<PAGE>

                                                   Exhibit (3)(a)

                       RESTATED ARTICLES OF INCORPORATION
                                      of
                           MORTON INTERNATIONAL, INC.

                   (originally incorporated on March 11, 1997)



          FIRST:  The name of the Corporation is Morton International, Inc.

          SECOND:  The address of the Corporation's registered office in the 
State of Indiana is 1 North Capitol Avenue in the City of Indianapolis, 
County of Marion.  The name of the Corporation's registered agent at such 
address is CT Corporation System.

          THIRD:  The purpose of the Corporation shall be to engage in any 
lawful act or activity for which corporations may be organized under the 
Business Corporation Law of the State of Indiana.

          FOURTH:  The total number of shares of all classes of capital stock 
which the Corporation shall have authority to issue is 525,000,000 of which 
25,000,000 shares shall be Preferred Stock of the par value of $1.00 per 
share and 500,000,000 shares shall be Common Stock of the par value of $1.00 
per share.

          A.  PREFERRED STOCK.  The Board of Directors is expressly 
authorized to provide for the issue of all or any shares of the Preferred 
Stock, in one or more series, and to fix for each such series such voting 
powers, full or limited, or no voting powers, and such designations, 
preferences and relative, participating, optional or other special rights and 
such qualifications, limitations or restrictions thereof, as shall be stated 
and expressed in the resolution or resolutions adopted by the Board of 
Directors providing for the issue of such series (a "Preferred Stock 
Designation") and as may be permitted by the Indiana Business Corporation 
Law.  The number of authorized shares of Preferred Stock may be increased or 
decreased (but not below the number of shares thereof then outstanding) by 
the affirmative vote of the holders of a majority of the voting power of all 
of the then outstanding shares of the capital stock of the Corporation 
entitled to vote generally in the election of directors (the "Voting Stock"), 
voting together as a single class, without a separate vote of the holders of 
the Preferred Stock, or any series thereof, unless a vote of any such holders 
is required pursuant to any Preferred Stock Designation or applicable law.

          Series A Junior Participating Preferred Stock:

          (1)  DESIGNATION AND AMOUNT.  A series of preferred stock, par 
value $1.00 per share is hereby created and shall be designated as "Series A 
Junior Participating Preferred Stock" (the "Series A Preferred Stock") and 
the number of shares constituting the Series A Preferred Stock shall be 
1,600,000. Such number of shares may be increased or decreased by resolution 
of the Board of Directors, except as otherwise required by law; PROVIDED, 
that no decrease shall reduce the number of shares of Series A Preferred 
Stock to a number less than the number of shares then outstanding plus the 
number of shares reserved for issuance upon the exercise of outstanding 
options, rights or warrants or upon the conversion of any outstanding 
securities issued by the Corporation convertible into Series A Preferred 
Stock.

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          (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 $1.00 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 
     second Monday of March, June, September and December in each year (each 
     such date being referred to herein as a "Quarterly Dividend Payment 
     Date"), commencing 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 event 
     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.

          (C)  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  


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<PAGE>

     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.

          (3)  VOTING RIGHTS.  The holders of shares of Series A Preferred 
Stock shall have the following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set forth,
     each share of Series A Preferred Stock shall entitle the holder thereof
     to 100 votes on all matters submitted to a vote of the stockholders of
     the Corporation.  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 
     number of votes per share to which holders of shares of Series A
     Preferred Stock were entitled immediately prior to such event shall be
     adjusted by multiplying such number 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)  Except as otherwise provided herein, in any other Articles of 
     Amendment creating 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 stockholders of the Corporation.

          (C)  Except as set forth herein, or as otherwise provided by law,
     holders 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 Common Stock as set forth herein) for
     taking any corporate action.

          (4)  CERTAIN RESTRICTIONS.

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


                                       -3-
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               (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 parity (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
          shares of any 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 any such junior stock in 
          exchange for shares of any stock of the Corporation ranking junior
          (either as to dividends or upon dissolution, liquidation 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 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 4, purchase or otherwise acquire such 
     shares at such time and in such manner.

          (5)  REACQUIRED SHARES.  Any shares of Series A Preferred Stock 
purchased or otherwise acquired by the Corporation in any manner whatsoever 
shall be retired and cancelled promptly after the acquisition 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 Articles of 
Amendment creating a series of Preferred Stock or any similar stock or as 
otherwise required by law.

          (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  


                                       -4-
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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 aggregate amount 
to which holders of shares of Series A Preferred Stock were entitled 
immediately prior to such event under the proviso in 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.

          (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 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 
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.

          (8)  NO REDEMPTION.  The shares of Series A Preferred Stock shall 
not be redeemable.

          (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.

          (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. 


                                       -5-
<PAGE>

          B.  COMMON STOCK.  Except as otherwise required by law or as 
otherwise provided in any Preferred Stock Designation, the holders of the 
Common Stock shall exclusively possess all voting power and each share of 
Common Stock shall have one vote.

          FIFTH:  A.  NUMBER, ELECTION AND TERMS OF DIRECTORS. Subject to the 
rights of the holders of any class or series of Preferred Stock to elect 
additional directors under specified circumstances, the number of directors 
shall be fixed from time to time exclusively by the Board of Directors 
pursuant to a resolution adopted by a majority of the Whole Board (as 
defined in Article EIGHTH, paragraph C (10)).  The directors, other than 
those who may be elected by the holders of any series of Preferred Stock 
under specified circumstances, shall be divided, with respect to the time for 
which they severally hold office, into three classes, with the term of office 
of the first class to expire at the 1997 annual meeting of shareholders, the 
term of office of the second class to expire at the 1998 annual meeting of 
shareholders and the term of office of the third class to expire at the 1999 
annual meeting of shareholders, with each director to hold office until his 
or her successor shall have been duly elected and qualified.  At each annual 
meeting of shareholders, commencing with the 1997 annual meeting, (i) 
directors elected to succeed those directors whose terms then expire shall be 
elected for a term of office to expire at the third succeeding annual meeting 
of shareholders after their election, with each director to hold office until 
his or her successor shall have been duly elected and qualified, and (ii) if 
authorized by a resolution of the Board of Directors, directors may be 
elected to fill any vacancy on the Board of Directors, regardless of how such 
vacancy was created.

          B.  SHAREHOLDER NOMINATION OF DIRECTOR CANDIDATES AND INTRODUCTION 
OF BUSINESS.  Advance notice of shareholder nominations for the election of 
directors and of business to be brought by shareholders before any meeting of 
the shareholders of the Corporation shall be given in the manner provided in 
the By-Laws of the Corporation.

          C.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.  Subject to the 
rights of the holders of any class or series of Preferred Stock, and unless 
the Board of Directors otherwise determines, newly created directorships 
resulting from any increase in the authorized number of directors or any 
vacancies of the Board of Directors resulting from death, resignation, 
retirement, disqualification, removal from office or other cause may be 
filled only by a majority vote of the directors then in office, though less 
than a quorum, and directors so chosen shall hold office for a term expiring 
at the annual meeting of shareholders at which the term of office of the 
class to which they have been elected expires and until such director's 
successor shall have been duly elected and qualified.  No decrease in the 
number of authorized directors constituting the Whole Board shall shorten the 
term of any incumbent director.

          D.  REMOVAL.  Subject to the rights of the holders of any class or 
series of Preferred Stock, any director, or the entire Board of Directors, 
may be removed from office at any time, but only for cause and only by the 
affirmative vote of the holders of at least 80 percent of the voting power of 
all of the then outstanding shares of the Voting Stock, voting together as a 
single class.

          E.  AMENDMENT, REPEAL OR ALTERATION.  Notwithstanding any other 
provisions of these Articles of Incorporation or any provision of law which 
might otherwise permit a lesser vote or no vote, but in addition to any 
affirmative vote of the holders of any particular class

                                       -6-
<PAGE>

or series of the capital stock required by law, these Articles of 
Incorporation or any Preferred Stock Designation, the affirmative vote of the 
holders of at least 80 percent of the voting power of all of the 
then-outstanding shares of the Voting Stock, voting together as a single 
class, shall be required to alter, amend or repeal this, Article FIFTH.

          SIXTH:  In furtherance and not in limitation of the powers 
conferred by law, only the Board of Directors is expressly authorized to 
make, alter, amend and repeal the By-Laws of the Corporation.

          SEVENTH:  Subject to the rights of the holders of any series of 
Preferred Stock, (A) any action required or permitted to be taken by the 
shareholders of the Corporation may be effected at an annual or special 
meeting of shareholders of the Corporation and also may be effected by 
written consent of all shareholders entitled to vote on the action and 
delivered to the Corporation and (B) special meetings of shareholders of the 
Corporation may be called only by the Chairman of the Board or by the Board 
of Directors pursuant to a resolution adopted by a majority of the Whole 
Board.  Notwithstanding any other provisions of these Articles of 
Incorporation or any provision of law which might otherwise permit a lesser 
vote or no vote, but in addition to any affirmative vote of the holders of 
any particular class or series of the capital stock of the Corporation 
required by law, these Articles of Incorporation or any Preferred Stock 
Designation, the affirmative vote of the holders of at least 80 percent of 
the voting power of all of the then-outstanding shares of the Voting Stock, 
voting together as a single class, shall be required to alter, amend or 
repeal this Article SEVENTH.

          EIGHTH:  A.  (1)  In addition to any affirmative vote required by 
law, by these Articles of Incorporation or by any Preferred Stock 
Designation, and except as otherwise expressly provided in Section B of this 
Article EIGHTH:

               (i)  any merger or consolidation of the Corporation or any 
          Subsidiary (as hereinafter defined) with (a) any Interested 
          Shareholder (as hereinafter defined) or (b) any other corporation
          (whether or not itself an Interested Shareholder) which is, or 
          after such merger or consolidation would be, an Affiliate (as 
          hereinafter defined) of an Interested Shareholder; or

               (ii) any sale, lease, exchange, mortgage, pledge, transfer or
          other disposition (in one transaction or a series of transactions)
          to or with any Interested Shareholder or any Affiliate of any 
          Interested Shareholder of any assets of the Corporation or any
          Subsidiary having an aggregate Fair Market Value (as hereinafter
          defined) of $10 million or more; or

               (iii) the issuance or transfer by the Corporation or any 
          Subsidiary (in one transaction or a series of transactions) of any
          securities of the Corporation or any Subsidiary to any Interested
          Shareholder or any Affiliate of any Interested Shareholder in 
          exchange for cash, securities or other property (or a combination
          thereof) having an aggregate Fair Market Value of $10 million or
           more; or

               (iv) the adoption of any plan or proposal for the liquidation
          or dissolution of the Corporation proposed by or on behalf of any
          Interested Shareholder or any Affiliate of any Interested 
          Shareholder; or


                                       -7-
<PAGE>

               (v)  any reclassification of securities (including any reverse
          stock split), or recapitalization of the Corporation, or any merger
          or consolidation of the Corporation with any of its Subsidiaries or
          any other transaction (whether or not with or into or otherwise
          involving any Interested Shareholder) which has the effect, directly
          or indirectly, of increasing the proportionate share of the 
          outstanding shares of any class of equity or convertible securities
          of the Corporation or any Subsidiary which is Beneficially Owned 
          (as hereinafter defined) by any Interested Shareholder or any 
          Affiliate of any Interested Shareholder;

shall require the affirmative vote of the holders of at least 80 percent of 
the voting power of all of the then-outstanding shares of the Voting Stock, 
voting together as a single class.  Such affirmative vote shall be required 
notwithstanding any other provisions of these Articles of Incorporation or 
any provision of law or of any agreement with any national securities 
exchange or otherwise which might otherwise permit a lesser vote or no vote.

          (2)  The term "Business Combination" as used in this Article EIGHTH 
shall mean any transaction which is referred to in any one or more of 
subparagraphs (i) through (v) of paragraph (1) of this Section A.

          B.  The provisions of Section A of this Article EIGHTH shall not be
     applicable to any particular Business Combination, and such Business 
     Combination shall require only such affirmative vote as is required by
     law, any other provision of these Articles of Incorporation and any
     Preferred Stock Designation, if, in the case of a Business
     Combination that does not involve any cash or other consideration being
     received by the shareholders of the Corporation, solely in their 
     respective capacities as shareholders of the Corporation, the condition
     specified in the following paragraph (1) is met or, in the case of any
     other Business Combination, the conditions specified in either of the
     following paragraph (1) or paragraph (2) are met:

          (1)  The Business Combination shall have been approved by a majority
     of the Continuing Directors (as hereinafter defined); provided, however,
     that this condition shall not be capable of satisfaction unless there
     are at least three Continuing Directors.

          (2)  All of the following conditions shall have been met:

               (i)  The consideration to be received by holders of shares of a
          particular class (or series) of outstanding capital stock (including
          Common Stock and other than Excluded Preferred Stock (as hereinafter
          defined)) shall be in cash or in the same form as the Interested
          Shareholder or any of its Affiliates has previously paid for shares
          of such class (or series) of capital stock.  If the Interested 
          Shareholder or any of its Affiliates have paid for shares of any 
          class (or series) of capital stock with varying forms of
          consideration, the form of consideration to be received per share
          by holders of shares of such class (or series) of capital stock 
          shall be either cash or the form used to acquire the largest number
          of shares of such class (or series) of capital stock previously 
          acquired by the Interested Shareholder.

               (ii) The aggregate amount of (x) the cash and (y) the Fair 
          Market Value, as of the date (the "Consummation Date") of the 
          consummation of the Business Combination, of the consideration 
          other than cash to be received per share by 


                                       -8-
<PAGE>

          holders of Common Stock in such Business Combination shall be at 
          least equal to the higher of the following (in each case
          appropriately adjusted in the event of any stock dividend, stock
          split, combination of shares or similar event):

                    (a)  (if applicable) the highest per share price (including
               any brokerage commissions, transfer taxes and soliciting 
               dealers' fees) paid by the Interested Shareholder or any of its
               Affiliates for any shares of Common Stock acquired by them 
               within the two-year period immediately prior to the date of the
               first public announcement of the proposal of the Business
               Combination (the "Announcement Date") or in any transaction in
               which the Interested Shareholder became an Interested 
               Shareholder, whichever is higher, PLUS interest compounded
               annually from the first date on which the Interested Shareholder
               became an Interested Shareholder (the "Determination Date")
               through the Consummation Date at the publicly announced base 
               rate of interest of The First National Bank of Chicago (or 
               such other major bank headquartered in the City of Chicago as
               may be selected by the Continuing Directors) from time to
               time in effect in the City of Chicago, LESS the aggregate amount
               of any cash dividends paid, and the Fair Market Value of any
               dividends paid in other than cash, on each share of Common 
               Stock from the Determination Date through the Consummation Date
               in an amount up to but not exceeding the amount of interest so
               payable per share of Common Stock; and

                    (b)  The Fair Market Value per share of Common Stock on 
               the Announcement Date or the Determination Date, whichever is
               higher.

                    (iii) The aggregate amount of (x) the cash and (y) the 
          Fair Market Value, as of the Consummation Date, of the consideration
          other than cash to be received per share by holders of shares of any
          class (or series), other than Common Stock or Excluded Preferred 
          Stock, of outstanding capital stock shall be at least equal to the
          highest of the following (in each case appropriately adjusted in the
          event of any stock dividend, stock split, combination of shares or
          similar event), it being intended that the requirements of this
          paragraph (2)(iii) shall be required to be met with respect to every
          such class (or series) of outstanding capital stock whether or not
          the Interested Shareholder or any of its Affiliates have previously
          acquired any shares of a particular class (or series) of capital
          stock:

                    (a)  (if applicable) the highest per share price (including
               any brokerage commissions, transfer taxes and soliciting 
               dealers' fees) paid by the Interested Shareholder or any of its
               Affiliates for any shares of such class (or series) of capital
               stock acquired by them within the two-year period immediately
               prior to the Announcement Date or in any transaction in which
               it became an Interested Shareholder, whichever is higher, PLUS
               interest compounded annually from the Determination Date through
               the Consummation Date at the publicly announced base rate of
               interest of The First National Bank of Chicago (or such other
               major bank headquartered in the City of Chicago as may be 
               selected by the Continuing Directors) from time to time in 
               effect in the City of Chicago, LESS the aggregate amount of any
               cash dividends paid, and the Fair Market Value of any dividends
               paid in other than 


                                       -9-
<PAGE>

               cash, on each share of such class (or series) of capital
               stock from the Determination Date through the Consummation
               Date in an amount up to but not exceeding the amount of
               interest so payable per share of such class (or series) of 
               capital stock;

                    (b)  the Fair Market Value per share of such class (or 
               series) of capital stock on the Announcement Date or on the
               Determination Date, whichever is higher; and

                    (c)  the highest preferential amount per share, if any,
               to which the holders of shares of such class (or series) of
               capital stock would be entitled in the event of any voluntary
               or involuntary liquidation, dissolution or winding up of
               the Corporation.

               (iv) After such Interested Shareholder has become an Interested
          Shareholder and prior to the consummation of such Business 
          Combination: (a) except as approved by a majority of the Continuing
          Directors, there shall have been no failure to declare and pay at
          the regular date therefor any full quarterly dividends (whether or
          not cumulative) on any outstanding Preferred Stock; (b) there shall
          have been (I) no reduction in the annual rate of dividends paid on
          the Common Stock (except as necessary to reflect any subdivision of
          the Common Stock), except as approved by a majority of the
          Continuing Directors, and (II) an increase in such annual rate of
          dividends as necessary to reflect any reclassification (including
          any reverse stock split), recapitalization, reorganization or any
          similar transaction which has the effect of reducing the number
          of outstanding shares of the Common Stock, unless the failure so to
          increase such annual rate is approved by a majority of the 
          Continuing Directors; and (c) neither such Interested Shareholder 
          nor any of its Affiliates shall have become the beneficial owner
          of any additional shares of Voting Stock except as part of the
          transaction which results in such Interested Shareholder becoming
          an Interested Shareholder; provided, however, that no approval by
          Continuing Directors shall satisfy the requirements of this 
          subparagraph (iv) unless at the time of such approval there are at
          least three Continuing Directors.

               (v)  After such Interested Shareholder has become an Interested
          Shareholder, such Interested Shareholder and any of its Affiliates
          shall not have received the benefit, directly or indirectly (except
          proportionately, solely in such Interested Shareholder's or
          Affiliate's capacity as a shareholder of the Corporation), of any
          loans, advances, guarantees, pledges or other financial assistance
          or any tax credits or other tax advantages provided by the 
          Corporation, whether in anticipation of or in connection with such
          Business Combination or otherwise.

               (vi) A proxy or information statement describing the proposed 
          Business Combination and complying with the requirements of the 
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), 
          and the rules and regulations thereunder (or any subsequent
          provisions replacing such Act, rules or regulations) shall be mailed
          to all shareholders of the Corporation at least 30 days prior to the
          consummation of such Business Combination (whether or not such proxy
          or information statement is required to be mailed pursuant to such 
          Act or subsequent provisions).


                                       -10-
<PAGE>

               (vii) Such Interested Shareholder shall have supplied the 
          Corporation with such information as shall have been requested 
          pursuant to Section E of this Article EIGHTH within the time period 
          set forth therein.

          C.  For the purposes of this Article EIGHTH:

          (1)  A "person" means any individual, limited partnership, general 
partnership, corporation or other firm or entity.

          (2)  "Interested Shareholder" means any person (other than Morton 
International, Inc., an Indiana corporation, the Corporation or any 
Subsidiary) who or which:

               (i)  is the beneficial owner (as hereinafter defined), 
          directly or indirectly, of 10 percent or more fo the voting power 
          of the outstanding Voting Stock; or

               (ii) is an Affiliate or an Associate of the Corporation and 
          at any time within the two-year period immediately prior to the 
          date in question was the beneficial owner, directly or indirectly, 
          of ten percent or more of the voting power of the then 
          outstanding Voting Stock; or

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

          (3)  A person shall be a "beneficial owner" of, or shall 
"Beneficially Own", any Voting Stock:

               (i)  which such person or any of its Affiliates or Associates 
          (as hereinafter defined) beneficially owns, directly or indirectly 
          within the meaning of Rule 13d-3 under the Exchange Act, as in 
          effect on March 1, 1997; 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 pursuant to any agreement, 
          arrangement or understanding (but neither such person nor any such 
          Affiliate or Associate shall be deemed to be the beneficial owner 
          of any shares of Voting Stock solely by reason of a revocable proxy 
          granted for a particular meeting of shareholders, pursuant to a 
          public solicitation of proxies for such meeting, and with respect 
          to which shares neither such person nor any such Affiliate or 
          Associate is otherwise deemed the beneficial owner); or

               (iii) which are beneficially owned, directly or 
          indirectly, within the meaning of Rule 13d-3 under the Exchange 
          Act, as in effect on March 1, 1997, by 

                                      -11-
<PAGE>

          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 (other than solely by reason 
          of a revocable proxy as described in subparagraph (ii) of this 
          paragraph (3)) or disposing of any shares of Voting Stock;

          PROVIDED, HOWEVER, that in the case of any employee stock ownership 
          or similar plan of the Corporation or of any Subsidiary in which 
          the beneficiaries thereof possess the right to vote any shares of 
          Voting Stock held by such plan, no such plan nor any trustee with 
          respect thereto (nor any Affiliate of such trustee), solely by 
          reason of such capacity of such trustee, shall be deemed, for any 
          purposes hereof, to beneficially own any shares of Voting Stock 
          held under any such plan.

          (4)  For the purposes of determining whether a person is an 
Interested Shareholder pursuant to paragraph (2) of this Section C, the 
number of shares of Voting Stock deemed to be outstanding shall include shares
deemed owned through application of paragraph (3) of this Section C but shall
not include any other unissued shares of Voting Stock which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of 
conversion rights, warrants or options, or otherwise.

          (5)  "Affiliate" or "Associate" shall have the respective meanings 
ascribed to such terms in Rule 12b-2 under the Exchange Act, as in effect on 
March 1, 1997.

          (6)  "Subsidiary" means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the Corporation;
PROVIDED, HOWEVER, that for the purposes of the definition of Interested 
Shareholder set forth in paragraph (2) of this Section C, 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.

          (7)  "Continuing Director" means any member of the Board of 
Directors of the Corporation who is unaffiliated with the Interested 
Shareholder and was a member of the Board prior to the time that the 
Interested Shareholder became an Interested Shareholder, and any director who 
is thereafter chosen to fill any vacancy on the Board of Directors or who is 
elected and who, in either event, is unaffiliated with the Interested 
Shareholder and in connection with his or her initial assumption of office is 
recommended for appointment or election by a majority of Continuing Directors 
then on the Board.

          (8)  "Fair Market Value" means:  (i) in the case of stock, the 
highest closing sale price during the 30-day period immediately preceding the 
date in question of a share of such stock on the Composite Tape for New York 
Stock Exchange-Listed Stocks, or, if such stock is not quoted on the 
Composite Tape, on the New York Stock Exchange, or, if such stock is not 
listed on such Exchange, on the principal United States securities exchange 
registered under the Securities Exchange Act of 1934 on which such stock is 
listed, or, if such stock is not listed on any such exchange, the highest 
closing bid quotation with respect to a share of such stock during the 30-day 
period preceding the date in question on the National Association of 
Securities Dealers, Inc. Automated Quotations System or any system then in 
use, or if no such quotations are available, the fair market value on the 
date in question of a 

                                      -12-
<PAGE>

share of such stock as determined by the Board in accordance with Section D 
of this Article EIGHTH; and (ii) in the case of property other than cash or 
stock, the fair market value of such property on the date in question as 
determined by the Board in accordance with Section D of this Article EIGHTH.

          (9)  In the event of any Business Combination in which the 
Corporation survives, the phrase "consideration other than cash to be 
received" as used in paragraphs  (2)(ii) and (2)(iii) of Section B of this 
Article EIGHTH shall include the shares of Common Stock and/or the shares of 
any other class (or series) of outstanding capital stock retained by the 
holders of such shares.

          (10)  "Whole Board" means the total number of directors which this 
Corporation would have if there were no vacancies.

          (11)  "Excluded Preferred Stock" means any series of Preferred 
Stock with respect to which the Preferred Stock Designation creating such 
series expressly provides that the provisions of this Article EIGHTH shall 
not apply.

          D.  A majority of the Whole Board, but only if a majority of the 
Whole Board shall then consist of Continuing Directors or, if a majority of 
the Whole Board shall not then consist of Continuing Directors, a majority of 
the then 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 Article EIGHTH, including, 
without limitation, (i) whether a person is an Interested Shareholder, (ii) 
the number of shares of Voting Stock beneficially owned by any person, (iii) 
whether a person is an Affiliate or Associate of another, (iv) whether the 
applicable conditions set forth in paragraph (2) of Section B have been met 
with respect to any Business Combination, (v) the Fair Market Value of stock 
or other property in accordance with paragraph (8) of Section C of this 
Article EIGHTH, and (vi) whether the assets which are the subject of any 
Business Combination referred to in paragraph (1)(ii) of Section A have, or 
the consideration to be received for the issuance or transfer of securities 
by the Corporation or any Subsidiary in any Business Combination referred to 
in paragraph (1)(iii) of Section A has, an aggregate Fair Market Value of $10 
million or more.

          E.  A majority of the Whole Board shall have the right to demand, 
but only if a majority of the Whole Board shall then consist of Continuing 
Directors, or, if a majority of the Whole Board shall not then consist of 
Continuing Directors, a majority of the then Continuing Directors shall have 
the right to demand, that any person who it is reasonably believed is an 
Interested Shareholder (or holds of record shares of Voting Stock 
Beneficially Owned by any Interested Shareholder) supply the Corporation with 
complete information as to (i) the record owner(s) of all shares Beneficially 
Owned by such person who it is reasonably believed is an Interested 
Shareholder, (ii) the number of, and class or series of, shares Beneficially 
Owned by such person who it is reasonably believed is an Interested 
Shareholder and held of record by each such record owner and the number(s) 
of the stock certificate(s) evidencing such shares, and (iii) any other 
factual matter relating to the applicability or effect of this Article 
EIGHTH, as may be reasonably requested of such person, and such person shall 
furnish such information within 10 days after receipt of such demand.


                                      -13-
<PAGE>

          F.  Nothing contained in this Article EIGHTH shall be construed to 
relieve any Interested Shareholder from any fiduciary obligation imposed by 
law.

          G.  Notwithstanding any other provisions of these Articles of 
Incorporation or any provision of law which might otherwise permit a lesser 
vote or no vote, but in addition to any affirmative vote of the holders of 
any particular class or series of the Voting Stock required by law, these 
Articles of Incorporation or any Preferred Stock Designation, the affirmative 
vote of the holders of at least 80 percent of the voting power of all of the 
then-outstanding shares of the Voting Stock, voting together as a single 
class, shall be required to alter, amend or repeal this Article EIGHTH.

          NINTH:  A.  The following provisions apply with respect to 
liability on the part of a director, a member of any committee of the Board 
of Directors, officer, employee or agent of the Corporation (collectively, 
"Corporate Persons," and individually, a "Corporate Person") for any loss or 
damage suffered on account of any action taken or omitted to be taken by a 
Corporate Person:

               (1)  No Corporate Person shall be liable for any loss or 
          damage if, in taking or omitting to take any action causing such 
          loss or damage, either (i) such Corporate Person acted (X) in good 
          faith, (Y) with the care an ordinarily prudent person in a like 
          position would have exercised under similar circumstances, and (Z) 
          in a manner such Corporate Person reasonably believed was in the 
          best interests of the Corporation, or (ii) such Corporate Person's 
          breach of or failure to act in accordance with the standards of 
          conduct set forth in clause (A)(1)(i) above (the "Standards of 
          Conduct") did not constitute willful misconduct or recklessness.

               (2)  Any Corporate Person shall be fully protected, and shall 
          be deemed to have complied with the Standards of Conduct, in 
          relying in good faith, with respect to any information contained 
          therein, upon (i) corporate records, or (ii) information, opinions, 
          reports or statements (including financial statements and other 
          financial data) prepared or presented by (W) one or more other 
          Corporate Persons whom such Corporate Person reasonably believes to 
          be competent in the matters presented, (X) legal counsel, public 
          accountants or other persons as to matters that such Corporate 
          Person reasonably believes are within such person's professional or 
          expert competence, (Y) a committee of the Board of Directors, of 
          which such Corporate Person is not a member, if such Corporate 
          Person reasonably believes such committee of the Board of Directors 
          merits confidence, or (Z) the Board of Directors, if such Corporate 
          Person is not a Director and reasonably believes that the Board of 
          Directors merits confidence.

          B.  The following provisions apply to the indemnification by the 
Corporation of Corporate Persons and matters related thereto:

               (1)  The Corporation shall indemnify any person who was or is 
          a party to any threatened, pending or completed action, suit or 
          proceeding, whether civil or criminal, administrative or 
          investigative, formal or informal (an "Action"), by reason of the 
          fact that he is or was a Corporate Person of the Corporation or is 
          or was serving at the request of the Corporation as a Corporate 
          Person, partner, trustee or member in another authorized 
          capacity (collectively, an "Authorized Capacity") of or for 
          another corporation, unincorporated association, business trust, 
          estate, partnership, 

                                      -14-
<PAGE>

          trust, joint venture, individual or other legal entity, whether or 
          not organized or formed for profit (collectively, "Another 
          Entity"), against expenses (including attorneys' fees) ("Expenses") 
          and judgments, penalties, fines and amounts paid in settlement 
          actually and reasonably incurred by him in connection with such 
          Action, if such person (i) acted in good faith, (ii) acted in a 
          manner he reasonably believed (X) with respect to actions as a 
          Corporate Person of the Corporation, to be in the best interests of 
          the Corporation, or (Y) with respect to actions in an Authorized 
          Capacity of or for Another Entity, was not opposed to the best 
          interests of the Corporation, and (iii) with respect to any 
          criminal Action, either (X) had reasonable cause to believe his 
          conduct was lawful, or (Y) had no reasonable cause to believe his 
          conduct was unlawful.  The termination of any Action by judgment, 
          order, settlement, conviction, or upon a plea of nolo contendere or 
          its equivalent, shall not, of itself, be determinative that the 
          person did not meet the standards for indemnification set forth in 
          this subparagraph (B)(1) (the "Indemnification Standards").

               (2)  To the extent that a person who is or was a Corporate 
          Person of the Corporation, or is or was serving at the request of 
          the Corporation in an Authorized Capacity of or for Another Entity, 
          has been successful on the merits or otherwise in the defense of 
          any Action referred to in subparagraph (B)(1) of this ARTICLE 
          NINTH, or in the defense of any claim, issue or matter in any such 
          Action, the Corporation shall indemnify him against Expenses 
          actually and reasonably incurred by him in connection therewith.

               (3)  Unless ordered by a court, any indemnification of any 
          person under subparagraph (B)(1) of this Article NINTH shall be 
          made by the Corporation only as authorized in the specific case 
          upon a determination that indemnification of such person is proper 
          in the circumstances because he met the Indemnification Standards. 
          Such determination shall be made (i) by the Board of Directors, by 
          a majority vote of a quorum consisting of directors who are not at 
          the time parties to the Action involved ("Parties"); or (ii) if a 
          quorum cannot be obtained under the preceding clause (i), by a 
          majority vote of a committee duly designated by the Board of 
          Directors (in which designation directors who are Parties may 
          participate), consisting solely of two or more directors who are 
          not at the time Parties; or (iii) by written opinion of independent 
          legal counsel (X) selected by the Board of Directors or committee 
          in the manner prescribed in Subparagraphs (i) or (ii), 
          respectively, or (Y) if a quorum cannot be obtained and a committee 
          cannot be designated under the preceding clauses (i) and (ii), 
          respectively, selected by a majority of the full Board of 
          Directors, in which selection directors who are Parties may 
          participate; or (iv) by the shareholders who are not at the time 
          Parties, voting together as a single class.

               (4)  Expenses reasonably incurred in defending an Action by 
          any person who may be entitled to indemnification under 
          subparagraph (B)(1) of this ARTICLE NINTH may be paid by the 
          Corporation in advance of the final disposition of such Action if 
          (i) such person furnishes the Corporation with (X) a written 
          affirmation of his good faith belief that he has met, and (Y) a 
          written undertaking, executed personally or on his behalf, to repay 
          the advance (an "Undertaking") if it is ultimately determined that 
          he did not meet the Indemnification Standards; and (ii) a 
          determination is made, under the procedure set forth in 
          subparagraph (B)(3) of this ARTICLE NINTH, that the facts then 
          known to those making the determination would not preclude 
          indemnification under subparagraph (B)(1) of this ARTICLE NINTH  

                                      -15-
<PAGE>

          above.  An Undertaking must be an unlimited general obligation
          of the person making it, but need not be secured and may be 
          accepted by the Corporation without reference to such person's 
          financial ability to make repayment.

               (5)  The indemnification provided in these Articles (i) shall 
          not be deemed exclusive of any other rights to which a person 
          seeking indemnification may be entitled under (V) any law, (W) the 
          By-Laws, (X) any resolution of the Board of Directors or of the 
          shareholders, (Y) any other authorization, whenever adopted, after 
          notice, by a majority vote of all Voting Stock, or (Z) the articles 
          of incorporation, code of by-laws or other governing documents, or 
          any resolution of or other authorization by the directors, 
          shareholders, partners, trustees, members, owners or governing 
          body, of Another Entity; (ii) shall inure to the benefit of the 
          heirs, executors and administrators of such person; and (iii) shall 
          continue as to any such person who has ceased to be a Corporate 
          Person of the Corporation or to be serving in an Authorized 
          Capacity for Another Entity.

               (6)  The Corporation shall have power to purchase and maintain 
          insurance on behalf of any person who is or was a Corporate Person 
          of the Corporation, or is or was serving at the request of the 
          Corporation in an Authorized Capacity of or for Another Entity, 
          against any liability asserted against and incurred by him in any 
          such capacity, or arising out of his status as such, whether or not 
          the Corporation would have the power to indemnify him against such 
          liability under the provisions of this paragraph (B).

               (7)  For the purposes of this paragraph (B), references to 
          "the Corporation" include any constituent corporation absorbed in a 
          consolidation or merger (a "Constituent") as well as the resulting 
          or surviving corporation (the "Survivor"), such that any person who 
          is or was a Corporate Person of such a Constituent, or is or was 
          serving at the request of such Constituent in an Authorized 
          Capacity of or for Another Entity, shall stand in the same position 
          under the provisions of this paragraph (B) with respect to the 
          Survivor as he would if he had served the Survivor, or at its 
          request, in the same capacity.

          TENTH:  In addition to any other considerations which the Board of 
Directors may lawfully take into account, in determining whether to take or 
to refrain from taking corporate action on any matter, including making or 
declining to make any recommendation to the shareholders of the Corporation, 
the Board of Directors may in its discretion consider the long-term as well 
as short-term best interests of the Corporation (including the possibility 
that these interests may be best served by the continued independence of the 
Corporation), taking into account, and weighing as the directors deem 
appropriate, the effects of such action on employees, suppliers and customers 
of the Corporation and its subsidiaries and the effect upon communities in 
which offices or other facilities of the Corporation are located, and any 
other factors the directors consider pertinent.

          ELEVENTH:  In furtherance and not in limitation of the powers 
conferred by law or in these Articles of Incorporation, the Board of 
Directors (and any committee of the Board of Directors) is expressly 
authorized, to the extent permitted by law, to take such action or actions as 
the Board or such committee may determine to be reasonably necessary or 
desirable to (A) encourage any person (as defined in Article EIGHTH of these 
Articles of Incorporation) to enter into negotiations with the Board of 
Directors and management of the 


                                      -16-
<PAGE>

Corporation with respect to any transaction which may result in a change in 
control of the Corporation which is proposed or initiated by such person or 
(B) contest or oppose any such transaction which the Board of Directors or 
such committee determines to be unfair, abusive or otherwise undesirable with 
respect to the Corporation and its business, assets or properties or the 
shareholders of the Corporation, including, without limitation, the adoption 
of such plans or the issuance of such rights, options, capital stock, notes, 
debentures or other evidences of indebtedness or other securities of the 
Corporation (which issuance may be with or without consideration, and may 
(but need not) be issued pro rata), which rights, options, capital stock, 
notes, evidences of indebtedness and other securities (i) may be exchangeable 
for or convertible into cash or other securities on such terms and conditions 
as may be determined by the Board or such committee and (ii) may provide for 
the treatment of any holder or class of holders thereof designated by the 
Board of Directors or any such committee in respect of the terms, conditions, 
provisions and rights of such securities which is different from, and unequal 
to, the terms, conditions, provisions and rights applicable to all other 
holders thereof.

          TWELFTH:  The Corporation reserves the right to amend, alter, 
change or repeal any provision contained in these Articles of Incorporation, 
and any other provisions authorized by the laws of the State of Indiana at 
the time in force may be added or inserted, in the manner now or hereafter 
provided herein or by statute, and all rights, preferences and privileges of 
whatsoever nature conferred upon shareholders, directors or any other persons 
whomsoever by and pursuant to these Articles of Incorporation in its present 
form or as amended are granted subject to the rights reserved in this Article.


                                       -17-