EXHIBIT A


                                               AMENDED AND RESTATED
                                           ARTICLES OF INCORPORATION OF

                                              NIPSCO INDUSTRIES, INC.


                                                     ARTICLE I

                                                       Name

         The name of the Corporation is NIPSCO Industries, Inc.

                                                    ARTICLE II

                                                Period of Duration

         The period during which the Corporation shall continue is perpetual.

                                                    ARTICLE III

                                                Purpose and Powers

     Purpose. The purpose for which the Corporation is formed is the transaction
of any or all lawful business for which  corporations may be incorporated  under
the Act.

     Powers. The Corporation shall have the capacity to act possessed by natural
persons and,  subject to any  limitations  or  restrictions  imposed by the Act,
other law or the Articles of Incorporation,  shall have the power to do all acts
and things  necessary,  convenient  or  expedient  to carry out the purposes for
which it is formed.

                                                    ARTICLE IV

                                            Registered Office and Agent

     The street address of the  Corporation's  registered  office in Indiana and
the name of its registered  agent at that office is Nina M. Rausch,  5265 Hohman
Avenue, Hammond, Indiana 46320.

                                                     ARTICLE V

                                                 Authorized Shares

A.       Authorized Capital Shares.

     The total number of shares which the  Corporation  shall have the authority
to issue shall be  420,000,000  shares,  of which  400,000,000  shares  shall be
Common Shares without par value and 20,000,000  shares shall be Preferred Shares
without par value.

B.       Preferred Shares.

     Preferred  Shares may be issued  from time to time in one or more series as
may from time to time be determined by the Board of Directors. Each series shall
be distinctly  designated.  All shares of any one series of the Preferred Shares
shall be alike in every  particular,  except that there may be  different  dates
from which dividends thereon,  if any, shall be cumulative,  if made cumulative.
The powers, preferences and relative,  participating,  optional and other rights
of  each  such  series,  and the  qualifications,  limitations  or  restrictions
thereof,  if any,  may  differ  from  those  of any  other  series  at any  time
outstanding. Subject to the provisions of Section C of this ARTICLE V, the Board
of Directors is hereby  expressly  granted  authority  to fix by  resolution  or
resolutions  adopted  prior to the  issuance  of any  shares of each  particular
series of Preferred Shares, the designation,  powers,  preferences and relative,
participating,  optional and other rights, and the  qualifications,  limitations
and  restrictions  thereof,  if any,  of such  series,  including,  but  without
limiting the generality of the foregoing, the following:

     (a) the  distinctive  designation  of, and the number of  Preferred  Shares
which shall  constitute  the series,  which number may be  increased  (except as
otherwise  fixed by the  Board of  Directors)  or  decreased  (but not below the
number of shares  thereof then  outstanding)  from time to time by action of the
Board of Directors;

     (b) the rate and times at which,  and the terms and conditions  upon which,
dividends,  if any,  on  shares  of the  series  shall be paid,  the  extent  of
preferences or relation,  if any, of such dividends to the dividends  payable on
any other  class or  classes of shares of the  Corporation,  or on any series of
Preferred  Shares or of any other class or classes of shares of the  Corporation
and whether such dividends shall be cumulative or noncumulative;

     (c) the right,  if any,  of the  holders of shares of the series to convert
the same into, or exchange the same for, shares of any other class or classes of
shares of the Corporation,  or any series of Preferred Shares, and the terms and
conditions of such conversion or exchange;

     (d) whether shares of the series shall be subject to a redemption  price or
prices including,  without  limitation,  a redemption price or prices payable in
Common Shares and the time or times at which,  and the terms and conditions upon
which shares of the series may be redeemed;

     (e) the  rights,  if any,  of the  holders  of  shares of the  series  upon
voluntary or involuntary  liquidation,  merger,  consolidation,  distribution or
sale of assets, dissolution or winding up of the Corporation;

     (f) the terms of the sinking fund or  redemption  or purchase  account,  if
any, to be provided for shares of the series; and

     (g) the voting powers, if any, of the holders of shares of the series which
may, without limiting the generality of the foregoing,  include (i) the right to
more or less than one vote per  share on any or all  matters  voted  upon by the
shareholders  and (ii) the right to vote, as a series by itself or together with
other series of Preferred Shares or together with all series of Preferred Shares
as a class, upon such matters, under such circumstances and upon such conditions
as the Board of Directors may fix,  including,  without  limitation,  the right,
voting as a series by itself or together  with other series of Preferred  Shares
or together with all series of Preferred Shares as a class, to elect one or more
directors  of this  Corporation  in the event there shall have been a default in
the payment of dividends on any one or more series of Preferred  Shares or under
such other  circumstances and upon such conditions as the Board of Directors may
determine.

     No holder of any shares of any series of Preferred Shares shall be entitled
to vote for the election of  directors or in respect of any other matter  except
as may be required by the Indiana Business Corporation Law, as amended, or as is
permitted by the  resolution  or  resolutions  adopted by the Board of Directors
authorizing the issue of such series of Preferred Shares.

C.   Common Shares.

     1. After the  requirements  with respect to the  preferential  dividends on
Preferred  Shares (fixed in accordance  with the provisions of Section B of this
ARTICLE V), if any,  shall have been met and after this  Corporation  shall have
complied with all the requirements, if any, with respect to the setting aside of
sums as sinking funds or redemption  or purchase  accounts  (fixed in accordance
with the  provisions of Section B of this ARTICLE V) and subject  further to any
other conditions which may be fixed in accordance with the provisions of Section
B of this ARTICLE V, then, but not otherwise, the holders of Common Shares shall
be entitled to receive such  dividends,  if any, as may be declared from time to
time by the Board of Directors.

     2.  After  distribution  in  full  of the  preferential  amount  (fixed  in
accordance  with the  provisions  of Section B of this ARTICLE V), if any, to be
distributed  to the holders of  Preferred  Shares in the event of  voluntary  or
involuntary liquidation,  distribution or sale of assets, dissolution or winding
up of the  Corporation,  the holders of the Common  Shares  shall be entitled to
receive all the remaining assets of the Corporation, tangible and intangible, of
whatever kind available for distribution to shareholders,  ratably in proportion
to the number of Common Shares held by each.

     3.  Except  as  may  otherwise  be  required  by  law,  these  Articles  of
Incorporation  or the  provisions  of the  resolution or  resolutions  as may be
adopted by the Board of Directors  pursuant to Section B of this ARTICLE V, each
holder of Common  Shares  shall have one vote in respect of each  Common  Shares
held by such holder on each matter voted upon by the  shareholders  and any such
right to vote shall not be cumulative.

D.   Other Provisions.

     1. The relative powers, preferences, and rights of each series of Preferred
Shares in relation to the powers,  preferences and right of each other series of
Preferred Shares shall, in each case, be as fixed from time to time by the Board
of Directors in the  resolution  or  resolutions  adopted  pursuant to authority
granted in Section B of this  ARTICLE V, and the consent by class or series vote
or otherwise,  of the holders of the  Preferred  Shares or such of the series of
the Preferred Shares as are from time to time outstanding  shall not be required
for the  issuance by the Board of  Directors  of any other  series of  Preferred
Shares whether the powers,  preferences and rights of such other series shall be
fixed by the Board of  Directors  as senior  to,  or on a parity  with,  powers,
preferences and rights of such  outstanding  series,  or any of them,  provided,
however,  that  the  Board  of  Directors  may  provide  in such  resolution  or
resolutions  adopted  with  respect to any series of  Preferred  Shares that the
consent of the holders of a majority  (or such  greater  proportion  as shall be
therein fixed) of the outstanding  shares of such series voting thereon shall be
required for the issuance of any or all other series of Preferred Shares.

     2.  Subject to the  provisions  of Paragraph 1 of this Section D, shares of
any series of  Preferred  Shares may be issued from time to time as the Board of
Directors shall determine and on such terms and for such  consideration as shall
be fixed by the Board of Directors.

     3. Common  Shares may be issued from time to time as the Board of Directors
shall determine and on such terms and for such  consideration  as shall be fixed
by the Board of Directors.

     4. No  holder  of any of the  shares  of any  class or  series of shares or
securities  convertible into such shares of any class or series of shares, or of
options,  warrants or other rights to purchase or acquire shares of any class or
series  of shares  or of other  securities  of the  Corporation  shall  have any
preemptive  right to purchase,  acquire or subscribe for any unissued  shares of
any class or series or any additional shares of any class or series to be issued
by reason of any increase of the authorized capital shares of the Corporation of
any class or series, or bonds, certificates of indebtedness, debentures or other
securities  convertible  into or exchangeable for shares or any class or series,
or carrying any right to purchase or acquire shares of any class or series,  but
any such unissued shares,  additional authorized issue of shares of any class or
series of shares or securities  convertible into or exchangeable for shares,  or
carrying any right to purchase or acquire shares,  may be issued and disposed of
pursuant  to  resolution  of the  Board of  Directors  to such  persons,  firms,
corporations or associations,  and upon such terms as may be deemed advisable by
the Board of Directors in the exercise of its sole discretion.
 
     5.  The  Corporation  reserves  the  right  to  increase  or  decrease  its
authorized capital shares, or any class or series thereof,  or to reclassify the
same and to amend,  alter,  change  or repeal  any  provision  contained  in the
Articles of  Incorporation,  or in any amendment  thereto,  in the manner now or
hereafter  prescribed by law, but subject to such  conditions and limitations as
are hereinbefore  prescribed,  and all right conferred upon  shareholders in the
Articles of Incorporation of this  Corporation,  or any amendment  thereto,  are
granted subject to this reservation.

     6. Unless any statute of the State of Indiana  shall  expressly  provide to
the  contrary  and  subject to the  limitations  hereinbefore  set forth in this
ARTICLE V, the Corporation may acquire, hold and dispose of any of its shares of
any class heretofore issued and outstanding.

E.   Series A Junior Participating Preferred Shares.

     1. This  Section E of the  ARTICLE V hereby  creates a series of  Preferred
Shares and hereby  states the  designation  and number of shares,  and fixes the
relative powers, preferences and rights of such series.

     2. Designation and Amount. The shares of such series shall be designated as
"Series A Junior  Participating  Preferred  Shares"  (the  "Series  A  Preferred
Shares")  and the number of shares  constituting  the Series A Preferred  Shares
shall be  2,000,000.  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 Series A  Preferred  Shares 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 Shares.

         3.   Dividends and Distributions.

     (a)  Subject  to the  rights of the  holders of any shares of any series of
Preferred  Shares (or any  similar  shares)  ranking  prior and  superior to the
Series A Preferred  Shares with  respect to  dividends,  the holders of Series A
Preferred Shares, in preference to the holders of Common Shares and of any other
junior  shares,  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 20th day of February,  May, August and November
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
Shares,  in an amount  per share  (rounded  to the  nearest  cent)  equal to the
greater of (i) $26 or (ii) 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 Common Shares
or a  subdivision  of the  outstanding  Common  Shares (by  reclassification  or
otherwise),  declared  on the  Common  Shares  since the  immediately  preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment  Date,  since the first  issuance  of any  Series A  Preferred  Share or
fraction of a Series A Preferred  Share. In the event the  Corporation  shall at
any time  declare or pay any  dividend  on the Common  Shares  payable in Common
Shares,  or  effect  a  subdivision  or  combination  or  consolidation  of  the
outstanding Common Shares (by reclassification or otherwise than by payment of a
dividend in Common  Shares)  into a greater or lesser  number of Common  Shares,
then in each such case the amount to which holders of Series A Preferred  Shares
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 Common Shares outstanding  immediately after
such event and the denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.

     (b) The Corporation  shall declare a dividend or distribution on the Series
A Preferred  Shares as provided in paragraph  3(a) of the Section E  immediately
after it declares a dividend or  distribution on the Common Shares (other than a
dividend  payable in Common Shares);  provided that, in the event no dividend or
distribution  shall have been  declared on the Common  Shares  during the period
between any Quarterly  Dividend  Payment Date and the next subsequent  Quarterly
Dividend  Payment  Date,  a dividend  of $26 per share on the Series A Preferred
Shares  shall  nevertheless  be payable on such  subsequent  Quarterly  Dividend
Payment Date.

     (c) Dividends shall begin to accrue and be cumulative on outstanding Series
A Preferred  Shares 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  Series A
Preferred  Shares  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
Series A  Preferred  Shares  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
Series  A  Preferred  Shares  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.

     4. Voting  Rights.  The holders of Series A Preferred  Shares will have the
following voting rights:

     (a) Subject to the provision for  adjustment  hereinafter  set forth,  each
Series A Preferred  Share shall  entitle the holder  thereof to 100 votes on all
matters submitted to a vote of the shareholders of the Corporation. In the event
the  Corporation  shall at any time  declare or pay any  dividend  on the Common
Shares  payable in Common  Shares,  or effect a subdivision  or  combination  or
consolidation of the outstanding Common Shares (by reclassification or otherwise
than by payment of a dividend in Common  Shares) into a greater or lesser number
of Common Shares,  then in each such case the number of votes per share to which
holders of Series A Preferred  Shares 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 Common Shares outstanding immediately after such event
and  the  denominator  of  which  is the  number  of  Common  Shares  that  were
outstanding immediately prior to such event;

     (b) Except as otherwise  provided  herein,  in any other  provisions of the
Articles of  Incorporation  of the  Corporation  creating a series of  Preferred
Shares or any  similar  shares,  or by law,  the  holders of Series A  Preferred
Shares and the  holders of Common  Shares  and any other  capital  shares of the
Corporation having general voting rights shall vote together as one class on all
matters submitted to a vote of shareholders of the Corporation;

     (c) If at the time of any annual meeting of  shareholders  for the election
of  directors  a "default  in  preference  dividends"  on the Series A Preferred
Shares shall exist, the number of directors  constituting the Board of Directors
of the Company  shall be increased by two (2), and the holders of the  Preferred
Shares of all series  (whether or not the  holders of such  series of  Preferred
Shares  would be entitled to vote for the  election of directors if such default
in  preference  dividends  did not exist) shall have the right at such  meeting,
voting together as a single class without regard to series,  to the exclusion of
the holders of Common Shares,  to elect two (2) directors of the Company to fill
such newly created  directorships.  Such right shall continue until there are no
dividends in arrears upon the Preferred  Shares.  Each  director  elected by the
holders of Preferred Shares (a "Preferred  Director") shall continue to serve as
such  director  for the  full  term  for  which  he  shall  have  been  elected,
notwithstanding  that  prior to the end of such  term a  default  in  preference
dividends  shall cease to exist.  Any Preferred  Director may be removed by, and
shall  not be  removed  except  by,  the vote of the  holders  of  record of the
outstanding Preferred Shares voting together as a single class without regard to
series,  at a meeting of the  shareholders or of the holders of Preferred Shares
called for the purpose. So long as a default in any preference  dividends on the
Preferred  Shares  shall  exist,  (i) any  vacancy in the office of a  Preferred
Director may be filled  (except as provided in the following  clause (ii)) by an
instrument in writing signed by the remaining  Preferred Director and filed with
the Company and (ii) in the case of the removal of any Preferred  Director,  the
vacancy  may be filled by the vote of the holders of the  outstanding  Preferred
Shares voting  together as a single class without regard to series,  at the same
meeting at which such removal shall voted. Each director  appointed as aforesaid
by the remaining Preferred Director shall be deemed, for all purposes hereof, to
be a Preferred Director.  Whenever the term of office of the Preferred Directors
shall end and a default  in  preference  dividends  shall no longer  exist,  the
number of directors  constituting the Board of Directors of the Company shall be
reduced by two (2). For the purposes hereof, a "default in preference dividends"
on the Preferred Shares shall be deemed to have occurred  whenever the amount of
accrued dividends upon any series of the Preferred Shares shall be equivalent to
six (6) full quarterly dividends or more, and, having so occurred,  such default
shall be deemed to exist thereafter until, but only until, all accrued dividends
on all  Preferred  Shares of each and every series then  outstanding  shall have
been paid to the end of the last preceding quarterly dividend period; and
 
     (d) Except as set forth herein, or as otherwise provided by law, holders of
Series A Preferred  Shares shall have no special voting rights and their consent
shall not be  required  (except to the  extend  they are  entitled  to vote with
holders of Common Shares as set forth  herein) for taking any corporate  action;
and

         5.   Certain Restrictions.
 
     (a)  Whenever  quarterly  dividends  or other  dividends  or  distributions
payable on the Series A Preferred  Shares,  as  provided in  paragraph 3 of this
Section E, are in arrears, thereafter and until all accrued and unpaid dividends
and  distributions,  whether  or not  declared,  on  Series A  Preferred  Shares
outstanding shall have been paid in full, the Corporation shall not:

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

               (ii) declare or pay dividends,  or make any other  distributions,
          on any shares  ranking on a parity  (either  as to  dividends  or upon
          liquidation,  dissolution  or winding  up) with the Series A Preferred
          Shares, except dividends paid ratably on the Series A Preferred Shares
          and all such  parity  shares  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 ranking junior (either as to dividends or upon liquidation,
          dissolution or winding up) to the Series A Preferred Shares,  provided
          that the  Corporation  may at any time  redeem,  purchase or otherwise
          acquire shares of any such junior shares in exchange for any shares of
          the  Corporation  ranking  junior  (either  as to  dividends  or  upon
          dissolution,  liquidation  or winding  up) to the  Series A  Preferred
          Shares; or

               (iv) redeem or purchase or  otherwise  acquire for  consideration
          any Series A Preferred  Shares, or any shares ranking on a parity with
          the Series A Preferred  Shares,  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 the Corporation
unless the Corporation  could,  under paragraph 5(a) of this Section E, purchase
or otherwise acquire such shares at such time and in such manner.

     6. Reacquired  Shares. Any Series A Preferred Shares purchased or otherwise
acquired  by the  Corporation  in any manner  whatsoever  shall be  retired  and
canceled  promptly  after the  acquisition  thereof.  All such shares shall upon
their  cancellation  become authorized but unissued  Preferred Shares and may be
reissued as part of a new series of Preferred  Shares  subject to the conditions
and  restrictions on issuance set forth in the Articles of  Incorporation of the
Corporation  creating a series of Preferred  Shares or any similar  shares or as
otherwise required by law.

     7.   Liquidation,   Dissolution  or  Winding  Up.  Upon  any   liquidation,
dissolution or winding up of the Corporation,  no distribution shall be made (a)
to the  holders  of  shares  ranking  junior  (either  as to  dividends  or upon
liquidation, dissolution or winding up) to the Series A Preferred Shares unless,
prior  thereto,  the holders of Series A Preferred  Shares  shall have  received
$6,000  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 Series A  Preferred  Shares  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 Common  Shares,  or (b) to the holders of shares ranking
on a parity (either as to dividends or upon liquidation,  dissolution or winding
up) with the Series A Preferred Shares, except distributions made ratably on the
Series A Preferred  Shares and all such parity shares 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  Shares  payable in Common
Shares,  or  effect  a  subdivision  or  combination  or  consolidation  of  the
outstanding Common Shares (by reclassification or otherwise than by payment of a
dividend in Common  Shares)  into a greater or lesser  number of Common  Shares,
then in each  such  case the  aggregate  amount  to which  holders  of  Series A
Preferred Shares were entitled immediately prior to such event under the proviso
in clause (A) of the preceding  sentence shall be adjusted by  multiplying  such
amount by a fraction  the  numerator  of which is the number of a Common  Shares
outstanding  immediately  after such event and the  denominator  of which is the
number of Common Shares that were outstanding immediately prior to such event.

     8. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation,  merger,  combination  or other  transaction  in which the Common
Shares are exchanged for or changed into other shares or securities, cash and/or
any other property, then in any such case each Series A Preferred Share 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 shares, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each Common Share
is changed or exchanged.  In the event the Corporation shall at any time declare
or pay any dividend on the Common Shares payable in Common  Shares,  or effect a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification  or otherwise  than by payment of a dividend in Common  Shares)
into a greater  or lesser  number of Common  Shares,  then in each such case the
amount set forth in the  preceding  sentence  with  respect to the  exchange  or
change of Series A Preferred Shares shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of Common Shares outstanding
immediately  after  such  event and the  denominator  of which is the  number of
Common  Shares that were  outstanding  immediately  prior to such  event.  9. No
Redemption. The Series A Preferred Shares shall not be redeemable.

     10. Conversion. The Series A Preferred Shares shall not be convertible into
Common  Shares or shares of any  other  series of any other  class of  Preferred
Shares.

     11. Rank.  The Series A Preferred  Shares  shall rank,  with respect to the
payment of dividends and the distribution of assets, junior to all series of any
other  class of  Preferred  Shares,  unless the terms of any such  series  shall
provide otherwise.

     12.  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  Shares so as to affect
them  adversely  without  the  affirmative  vote  of  the  holders  of at  least
two-thirds of the outstanding  Series A Preferred  Shares,  voting together as a
single class.

F.  8.75% Series Cumulative Preferred Shares.

     1. This  Section F of this  ARTICLE V hereby  creates a series of Preferred
Shares and hereby  states the  designation  and number of shares,  and fixes the
powers,  preferences  and relative  participating,  optional and other rights of
such series, and the qualifications, limitation and restrictions thereof.

     2. Designation And Amount. The shares of such series shall be designated as
"8.75% Series  Cumulative  Preferred  Shares  (Liquidation  Preference  $100 Per
Share)"  (the  "8.75%  Series  Preferred  Shares")  and  the  number  of  shares
constituting the 8.75% Series Preferred Shares shall be 350,000.

         3.  Dividends.

     (a) The holders of 8.75% Series  Preferred  Shares,  in  preference  to the
holders of the Series A  Preferred  Shares,  the Common  Shares and of any other
junior shares hereafter created,  shall be entitled to receive,  when, as and if
declared  by the Board of  Directors,  out of funds  legally  available  for the
purpose, cumulative quarterly dividends at the rate of 8.75% per annum, computed
on the liquidation  preference of the 8.75% Series  Preferred  Shares (using for
such computation a month of 30 days and a year of 360 days),  payable in arrears
in cash on the 14th day of January,  April,  July and October in each year (each
such date being  referred to herein as a "Quarterly  Dividend  Payment Date") to
the holders of record as of the 14th day of the month  prior to such  respective
dates,  commencing on January 14, 1991.  Dividends  shall  accumulate on a daily
basis.  Holders of 8.75%  Series  Preferred  Shares shall not be entitled to any
dividend,  whether  payable  in cash,  property  or  stock,  in  excess  of full
cumulative dividends,  as herein provided on such shares. No interest, or sum of
money in lieu of interest,  shall be payable in respect of any dividend  payment
or payments on 8.75% Series Preferred Shares that may be in arrears. The initial
dividend  shall be that  proportion  of a quarterly  dividend that the number of
days (using a month of 30 days and a year of 360 days) from the date of sale and
delivery of such shares  (including  such date) to January 14, 1991,  (excluding
such date) bears to ninety days.

     (b)  Except  as set  forth  in the next  sentence,  no  dividends  shall be
declared,  paid or set apart for payment on, or any other  distributions made in
respect  of,  shares  of any  class or  series  ranking,  as to the  payment  of
dividends or as to the distribution of assets upon  liquidation,  dissolution or
winding  up, on a parity with the 8.75%  Series  Preferred  Shares,  unless full
cumulative dividends have been or contemporaneously are declared and paid on the
8.75% Series Preferred Shares through the most recent Quarterly Dividend Payment
Date.  When  dividends are not paid in full as aforesaid,  upon the 8.75% Series
Preferred  Shares,  or on  any  such  parity  shares  through  the  most  recent
respective  dividend  payment date(s) thereof,  all dividends  declared upon the
8.75%  Series  Preferred  Shares  and  such  parity  shares  shall  be  declared
contemporaneously  and pro rate so that the  amount of  dividends  declared  per
share on the 8.75% Series  Preferred  Shares and such parity shares shall in all
cases bear to each other the same ratio that accumulated  dividends per share on
the 8.75% Series  Preferred Shares and such other shares bear to each other (for
purposes of the foregoing,  the amount of dividends  declared per share shall be
based on the applicable dividend rate for such shares for the dividend period(s)
for which dividends were not paid in full).

     4. Voting Rights.  The holders of 8.75% Series  Preferred Shares shall have
voting  rights  only as  provided  by law or as  specifically  set forth in this
Section F.

     (a) Each 8.75% Series  Preferred  Share shall entitle the holder thereof to
one vote on all matters on which the shares may be voted.

     (b) If at the time of any annual meeting of  shareholders  for the election
of directors a "default in preference  dividends" on the 8.75% Series  Preferred
Shares, or on any series of Preferred Shares, ranking on a parity with the 8.75%
Series  Preferred  Shares as to the payment of dividends and the distribution of
assets upon liquidation,  dissolution or winding up, shall exist, the holders of
the 8.75% Series Preferred Shares and such parity shares shall have the right at
such meeting, voting together as a single class without regard to series, to the
exclusion  of the  holders  of Common  Shares  and all other  securities  of the
Corporation,  to elect two (2)  directors of the  Corporation.  Such right shall
continue until there are no dividends in arrears upon the 8.75% Series Preferred
Shares.  Each director  elected by the holders of Preferred  Shares as aforesaid
and any such parity shares (a "Preferred  Director")  shall continue to serve as
such  director  for the  full  term  for  which  he  shall  have  been  elected,
notwithstanding  that  prior to the end of such  term a  default  in  preference
dividends  shall cease to exist.  Any Preferred  Director may be removed by, and
shall  not be  removed  except  by,  the vote of the  holders  of  record of the
outstanding  8.75% Series  Preferred  Shares and any such parity  shares  voting
together  as a single  class  without  regard to  series,  at a  meeting  of the
shareholders  or of the holders of 8.75%  Series  Preferred  Shares and any such
parity  shares  called for the purpose.  So long as a default in any  preference
dividends on the 8.75% Series  Preferred  Shares or any such parity shares shall
exist,  (i) any  vacancy in the  office of a  Preferred  Director  may be filled
(except as provided in the  following  clause (ii)) by an  instrument in writing
signed by the remaining  Preferred  Director and filed with the Company and (ii)
in the case of the removal of any Preferred Director,  the vacancy may be filled
by the vote of the holders of the outstanding  8.75% Series Preferred Shares and
any such parity  shares  voting  together as a single  class  without  regard to
series,  at the same meeting at which such removal shall be voted. Each director
appointed as aforesaid by the remaining  Preferred Director shall be deemed, for
all purposes  hereof,  to be a Preferred  Director.  For the purposes  hereof, a
"default in preference  dividends" shall be deemed to have occurred whenever the
amount of accumulated  dividends upon the 8.75% Series  Preferred  Shares or any
series of shares  ranking on a parity  therewith  as to the payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up shall
be  equivalent  to four (4) full  quarterly  dividends or more,  and,  having so
occurred,  such  default  shall be deemed to exist  thereafter  until,  but only
until,  all accumulated  dividends on all 8.75% Series  Preferred Shares and any
such parity shares then outstanding  shall have been paid to the end of the last
preceding quarterly dividend period or equivalent thereof.

     (c) The Corporation  shall not,  without the vote or consent of the holders
of two-thirds of the  outstanding  8.75% Series  Preferred  Shares and Preferred
Shares  ranking on a parity  with the 8.75%  Series  Preferred  Shares as to the
payment  of  dividends  and  the   distribution  of  assets  upon   liquidation,
dissolution  or winding up,  amend its  Articles of  Incorporation  to create or
authorize  any class or series of shares,  or any class or series of  securities
convertible  into any class or series of shares,  which  would rank prior to the
8.75%  Series  Preferred  Shares  and such  parity  shares as to the  payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up.

         5.  Certain Restrictions.

     (a) Whenever  quarterly  dividends  payable on the 8.75%  Series  Preferred
Shares, as provided in paragraph 3 of this Section F, are in arrears,  or in the
event the  Corporation  shall have failed to redeem the 8.75%  Series  Preferred
Shares on January 14,  1996,  in  accordance  with the  provisions  of Section 8
hereof,  thereafter and until all accumulated and unpaid  dividends,  whether or
not earned or declared,  on 8.75% Series Preferred Shares outstanding shall have
been paid in full, or until such  redemption  shall have been  effected,  as the
case may be, the Corporation shall not:

          (i) declare, pay or set apart for payment dividends, or make any other
     distributions,  on any shares  ranking  junior (either as to the payment of
     dividends or as to the distribution of assets upon liquidation, dissolution
     or winding up) to the 8.75% Series Preferred Shares;

          (ii) redeem or purchase or  otherwise  acquire for  consideration  any
     shares  ranking  junior (either as to the payment of dividends or as to the
     distribution of assets upon liquidation,  dissolution or winding up) to the
     8.75% Series  Preferred  Shares,  provided that the  Corporation may at any
     time  redeem,  purchase or  otherwise  acquire  any such  junior  shares in
     exchange for any shares of the Corporation ranking junior (either as to the
     payment of dividends or as to the distribution of assets upon  dissolution,
     liquidation or winding up) to the 8.75% Series Preferred Shares; or

          (iii) redeem or purchase or otherwise  acquire for  consideration  any
     8.75% Series Preferred  Shares,  or any shares ranking on a parity with the
     8.75% Series Preferred  Shares,  except in accordance with a purchase offer
     made in writing or by publication (as determined by the Board of Directors)
     to all  holders  of all  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 the
     Corporation  unless the  Corporation  could,  under  paragraph 5(a) of this
     Section F,  purchase or  otherwise  acquire such shares at such time and in
     such manner.

          6. Reacquired  Shares.  Any 8.75% Series Preferred Shares purchased or
     otherwise  acquired by the  Corporation in any manner  whatsoever  shall be
     retired and  canceled  promptly  after the  acquisition  thereof.  All such
     shares  shall  upon  their  cancellation  become  authorized  but  unissued
     Preferred  Shares and may be reissued as part of a new series of  Preferred
     Shares  subject to the conditions  and  restrictions  on issuance set forth
     herein and in the Articles of Incorporation  of the Corporation  creating a
     series of Preferred  Shares or any similar shares or as otherwise  required
     by law.

          7.  Liquidation,  Dissolution  or Winding  Up.  Upon the  liquidation,
     dissolution  or  winding  up  of  the  Corporation,  whether  voluntary  or
     involuntary,  the holders of 8.75% Series Preferred Shares will be entitled
     to receive  and to be paid out of the assets of the  Corporation  available
     for  distribution to its  shareholders,  before any payment or distribution
     shall be made on the Common  Shares or on any other  class of shares of the
     Corporation  ranking junior to the 8.75% Series  Preferred Shares as to the
     distribution  of assets  upon  liquidation,  dissolution  or winding up, an
     amount equal to the liquidation preference with respect to such shares plus
     an  amount  equal  to all  dividends  thereon  (whether  or not  earned  or
     declared)  accumulated  but unpaid to the date of final  distribution.  The
     liquidation  preference for 8.75% Series  Preferred Shares shall be $100.00
     per share.  After the  payment to the  holders  of 8.75%  Series  Preferred
     Shares of the full  preferential  amounts provided for as described herein,
     the holders of 8.75% Series Preferred Shares as such shall have no right or
     claim to any of the remaining assets of the  Corporation.  In the event the
     assets of the  Corporation  available  for  distribution  to the holders of
     8.75% Series Preferred Shares upon any liquidation,  dissolution or winding
     up  of  the  Corporation,   whether  voluntary  or  involuntary,  shall  be
     insufficient to pay in full all amounts to which such holders are entitled,
     no such  distribution  shall be made on  account of any shares of any other
     class or series of  Preferred  Shares  ranking  on a parity  with the 8.75%
     Series  Preferred Shares upon such  liquidation,  dissolution or winding up
     unless  proportionate  distributive amounts shall be paid on account of the
     shares of 8.75% Series Preferred Shares, ratable, in proportion to the full
     distributable  amounts  for which  holders  of all such  parity  shares are
     respectively  entitled upon such liquidation.  Subject to the rights of the
     holders of shares of any series or class or classes of shares  ranking on a
     parity  with  the  8.75%  Series  Preferred  Shares  with  respect  to  the
     distribution of assets upon  liquidation,  dissolution or winding up of the
     Corporation,  after  payment shall have been made in full to the holders of
     the 8.75%  Series  Preferred  Shares  as  described  herein,  but not prior
     thereto,  any other series or class or classes of shares  ranking junior to
     the 8.75%  Series  Preferred  Shares with  respect to the  distribution  of
     assets upon  liquidation,  dissolution or winding up shall,  subject to the
     respective terms and provisions (if any) applying  thereto,  be entitled to
     receive any and all assets  remaining  to be paid or  distributed,  and the
     holders of the 8.75% Series Preferred Shares shall not be entitled to share
     therein.

         8.  Redemption.

          (a) The 8.75%  Series  Preferred  Shares shall be redeemed in whole by
     the  Corporation on January 14, 1996, at the  redemption  price of $100 per
     share plus all unpaid cumulative dividends  accumulated thereon to the date
     of redemption,  whether or not earned or declared.  The  Corporation  shall
     give notice of such redemption to the holders of the 8.75% Series Preferred
     Shares by mail not more than sixty (60) but not less than  thirty (30) days
     prior to the  redemption  date,  but  failure to so mail such notice or any
     defect  therein or in the mailing  thereof shall not affect the validity of
     such redemption.

          (b) The Corporation shall, after giving notice of redemption as herein
     provided, or after giving to the bank or trust company hereinafter referred
     to  irrevocable  authority  to give due  notice,  deposit at any time on or
     prior to the  redemption  date  specified  in such  notice,  and  after the
     earliest  date on  which  notice  of  redemption  may be  given  as  herein
     provided,  the  amount of the  aggregate  redemption  price plus all unpaid
     cumulative  dividends  accumulated to the  redemption  date (whether or not
     earned or declared) on the 8.75%  Series  Preferred  Shares to be redeemed,
     with a bank or trust company  having a capital and surplus of at least five
     million dollars and its principal office in the City of Chicago,  Illinois,
     designated in such notice, in trust for the holders of such shares so to be
     redeemed,  payable to the holders thereof on the date fixed for redemption,
     and  then,  from  and  after  the  date  of  such  deposit,   such  shares,
     notwithstanding  that  any  certificate  for  such  shares  so  called  for
     redemption  shall  not have been  surrendered  for  cancellation,  shall no
     longer be deemed outstanding and shall be deemed canceled and retired,  and
     each holder thereof shall not thereafter be entitled to receive any further
     dividends or be entitled to exercise any rights as a holder of such shares,
     excepting only the right to receive the  redemption  price thereof plus all
     unpaid cumulative  dividends  accumulated thereon to the date of redemption
     (whether or not earned or  declared),  but without  interest  thereon.  The
     moneys so deposited for the  redemption of such shares shall be paid to the
     holders  of  such  shares  upon  the  surrender  to  the   Corporation  for
     cancellation  of  the  certificates   representing  such  shares,  properly
     endorsed in blank for  transfer or  accompanied  by proper  instruments  of
     assignment  in blank (if  required  by the  Corporation)  and  bearing  all
     necessary stock transfer tax stamps thereto affixed and canceled.

          (c) In  case  the  holder  of any  certificate  for any  8.75%  Series
     Preferred  Shares which shall have been redeemed shall not,  within six (6)
     years  after  such  redemption  date,  claim the amount  deposited  for the
     redemption thereof,  any such bank or trust company shall, upon demand, pay
     over to the  Corporation  such  unclaimed  amount  and shall  thereupon  be
     relieved of all  responsibility  in respect thereof;  provided such bank or
     trust company,  before being required to make any such payment, may (at the
     expense  of the  Corporation)  cause  to be  published  once a week  on any
     business  day of the week for two (2)  consecutive  weeks in a newspaper of
     general circulation in the city of Chicago, Illinois, customarily published
     on each business day, a notice that such moneys have not been so called for
     and that after a date named  therein  such  moneys  will be returned to the
     Corporation.

          9.  Conversion.  The  8.75%  Series  Preferred  Shares  shall  not  be
     convertible  into  Common  Shares or shares of any other class or series of
     the Corporation.

          10. Rank. The 8.75% Series  Preferred  Shares shall rank, with respect
     to  the  payment  of  dividends  and  the   distribution   of  assets  upon
     liquidation,  dissolution  or  winding  up, on a parity  with all series of
     Preferred  Shares,  unless  the  terms of any  such  series  shall  provide
     otherwise.  The Series A  Preferred  Shares  shall rank junior to the 8.75%
     Series  Preferred  Shares  both  as to the  payment  of  dividends  and the
     distribution of assets upon liquidation, dissolution or winding up.

          11. Amendment.  The Articles of Incorporation of the Corporation shall
     not be amended in any manner  which  would  materially  alter or change the
     designation,  rights or preferences of the 8.75% Series Preferred Shares so
     as to affect them adversely  without the affirmative vote of the holders of
     at least two-thirds of such shares then outstanding.

                                                    ARTICLE VI

                                                     Directors

          1. The Board of Directors of the Corporation shall consist of ten (10)
     directors.  The  directors  shall be divided into three  classes,  and each
     class shall consist of one-third, or as near as may be, of the total number
     of directors  constituting the Board of Directors.  At the 1988 and at each
     succeeding  annual  meeting  of  shareholders,  successors  to the class of
     directors  whose terms  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.  In the event that the holders of
     Preferred  Shares  are  entitled  at  any  shareholders  meeting  to  elect
     directors,  then the term of office  of all  persons  who may be  directors
     shall  terminate  upon the election of their  successors at such meeting of
     shareholders.

          2. A director  shall hold office until the annual meeting for the year
     in which his term  expires  and until his  successor  shall be elected  and
     shall qualify, subject,  however, to prior death, resignation,  retirement,
     age  and  service   limitations   as  may  be  set  forth  in  the  Bylaws,
     disqualification  or  removal  from  office.  Any  vacancy  on the Board of
     Directors  shall be filled by a majority of the Board of Directors  then in
     office even if less than a quorum,  or by a sole  remaining  director.  Any
     director  elected by the Board of  Directors  shall hold  office  until the
     annual  meeting for the year in which the term for that Class of  Directors
     shall expire.

          3. A director may be removed by the directors or the shareholders, but
     only for cause. If by directors, such action may be taken only at a meeting
     of the Board, the meeting notice for which must state that the purpose,  or
     one of the purposes, of the meeting is the removal of the director, and the
     affirmative  vote of two-thirds of the remaining  directors is necessary to
     remove the director. If removal is by vote of the shareholders, it may only
     be considered at an annual  meeting of  shareholders,  and the  affirmative
     vote of  two-thirds of the shares then entitled to vote for the election of
     directors  is  necessary  to remove  the  director.  For  purposes  of this
     section,  cause for removal  shall be construed to exist only if a director
     whose  removal is  proposed  has been  convicted  of a felony by a court of
     competent  jurisdiction and such conviction is no longer subject to appeal,
     or has been adjudged by a court of competent  jurisdiction to be liable for
     willful misconduct in the performance of his or her duty to the Corporation
     in  a  matter  of  substantial  importance  to  the  Corporation  and  such
     adjudication is no longer subject to appeal.

                                                    ARTICLE VII

                                               Business Combinations

A.       Market Value Required.

          Notwithstanding   any   other   provision   of   these   Articles   of
     Incorporation,  the Corporation may not engage in any Business  Combination
     (hereinafter defined) with any Interested Shareholder (hereinafter defined)
     of the Corporation  unless the Business  Combination  meets the requirement
     specified in either paragraphs 1, 2, 3 following:

          1. A Business  Combination  approved by the Board of  Directors of the
     Corporation before the Interested  Shareholders  Acquisition Date, or as to
     which the  purchase of shares  made by the  Interested  Shareholder  on the
     interested Shareholder's Acquisition Date had been approved by the Board of
     Directors  of  the   Corporation   before  the   Interested   Shareholder's
     Acquisition Date.

          2. A Business  Combination  approved  by the  affirmative  vote of the
     holders of a majority of the  outstanding  voting  shares not  beneficially
     owned by the Interested Shareholder proposing the Business Combination,  or
     any  Affiliate or Associate of the  Interested  Shareholder  proposing  the
     Business Combination,  at a meeting called for that purpose no earlier than
     five (5) years after the Interested Shareholder's Acquisition Date.

         3.  A Business Combination that meets all of the following conditions:

          (a) The aggregate  amount of cash and the Market Value (as hereinafter
     defined),  as of the date of the consummation of the Business  Combination,
     of  consideration  other than cash to be  received  per share by holders of
     Common Shares in such Business Combination,  shall be at least equal to the
     highest amount determined under clauses (i) and (ii) below:

               (i)  the  highest  per  share  price  paid  by or  behalf  of the
          Interested   Shareholder  when  the  Interested  Shareholder  was  the
          beneficial  owner (directly or indirectly) of five percent (5%) of the
          outstanding  voting shares for any Common Share in connection with the
          acquisition by the Interested  Shareholder of beneficial  ownership of
          Common Shares (x) within the five-year period immediately prior to the
          first public  announcement of the proposed  Business  Combination (the
          "Announcement  Date") or (y) in the  transaction in which it became an
          Interested  Shareholder,  whichever is higher,  plus,  in either case,
          interest  compounded  annually  from the  earliest  date on which  the
          highest per share  acquisition price was paid through the consummation
          date at the rate specified in the Act less the aggregate amount of any
          cash dividends  paid, and the market value of any dividends paid other
          than in cash,  per common  share since the  earliest  date,  up to the
          amount of the interest.

               (ii) the Market Value per Common Share on the  Announcement  Date
          or  on  the  date  on  which  the  Interested  Shareholder  became  an
          Interested Shareholder (the "Acquisition Date"),  whichever is higher,
          plus  interest   compounded   annually  from  that  date  through  the
          consummation  date at the rate specified in the Act less the aggregate
          amount  of any  cash  dividends  paid,  and the  market  value  of any
          dividends paid other than in cash, per common share since the earliest
          date,  up to the amount of the interest.  (b) The aggregate  amount of
          cash and the Market Value (as hereinafter  defined), as of the date of
          the consummation of the Business  Combination,  of consideration other
          than cash to be  received  per share by holders of shares of any class
          or series of outstanding Preferred Shares in such Business Combination
          shall be at least equal to the highest amount determined under clauses
          (i), (ii) and (iii) below:

               (i) the  highest  per  share  price  paid by or on  behalf of the
          Interested  Shareholder at a time when the Interested  Shareholder was
          the beneficial owner, directly or indirectly,  of five percent (5%) or
          more of the outstanding voting shares of the Corporation for any share
          of such class or series of  Preferred  Shares in  connection  with the
          acquisition by the Interested  Shareholder of beneficial  ownership of
          shares of such  class or series of  Preferred  Shares  (x)  within the
          five-year period  immediately prior to the Announcement Date or (y) in
          the  transaction  in  which  it  became  an  Interested   Shareholder,
          whichever is higher, plus in either case, interest compounded annually
          from the  earliest  date on which the  highest  per share  acquisition
          price was paid through the consummation  date at the rate specified in
          the Act less the aggregate  amount of any cash dividends paid, and the
          market  value of any  dividends  paid other  than in cash,  per common
          share since the earliest date, up to the amount of the interest.

               (ii) the  Market  Value  per  share of such  class or  series  of
          Preferred Shares on the Announcement  Date or on the Acquisition Date,
          whichever is higher,  plus interest compounded annually from that date
          through the  consummation  date at the rate  specified in the Act less
          the aggregate  amount of any cash dividends paid, and the market value
          of any dividends  paid other than in cash,  per common share since the
          earliest date, up to the amount of the interest.

               (iii)  the  highest  preferential  amount  per share to which the
          holders of shares of such class or series of Preferred Shares would be
          entitled in the event of any  voluntary  or  involuntary  liquidation,
          dissolution or winding up of the affairs of the Corporation,  plus the
          aggregate  amount  of any  dividends  declared  or due as to which the
          holders are entitled  before  payment of dividends on some other class
          or series of shares,  unless the aggregate  amount of the dividends is
          included in the preferential amount.

               (c) The  consideration  to be received by holders of a particular
          class or series of  outstanding  Capital Shares shall be in cash or in
          the same  form as  previously  has been  paid by or on  behalf  of the
          Interested  Shareholder  in  connection  with its  direct or  indirect
          acquisition of beneficial  ownership of shares of such class or series
          of  Capital  Shares.  If  the  consideration  previously  paid  by the
          Interested  Shareholder  to  acquire  shares of any class or series of
          Capital  Shares varied among the  recipients  thereof as to form,  the
          form of  consideration  to be paid for such class or series of Capital
          Shares in  connection  with the Business  Combination  shall be either
          cash or the form used to acquire  beneficial  ownership of the largest
          number of shares of such class or series of Capital Shares  previously
          acquired by the Interested Shareholder, and the consideration shall be
          distributed promptly.

               (d)  After  the  Interested  Shareholder's  Acquisition  Date and
          before the Consummation Date with respect to the Business Combination,
          the Interested  Shareholder has not become the Beneficial Owner of any
          additional voting shares of the Corporation except: (i) as part of the
          transaction  that resulted in the Interested  Shareholder  becoming an
          Interested Shareholder;  (ii) by virtue of proportionate share splits,
          share dividends, or other distributions of shares in respect of shares
          not  constituting  a Business  Combination;  (iii)  through a Business
          Combination   meeting  all  of  the  conditions  of  the  Articles  of
          Incorporation or (iv) through  purchase by the Interested  Shareholder
          at any  price  that,  if the  price  had  been  paid  in an  otherwise
          permissible   Business   Combination   the   Announcement   Date   and
          Consummation  Date of which were the date of the purchase,  would have
          satisfied the requirements of these Articles of Incorporation.

B.       Exceptions.

               The provisions of the preceding Section A shall not be applicable
          to  any  particular  Business  Combination  if,  in  addition  to  any
          affirmative  vote required by law or these Articles of  Incorporation,
          such Business Combination shall be approved by the affirmative vote of
          not less than eighty percent (80%) of the votes entitled to be cast by
          the  holders  of  all  the  outstanding  Voting  Shares   (hereinafter
          defined),  voting together as a single class.  Such  Affirmative  vote
          shall  be  required  notwithstanding  the  fact  that no  vote  may be
          required,  or that a lesser  percentage or separate  class vote may be
          specified,  by law or in any  agreement  with any national  securities
          exchange or otherwise.

C.       Definitions.

         The following definitions shall apply with respect to this ARTICLE VII:

         1.  The term "Business Combination" shall mean:

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

               (b) any sale,  lease,  exchange,  mortgage,  pledge,  transfer or
          other  disposition  (in one  transaction or a series of  transactions)
          with or for the benefit of any Interested Shareholder or any Affiliate
          or  Associate  of any  Interested  Shareholder  involving  any assets,
          securities or  commitments  of the  Corporation  or any Subsidiary (i)
          having an aggregate Market Value equal to ten percent (10%) or more of
          the  aggregate  Market  Value of (x) all the assets,  determined  on a
          consolidated  basis,  of the  Corporation,  or (y) all the outstanding
          shares of the  Corporation or (ii)  representing  ten percent (10%) or
          more of the earning power or net income,  determined on a consolidated
          basis, of the Corporation; or

               c) the issuance or transfer by the  Corporation or any Subsidiary
          of  the   Corporation   (in  one  (1)   transaction  or  a  series  on
          transactions)  of any shares of the  Corporation  or any Subsidiary of
          the  Corporation  that have an  aggregate  market  value equal to five
          percent  (5%)  or  more  of the  aggregate  market  value  of all  the
          outstanding shares of the Corporation to the Interested Shareholder or
          an affiliate or the  associate of the  Interested  Shareholder  except
          under the exercise of warrants or rights to purchase  shares  offered,
          or  a  dividend  or  distribution   paid  or  made  pro  rata  to  all
          shareholders of the Corporation; or

               (d) the adoption of any plan or proposal for the  liquidation  or
          dissolution of the  Corporation  which is voted for or consented to by
          any Interested Shareholder or any Affiliate or Associate thereof; or

               (e) any  reclassification  of  securities  (including  any  share
          split,  share dividend,  or other distribution of shares in respect of
          shares,   or  reverse  share  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 otherwise involving an Interested Shareholder) that has the effect,
          directly or indirectly,  of increasing the proportionate  share of any
          class or series of outstanding shares of any class or series of voting
          shares  or  any  securities  convertible  into  voting  shares  of the
          Corporation  or any  Subsidiary,  that  is  beneficially  owned  by an
          Interested Shareholder or any Affiliate or Associate of any Interested
          Shareholder; or

               (f) any receipt by the Interested Shareholder or any Affiliate or
          Associate of the Interested  Shareholder  of the benefit  (directly or
          indirectly,   except   proportionately   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 or through the Corporation.

               2. The term "Capital Shares" shall mean all capital shares of the
          Corporation  authorized to be issued from time to time under ARTICLE V
          of these Articles of Incorporation, and the term "Voting Shares" shall
          mean all Capital  Shares that by its terms may be voted on all matters
          submitted to shareholders of the Corporation generally.

               3. The term "Interested Shareholder" shall mean any person (other
          than the  Corporation  or any  Subsidiary)  who (i) is the  beneficial
          owner directly or indirectly of Voting Shares representing ten percent
          (10%) or more of the votes  entitled  to be cast by the holders of all
          then outstanding Voting Shares or (ii) is an Affiliate or Associate of
          the  Corporation   and  at  any  time  within  the  five-year   period
          immediately prior to the Announcement Date was the beneficial owner of
          Voting  Shares  representing  ten  percent  (10%) or more of the votes
          entitled  to be cast by the  holders  of all then  outstanding  Voting
          Shares.  For  the  purpose  of  determining  whether  a  person  is an
          Interested Shareholder, the number of Voting Shares of the Corporation
          considered  to  be  outstanding   includes  shares  considered  to  be
          beneficially  owned by the  person,  but does not  include  any  other
          unissued  shares  of  Voting  Shares  of the  Corporation  that may be
          issuable under any agreement,  arrangement, or understanding,  or upon
          exercise of conversion rights, warrants or options, or otherwise.

               4. A person shall be a "Beneficial  Owner" of any Capital  Shares
          (i)  which  such  person  individually  or any of  its  Affiliates  or
          Associates beneficially owns, directly or indirectly;  (ii) which such
          person  individually  or any  of its  Affiliates  or  Associates  has,
          directly or indirectly,  (x) the right to acquire  (whether such right
          is  exercisable  immediately  or subject only to 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 (y) the right to vote  pursuant  to any  agreement,
          arrangement or  understanding;  or (iii) which is beneficially  owned,
          directly or indirectly,  by any other person with which such person or
          any of its Affiliates or Associates has any agreement,  arrangement or
          understanding  for  the  purpose  of  acquiring,  holding,  voting  or
          disposing of Capital Shares.

               5. The term "Associate" when used to indicate a relationship with
          any person,  means:  (1) Any  corporation or organization of which the
          person is an officer or partner or is,  directly  or  indirectly,  the
          Beneficial  Owner of ten percent  (10%) or more of any class of voting
          shares;  (2) Any  trust or other  estate  in which  the  person  has a
          substantial  beneficial  interest or as to which the person  serves as
          trustee or in a similar  fiduciary  capacity;  and (3) Any relative or
          spouse of the person, or any relative of the spouse,  who has the same
          home as the person.

               6.  The  term  "Affiliate"   means  a  person  that  directly  or
          indirectly  through  one  (1) or  more  intermediaries,  controls,  is
          controlled by, or is under common control with a specified person.

               7. The term  "Subsidiary"  of the  Corporation  means  any  other
          corporation  of which  voting  shares  constituting  a majority of the
          outstanding voting shares of the other corporation entitled to be cast
          are owned (directly or indirectly) by the Corporation.

               8. The term "Market  Value" means (i) in the case of shares,  the
          highest  closing  sale  price  during the  30-day  period  immediately
          preceding the date in question of such a share on the  Composite  Tape
          for New York Stock Exchange listed shares,  or, if such shares are not
          quoted on the Composite Tape, on the New York Stock  Exchange,  or, if
          such shares are not listed on such Exchange,  on the principal  United
          States  securities  exchange on which such  shares are listed,  or, if
          such shares are not listed on any such exchange,  the highest  closing
          bid  quotation  with respect to such a share during the 30-day  period
          preceding  the  date  in  question  on  the  National  Association  of
          Securities  Dealers,  Inc. Automated  Quotations System or any similar
          system then in use, or if no such quotations are available, the Market
          Value  on the date in  question  of such a share  as  determined  by a
          majority  of the  directors  in good  faith;  and  (ii) in the case of
          property other than cash or shares,  the Market Value of such property
          on the date in question as  determined  in good faith by a majority of
          the directors.

               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 subparagraphs  3(a) and 3(b) of Section A of this
          ARTICLE VII shall  include the Common  Shares and/or the shares of any
          other  class or series of Capital  Shares  retained  by the holders of
          such shares.

                                                   ARTICLE VIII

                                                  Indemnification

               Each  director  and  each  officer  of the  Corporation  shall be
          indemnified by the Corporation to the fullest extent  permitted by law
          against expenses  (including  attorneys'  fees) judgments,  penalties,
          fines and amounts paid in settlement  actually and reasonably incurred
          by him or her in  connection  within the defense of any  proceeding in
          which he or she was or is a party or is  threatened to be made a party
          by reason of being or having  been a  director  or an  officer  of the
          Corporation.  Such right of  indemnification  is not  exclusive of any
          other rights to which such  director or officer may be entitled  under
          any now or hereafter  existing  statute,  any other provision of these
          Articles  of   Incorporation,   the   by-laws,   agreement,   vote  of
          shareholders or otherwise.  If the Indiana Business Corporation Law is
          amended 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  Indiana  Business  Corporation  Law,  as so
          amended.  Any  repeal  or  modification  of this  ARTICLE  VIII 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.

                                                    ARTICLE IX

                                                    Amendments

               The  Corporation  reserves the right to amend,  alter,  change or
          repeal any provision in these Articles of  Incorporation  as permitted
          by law, and all rights  conferred on  shareholders  herein are granted
          subject  to  this  reservation.  Notwithstanding  the  foregoing,  the
          provision  of Articles  VI, VII,  VIII and this  Article IX may not be
          amended,   altered,   changed  or  repealed   unless  such  amendment,
          alteration,  change or repeal is approved by the  affirmative  vote of
          the  holders  of not  less  than  seventy-five  percent  (75%)  of the
          outstanding shares entitled to vote thereon.