchangeable, the price or prices or the rate or
            rates of conversion or exchange and the method, if any, of
            adjusting the same, and any other terms and conditions of such
            conversion or exchange.
        
     (vii)  The voting powers, full and/or limited, if any, of the
            shares of such series, and whether and under what conditions the
            shares of such series (along or together with the shares of one or
            more other series having similar provisions) shall be entitled to
            vote separately as a single class, for the election of one or more
            additional directors of the Corporation in case of dividend
            arrearages, or other specified events, or upon other matters.

    (viii)  Whether the issuance of any additional shares of such series, or
            of any shares of any other series, shall be subject to restrictions
            as to issuance or as to the powers, preferences or rights of any
            such other series.
        
      (ix)  Any other preferences, privileges and powers and
            relative, participating, optional or other special rights, and
            qualifications, limitations or restrictions of such series, as the
            Board of Directors may deem advisable and as shall not be
            inconsistent with the provisions of these Articles of
            Incorporation.
        
     (c) Unless the except to the extent otherwise required by law or provided
in the resolution or resolutions of the Board of Directors creating any series
of Preferred Stock pursuant to this Part I, the holders of the shares of
Preferred Stock shall have no voting power with respect to any matter
whatsoever.  In no event shall the Preferred Stock be entitled to more than one
vote in respect to each share of Preferred Stock.

     (d) Shares of Preferred Stock redeemed, converted, exchanged, purchased,
retired or surrendered to the Corporation, or which have been issued and
reacquired in any manner, may, upon compliance with any applicable provisions
of the Michigan Business Corporation Act, be given the status of authorized and
unissued shares of Preferred Stock and may be reissued by the Board of
Directors as part of the series of which they were originally a part or may be
reclassified into and reissued as part of a new series or as a part of any
other series, all subject to the protective conditions or restrictions of any
outstanding series of Preferred Stock.


                                      3


<PAGE>   29




                                    PART II
                                  COMMON STOCK

     (a) Except as otherwise required by law or by any amendment to these
Articles of Incorporation, each holder of Common Stock shall have one vote for
each share of Common Stock held by such holder on all matters voted upon by the
shareholders.

     (b) Subject to the preferential dividend rights, if any, applicable to
shares of Preferred Stock and subject to applicable requirements, if any, with
respect to the setting aside of sums of purchase, retirement or sinking funds
for Preferred Stock, the holders of Common Stock shall be entitled to receive,
to the extent permitted by law, such dividends as may be declared from time to
time by the Board of Directors.


                                    PART III
                               GENERAL PROVISIONS

     No holder of stock of any class of the Corporation shall be entitled as a
matter of right to purchase or subscribe for any part of any unissued stock of
any class, or of any additional stock of any class of capital stock of the
Corporation, or of any bonds, certificates of indebtedness, debentures, or
other securities, whether or not convertible into stock of the Corporation, now
or hereafter authorized, but any such stock or other securities may be issued
and disposed of pursuant to resolution by the Board of Directors to such
persons, firms, corporations or associations and upon such terms and for such
consideration (not less than the par value or stated value thereof) as the
Board of Director in the exercise of its discretion may determine and as may be
permitted by law without action by the shareholders.  The Board of Directors
may provide for payment therefor to be received by the Corporation in cash,
personal property, real property (or leases thereof) or services. Any and all
shares of stock so issued for which the consideration so fixed has been paid or
delivered, shall be deemed fully paid and not liable to any further call or
assessment.







                                      4

<PAGE>   30

                                   EXHIBIT B


     SIXTH.

     (a) The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors.  The number of directors of the
Corporation shall be fixed from time to time by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors of the
Corporation, except that the minimum number of directors shall be fixed at not
fewer than nine and the maximum number of directors shall be fixed at not more
than twelve.  The directors shall be divided into three classes, designated as
Class I, Class II and Class III.  Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors.  At the 1989 annual meeting of shareholders and at each
succeeding annual meeting of shareholders, successors to the class of directors
whose terms of office expire at that annual meeting shall be elected to hold
office for a three-year term, so that the term of office of one class of
directors shall expire in each year.

     Any vacancy occurring on the Board of Directors through death,
resignation, retirement, disqualification, removal or other cause, or resulting
from an increase, the number of directors, may be filled by the affirmative
vote of a majority of the then remaining directors, through less than a quorum,
or by the sole remaining director for a term of office continuing only until
the next election of directors by the shareholders.

     If the number of directors is changed, any increase or decrease shall be
apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
When the number of directors is increased by the Board of Directors and any
newly created directorships are filled by the Board of Directors, there shall
be no classification of the additional directors until the next election of
directors by the shareholders.

     (b) Any director may be removed from office at any time either (i) by vote
of the holders of two-thirds of the shares entitled to vote at an election of
directors, but only for cause, or (ii) by vote of two-thirds of the other
directors, with or without cause.

     (c) Notwithstanding the foregoing paragraphs, whenever the holders of any
one or more class or series of Preferred Stock issued by the Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special





<PAGE>   31




meeting of shareholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of the
Articles of Incorporation applicable thereto.  The then authorized number of
directors of the Corporation shall be increased by the number of additional
directors to be elected, and such directors so elected shall not be divided
into classes pursuant to this Article SIXTH unless expressly provided by such
terms.

     (d)  Nominations for election to the Board of Directors of the Corporation
at a meeting of shareholders may be made by the Board of Directors, on behalf
of the Board of Directors by any nominating committee appointed by the Board of
Directors, or by any shareholder of the Corporation entitled to vote for the
election of directors at a meeting.  Nominations, other than those made by or
on behalf of the Board of Directors, shall be made by notice in writing
delivered to or mailed, postage prepaid, and received by the Secretary of the
Corporation at least 90 days but no more than 120 days prior to the anniversary
date of the immediately preceding annual meeting of shareholders.  The notice
shall set forth (i) the name and address of the shareholder who intends to make
the nomination; (ii) the name, age, business address and, if known, residence
address of each nominee; (iii) the principal occupation or employment of each
nominee; (iv) the number of shares of stock of the Corporation which are
beneficially owned by each nominee and by the nominating shareholder; (v) any
other information concerning the nominee that must be disclosed of nominees in
proxy solicitations pursuant to Regulation 14A of the Securities Exchange Act
of 1934 (or any subsequent provisions replacing such Regulation); and (vi) the
executed consent of each nominee to serve as a director of the Corporation, if
elected.  The chairman of the meeting of shareholders may, if the facts
warrant, determine that a nomination was not made in accordance with the
foregoing procedures, and if the chairman should so determine, the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.




                                       2