<PAGE>   1

                                                                  Exhibit 3(b)

   E.  1.  DESIGNATION AND AMOUNT.  The shares of this series shall be
designated as "Series A Participating Preferred Stock" (the "Series A Preferred
Stock").  The par value of each share of Series A Preferred Stock shall be
$1.00. The number of shares constituting the Series A Preferred Stock initially
shall be 5,000,000; provided, however, that, if more than a total of 5,000,000
shares of Series A Preferred Stock shall be issuable upon the exercise of Rights
(the "Rights") issued pursuant to the Rights Agreement, dated as of December 28,
1995, between the Company and First Chicago Trust Company of New York, as Rights
Agent (as such agreement may be amended from time to time, the "Rights
Agreement"), the Board of Directors of the Company, pursuant to Section 1914(c)
and/or Section 1522(b) of the Pennsylvania Business Corporation Law of 1988, as
amended (the "Pennsylvania BCL"), and in accordance with the provisions of
Article FIFTH of the Restated Articles of Incorporation, shall adopt a
resolution or resolutions increasing the previously determined total number of
shares of Series A Preferred Stock authorized to be issued (to the extent that
the Restated Articles of Incorporation then permit) to the largest number of
whole shares (rounded up to the nearest whole number) issuable upon exercise of
such Rights and directing that a statement or articles of amendment with respect
to such increase in authorized shares for the Series A Preferred Stock be
executed and filed with the Department of State of the Commonwealth of
Pennsylvania.

   2.  DIVIDENDS AND DISTRIBUTIONS.
   (a)  Subject to the provisions for adjustment hereinafter set forth, the
holders of outstanding shares of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, (i) a cash dividend in an amount per share
(rounded to the nearest cent) equal to 100 times the aggregate per share amount
of each cash dividend declared or paid on the Common Stock, $1.00 par value per
share, of the Company (the "Common Stock") and any other security ranking
junior to the Series A Preferred Stock, and (ii) a preferential cash dividend
(the "Preferential Dividends"), if any, in preference to the holders of Common
Stock and any other security ranking junior to the Series A Preferred Stock, on
the first day of March, June, September and December of each year (each 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, payable in an amount (except in the case of the first
Quarterly Dividend Payment if the date of the first issuance of Series A
Preferred Stock is a date other than a Quarterly Dividend Payment date, in
which case such payment shall be a prorated amount of such amount) equal to
$1.00 per share of Series A Preferred Stock less the per share amount of all
cash dividends declared on the Series A Preferred Stock pursuant to clause (i)
of this sentence 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 addition, in the event the Company shall, at any time after the issuance of
any share or fraction of a share of Series A Preferred Stock, pay any dividend
or make any distribution on the


LAW2:7499                                                              -7-
<PAGE>   2
shares of Common Stock of the Company, whether by way of a dividend or a
reclassification of stock, a recapitalization, reorganization or partial
liquidation of the Company or otherwise, which is payable in cash or any debt
security, debt instrument, real or personal property or any other property
(other than (x) cash dividends subject to the immediately preceding sentence,
(y) a distribution of shares of Common Stock or other capital stock of the
Company or (z) a distribution of rights or warrants to acquire any such shares,
including as such a right any debt security convertible into or exchangeable
for any such shares, at a price less than the Fair Market Value (as hereinafter
defined) of such shares on the date of issuance of such rights or warrants),
then, and in each such event, the Company shall simultaneously pay on each then
outstanding share of Series A Preferred Stock a distribution, in like kind, of
100 times such distribution paid on a share of Common Stock (subject to the
provisions for adjustment hereinafter set forth).  The dividends and
distributions on the Series A Preferred Stock to which holders thereof are
entitled pursuant to clause (i) of the first sentence of this paragraph and
pursuant to the second sentence of this paragraph are hereinafter referred to
as "Dividends" and the multiple of such cash and non-cash dividends and
distributions on the Common Stock applicable to the determination of the
Dividends, which shall be 100 initially but shall be adjusted from time to time
as hereinafter provided, is hereinafter referred to as the "Dividend Multiple."
In the event the Company shall at any time after January 9, 1996 declare or pay
any dividend or make any distribution on Common Stock payable in shares of
Common Stock, or effect a subdivision or split or a combination, consolidation
or reverse split of the outstanding shares of Common Stock into a greater or
lesser number of shares of Common Stock, then in each such case the Dividend
Multiple thereafter applicable to the determination of the amount of Dividends
which holders of shares of Series A Preferred Stock shall be entitled to
receive shall be the Dividend Multiple applicable immediately prior to such
event multiplied 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 Company shall declare each Dividend at the same time it declares
any cash or non-cash dividend or distribution on the Common Stock in respect of
which a Dividend is required to be paid.  No cash or non-cash dividend or
distribution on the Common Stock in respect of which a Dividend is required to
be paid shall be paid or set aside for payment on the Common Stock unless a
Dividend in respect of such dividend or distribution on the Common Stock shall
be simultaneously paid, or set aside for payment, on the Series A Preferred
Stock.

   (c)  Preferential Dividends shall begin to accrue on outstanding shares of
Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issuance of such


LAW2:7499                                                              -8-
<PAGE>   3
shares of Series A Preferred Stock.  Accrued but unpaid Preferential Dividends
shall cumulate but shall not bear interest.  

   (d)  Any dividend payment made on shares of the Series A Preferred Stock
shall first be credited against the earliest accrued but unpaid Preferential
Dividend due with respect to shares of the Series A Preferred Stock.

   (e)  All dividends paid with respect to shares of the Series A Preferred
Stock pursuant to this paragraph 2 shall be paid pro rata on a share-by-share
basis to the holders entitled thereto.

   (f)  The holders of shares of Series A Preferred Stock shall not be entitled
to receive any dividends or distributions except as provided herein.

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

   (a)  Subject to the provisions 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 holders of the Common Stock.
  The number of votes which a holder of a share of Series A Preferred Stock is
  entitled to cast, as the same may be adjusted from time to time as hereinafter
  provided, is hereinafter referred to as the "Vote Multiple."  In the event the
  Company shall at any time after January 9, 1996 declare or pay any dividend on
  Common Stock, payable in shares of Common Stock, or effect a subdivision or
  split or a combination, consolidation or reverse split of the outstanding
  shares of Common Stock into a greater or lesser number of shares of Common
  Stock, then in each such case the Vote Multiple thereafter applicable to the
  determination of the number of votes per share to which holders of shares of
  Series A Preferred Stock shall be entitled after such event shall be the Vote
  Multiple immediately prior to such event multiplied 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 the Restated Articles of
  Incorporation, in the By-laws, or as otherwise provided by law, the holders
  of shares of Series A Preferred Stock and the holders of shares of Common
  Stock shall vote together as one class on all matters submitted to a vote of
  shareholders of the Company.

   (c)  In the event that the Preferential Dividends payable to the holders of
  Series A Preferred Stock are in arrears and unpaid for the equivalent of six
  quarterly periods, the Board of Directors will be increased by two directors
  and the holders of Series A Preferred Stock, together with the holders of all
  other outstanding series of


LAW2:7499                                                              -9-
<PAGE>   4
  the Preferred Stock in respect of which such a default in payment of dividends
  as described hereinabove exists and is entitled to vote thereon, voting as a
  single class without regard to series, will be entitled to elect two directors
  of the expanded Board of Directors.  Such entitlement shall continue until
  such time as all dividends in arrears on all of the Series A Preferred Stock
  at the time outstanding have been paid or declared and set aside for payment,
  whereupon such voting rights of the holders of the Series A Preferred Stock
  shall cease (and, unless holders of shares of other series of Preferred Stock
  shall still have the right to elect such directors, the respective terms of
  the two additional directors shall thereupon expire and the number of
  directors constituting the full board be decreased by two) subject to being
  again revived from time to time upon the reoccurrence of the conditions
  described in this paragraph (3)(c) as giving rise thereto.

   At any time when the rights of holders of Series A Preferred Stock to elect
  two additional directors shall have so vested, the Company shall, upon the
  written request of the holders of record of not less than 10% of the Series A
  Preferred Stock then outstanding (or 10% of all of the shares of Preferred
  Stock having the right to vote for such directors in case holders of shares of
  other series of Preferred Stock shall also have the right to elect directors
  in such circumstances), call a special meeting of holders of the Series A
  Preferred Stock (and other series of Preferred Stock, if applicable) for the
  election of directors.  In the case of a written request, the special meeting
  shall be held within 60 days after the delivery of the request, upon the
  notice provided by law and in the By-laws of the Company; except that the
  Company shall not be required to call such a special meeting if the request is
  received less than 120 days before the date fixed for the next ensuing annual
  meeting of shareholders of the Company.

   Whenever the number of directors of the Company shall have been increased by
  two as provided in this paragraph (3)(c), the number as so increased may
  thereafter be further increased or decreased in such manner as may be
  permitted by the By-laws and without the vote of the holders of Series A
  Preferred Stock.  No such action shall impair the right of the holders of
  Series A Preferred Stock to elect and to be represented by two directors as
  provided in this paragraph (3)(c).

   The two directors elected as provided in this paragraph (3)(c) shall serve
  until the next annual meeting of shareholders of the Company and until their
  respective successors shall be elected and qualified or the earlier
  expiration of their terms as provided in this paragraph (3)(c).  No such
  director may be removed without the vote of holders of a majority of shares
  of Series A Preferred Stock (or holders of a majority of shares of Preferred
  Stock


LAW2:7499                                                             -10-
<PAGE>   5
  having the right to vote in the election of such director in case holders of
  shares of other series of Preferred Stock shall also have the right to elect
  such director).  If, prior to the expiration of the term of any such
  director, a vacancy in the office of such director shall occur, such vacancy
  shall, until the expiration of such term, in each case be filled by the
  remaining director elected as provided in this paragraph (3)(c) or, if none
  remains in office, by vote of the holders of record of a majority of the
  outstanding shares of Series A Preferred Stock (or holders of a majority of
  shares of Preferred Stock who are then entitled to participate in the
  election of such directors in case holders of shares of other series of
  Preferred Stock shall also have the right to elect such director).

   (d)  Except as otherwise required by the Articles of Incorporation or
  By-laws or set forth in this paragraph 3 or in paragraph 13 or as otherwise
  provided by law, holders of Series A Preferred Stock shall have no other
  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 the taking of any corporate action.

   4.  CERTAIN RESTRICTIONS.
   (a)  Whenever Preferential Dividends or Dividends are in arrears or the
Company shall be in default of payment thereof, thereafter and until all accrued
and unpaid Preferential Dividends and Dividends, whether or not declared, on
shares of Series A Preferred Stock outstanding shall have been paid or set
irrevocably aside for payment in full, and in addition to any and all other
rights which any holder of shares of Series A Preferred Stock may have in such
circumstances, the Company shall not:

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

   (ii)  declare or pay dividends on or make any other distributions on any
  shares of stock ranking on a parity as to dividends with the Series A
  Preferred Stock, unless dividends are 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 if the full dividends accrued thereon were to be paid;

   (iii)  except as permitted by subparagraph (iv) of this paragraph 4(a),
  redeem or purchase or otherwise acquire for consideration shares of any stock
  ranking on a parity (either as to dividends or upon liquidation, dissolution
  or winding up) with the Series A Preferred Stock, provided that the Company
  may at any time redeem, purchase or otherwise acquire shares of any such
  parity stock in exchange for shares of any stock of the Company ranking junior
  (both as


LAW2:7499                                                             -11-
<PAGE>   6
  to dividends and upon liquidation, dissolution or winding up) to the Series A
  Preferred Stock; or

   (iv)  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 (either as to dividends or upon liquidation, dissolution or
  winding up), except as permitted by subparagraph (iii) of this paragraph 4(a)
  or in accordance with a purchase offer made 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 Company shall not permit any Subsidiary (as hereinafter defined) of
the Company to purchase or otherwise acquire for consideration any shares of
stock of the Company unless the Company could, under subparagraph (a) of this
paragraph 4, purchase or otherwise acquire such shares at such time and in such
manner.  A "Subsidiary" of the Company shall mean any corporation or other
entity of which securities or other ownership interests entitled to cast at
least a majority of the votes that would be entitled to be cast in an election
of the board of directors of such corporation or other entity or other persons
performing similar functions are beneficially owned, directly or indirectly, by
the Company or by any corporation or other entity that is otherwise controlled
by the Company.

   (c)  The Company shall not issue any shares of Series A Preferred Stock
except upon exercise of Rights issued pursuant to the Rights Agreement, a copy
of which is on file with the Secretary of the Company at its principal executive
office and shall be made available to shareholders of record without charge upon
written request therefor addressed to said Secretary.  Notwithstanding the
foregoing sentence, nothing contained in the provisions of this Article FIFTH
(E) shall prohibit or restrict the Company from issuing for any purpose any
series of Preferred Stock with rights and privileges similar to, different from,
or greater than, those of the Series A Preferred Stock or, subject to the
limitations set forth in paragraph 13, from creating other securities senior to,
junior to or on a parity with the Series A Preferred Stock.

   5.  REACQUIRED SHARES.  Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Company in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof.  All such shares upon their
retirement and cancellation shall become authorized but unissued shares of
Preferred Stock, without designation as to series, and such shares may be
redesignated and reissued as part of any series of the Preferred Stock.


LAW2:7499                                                             -12-
<PAGE>   7
   6.  LIQUIDATION, DISSOLUTION OR WINDING UP; FAIR VALUE FOR PURPOSES OF
PENNSYLVANIA ANTI-TAKEOVER STATUTE.
   (a)  Upon any voluntary or involuntary liquidation, dissolution or winding up
of the Company, no distribution shall be made (i) 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 the holders of shares of
Series A Preferred Stock outstanding shall have received out of the assets of
the Company available for distribution to its shareholders after payment or
provision for payment of any securities ranking senior to the Series A Preferred
Stock, for each share of Series A Preferred Stock, subject to adjustment as
hereinafter provided, (A) $100.00 plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment or, (B) if greater than the amount specified in clause (i)(A) of
this sentence, an amount equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock, as the same may be adjusted as
hereinafter provided, and (ii) to the holders of stock ranking on a parity upon
liquidation, dissolution or winding up with the Series A Preferred Stock, unless
simultaneously therewith distributions are made ratably on the Series A
Preferred Stock and all other shares of such parity stock in proportion to the
total amounts to which the holders of shares of Series A Preferred Stock are
entitled under clause (i)(A) of this sentence and to which the holders of such
parity shares are entitled, in each case upon such liquidation, dissolution or
winding up.  The amount to which holders of Series A Preferred Stock may be
entitled upon liquidation, dissolution or winding up of the Company pursuant to
clause (i)(B) of the foregoing sentence is hereinafter referred to as the
"Participating Liquidation Amount" and the multiple of the amount to be
distributed to holders of shares of Common Stock upon the liquidation,
dissolution or winding up of the Company applicable pursuant to said clause to
the determination of the Participating Liquidation Amount, as said multiple may
be adjusted from time to time as hereinafter provided, is hereinafter referred
to as the "Liquidation Multiple." In the event the Company shall at any time
after January 9, 1996 declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or split or a combination,
consolidation or reverse split of the outstanding shares of Common Stock into a
greater or lesser number of shares of Common Stock, then, in each such case, the
Liquidation Multiple thereafter applicable to the determination of the
Participating Liquidation Amount to which holders of Series A Preferred Stock
shall be entitled after such event shall be the Liquidation Multiple applicable
immediately prior to such event multiplied 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.  Except as provided in this
paragraph 6(a), holders of


LAW2:7499                                                             -13-
<PAGE>   8
Series A Preferred Stock shall not be entitled to any distribution in the event
of liquidation, dissolution or winding up of the Company.

   (b) For the purposes of this paragraph 6, none of the following shall be
deemed to be a voluntary or involuntary liquidation, dissolution or winding up
of the Company:

   (i)  the voluntary sale, conveyance, lease, exchange or transfer (for cash,
  shares of stock, securities or other consideration) of all or substantially
  all of the property or assets of the Company;

   (ii)  the consolidation or merger of the Company with or into one or more
  other corporations or other associations;

   (iii)  the consolidation or merger of one or more corporations or other
  associations with or into the Company;

   (iv)  the participation by the Company in a share exchange;

   (v)  the division of the Company pursuant to sections 1951 through 1957 of
  the Pennsylvania BCL;

   (vi)  the conversion of the Company pursuant to sections 1961 through 1966 of
  the Pennsylvania BCL;

   (c)  Notwithstanding anything to the contrary in this Article FIFTH (E), in
case any Controlling Person or Group (as defined from time to time in Section
2543 of the Pennsylvania BCL) shall be required to purchase any shares of Series
A Preferred Stock pursuant to Sections 2541 through 2548 of the Pennsylvania
BCL, as in effect from time to time, the amount that is determined to represent
the "fair value" (as that term is used in such Section 2542 of the Pennsylvania
BCL) of such shares shall be an amount per share equal to the Liquidation
Multiple then in effect times the aggregate amount per share that such
Controlling Person or Group is required to pay to purchase any share of Common
Stock pursuant to such Sections 2541 through 2548 of the Pennsylvania BCL.

   7.  CERTAIN RECLASSIFICATIONS AND OTHER EVENTS.
   (a)  In the event that holders of shares of Common Stock of the Company
receive after January 9, 1996 in respect of their shares of Common Stock any
share of capital stock of the Company (other than any share of Common Stock of
the Company), whether by way of reclassification, recapitalization,
reorganization, dividend or other distribution or otherwise (a "Transaction"),
then, and in each such event, the dividend rights, voting rights and rights upon
the liquidation, dissolution or winding up of the Company of the shares of
Series A Preferred Stock shall be adjusted so that after such event the holders
of Series A Preferred Stock shall be entitled, in respect of each share of
Series A Preferred Stock held, in addition to such rights in respect thereof to
which such holder was entitled immediately prior to such adjustment, to (i) such
additional dividends as equal the Dividend Multiple in effect immediately prior
to such Transaction multiplied by the additional dividends which the holder of a
share of Common Stock shall be entitled to receive by virtue of the receipt in
the Transaction of such capital stock,


LAW2:7499                                                             -14-
<PAGE>   9
(ii) such additional voting rights as equal the Vote Multiple in effect
immediately prior to such Transaction multiplied by the additional voting
rights to which the holder of a share of Common Stock shall be entitled by
virtue of the receipt in the Transaction of such capital stock and (iii) such
additional distributions upon liquidation, dissolution or winding up of the
Company as equal the Liquidation Multiple in effect immediately prior to such
Transaction multiplied by the additional amount which the holder of a share of
Common Stock shall be entitled to receive upon liquidation, dissolution or
winding up of the Company by virtue of the receipt in the Transaction of such
capital stock, as the case may be, all as provided by the terms of such capital
stock.

   (b)  In the event that holders of shares of Common Stock of the Company
receive after January 9, 1996 in respect of their shares of Common Stock any
right or warrant to purchase Common Stock (including as such a right, for all
purposes of this paragraph 7(b), any security convertible into or exchangeable
for Common Stock) at a purchase price per share less than the Fair Market Value
of a share of Common Stock on the date of issuance of such right or warrant,
then and in each such event the dividend rights, voting rights and rights upon
the liquidation, dissolution or winding up of the Company of the shares of
Series A Preferred Stock shall each be adjusted so that after such event the
Dividend Multiple, the Vote Multiple and the Liquidation Multiple shall each be
the product of the Dividend Multiple, the Vote Multiple and the Liquidation
Multiple, as the case may be, in effect immediately prior to such event
multiplied by a fraction the numerator of which shall be the number of shares of
Common Stock outstanding immediately before such issuance of rights or warrants
plus the maximum number of shares of Common Stock which could be acquired upon
exercise in full of all such rights or warrants and the denominator of which
shall be the number of shares of Common Stock outstanding immediately before
such issuance of rights or warrants plus the number of shares of Common Stock
which could be purchased, at the Fair Market Value of the Common Stock at the
time of such issuance, by the maximum aggregate consideration payable upon
exercise in full of all such rights or warrants.

   (c)  In the event that holders of shares of Common Stock of the Company
receive after January 9, 1996 in respect of their shares of Common Stock any
right or warrant to purchase capital stock of the Company (other than shares of
Common Stock), including as such a right, for all purposes of this paragraph
7(c), any security convertible into or exchangeable for capital stock of the
Company (other than Common Stock), at a purchase price per share less than the
Fair Market Value of a share of such capital stock on the date of issuance of
such right or warrant, then and in each such event the dividend rights, voting
rights and rights upon liquidation, dissolution or winding up of the Company of
the shares of Series A Preferred Stock shall each be adjusted so that after such
event each holder of a share of


LAW2:7499                                                             -15-
<PAGE>   10
Series A Preferred Stock shall be entitled, in respect of each share of Series
A Preferred Stock held, in addition to such rights in respect thereof to which
such holder was entitled immediately prior to such event, to receive (i) such
additional dividends as equal the Dividend Multiple in effect immediately prior
to such event multiplied, first, by the additional dividends to which the
holder of a share of Common Stock shall be entitled upon exercise of such right
or warrant by virtue of the capital stock which could be acquired upon such
exercise, and multiplied again by the Discount Fraction (as hereinafter
defined), (ii) such additional voting rights as equal the Vote Multiple in
effect immediately prior to such event multiplied, first, by the additional
voting rights to which the holder of a share of Common Stock shall be entitled
upon exercise of such right or warrant by virtue of the capital stock which
could be acquired upon such exercise, and multiplied again by the Discount
Fraction and (iii) such additional distributions upon liquidation, dissolution
or winding up of the Company as equal the Liquidation Multiple in effect
immediately prior to such event multiplied, first, by the additional amount
which the holder of a share of Common Stock shall be entitled to receive upon
liquidation, dissolution or winding up of the Company upon exercise of such
right or warrant by virtue of the capital stock which could be acquired upon
such exercise, and multiplied again by the Discount Fraction.  For purposes of
this paragraph, the "Discount Fraction" shall be a fraction the numerator of
which shall be the difference between the Fair Market Value of a share of the
capital stock subject to a right or warrant distributed to holders of shares of
Common Stock of the Company as contemplated by this paragraph 7(c) immediately
after the distribution thereof and the purchase price per share for such share
of capital stock pursuant to such right or warrant and the denominator of which
shall be the Fair Market Value of a share of such capital stock immediately
after the distribution of such right or warrant.

   (d)  For purposes of this Article FIFTH (E), the "Fair Market Value" of a
share of capital stock of the Company  (including a share of Common Stock) on
any date shall be deemed to be the average of the daily closing price per share
thereof over the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date;  provided, however, that in the event
that such Fair Market Value of any such share of capital stock is determined
during a period which includes any date that is within 30 Trading Days after (i)
the ex-dividend date for a dividend or distribution on stock payable in shares
of such stock or securities convertible into shares of such stock, or (ii) the
effective date of any subdivision, split, combination, consolidation, reverse
stock split or reclassification of such stock or division of the Company
pursuant to Sections 1951 through 1957 of the Pennsylvania BCL, then, and in
each such case, the Fair Market Value shall be appropriately adjusted by the
Board of Directors of the Company


LAW2:7499                                                             -16-
<PAGE>   11
to take into account ex-dividend or post-effective date trading.  The closing
price for any day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way (in either case, as reported in the applicable transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange), or, if the shares are not listed or admitted to
trading on the New York Stock Exchange, as reported in the applicable
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the shares are listed or admitted to
trading or, if the shares are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported
by The Nasdaq Stock Market or such other system then in use, or if on any such
date the shares are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the shares selected by the Board of Directors of the Company.  The
term "Trading Day" shall mean a day on which the principal national securities
exchange on which the shares are listed or admitted to trading is open for the
transaction of business or, if the shares are not listed or admitted to trading
on any national securities exchange, on which the New York Stock Exchange or
such other national securities exchange as may be selected by the Board of
Directors of the Company is open.  If the shares are not publicly held or not
so listed or traded on any day within the period of 30 Trading Days applicable
to the determination of Fair Market Value thereof as aforesaid, "Fair Market
Value" shall mean the fair market value thereof per share as determined in good
faith by the Board of Directors of the Company.  In either case referred to in
the foregoing sentence, the determination of Fair Market Value shall be
described in a statement filed with the Secretary of the Company.

   8.  CONSOLIDATION, MERGER, ETC.  In case the Company shall enter into any
consolidation, merger, division, share exchange, combination, sale of all or
substantially all of the Company's assets, 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
outstanding share of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and/or other property (payable in like kind), as the case may
be, for which or into which each share of Common Stock is changed or exchanged
multiplied by the highest of the Vote Multiple, the Dividend Multiple or the
Liquidation Multiple in effect immediately prior to such event;  provided,
however, no fractional share or scrip representing fractional shares of any
other stock or securities shall be issued.  Instead of any fractional interest
in a share of such other stock or securities which would otherwise be


LAW2:7499                                                             -17-
<PAGE>   12
deliverable pursuant to this paragraph 8, the Company will pay to the holder
thereof an amount in cash (computed to the nearest cent) equal to the same
fraction of the Fair Market Value of a share of such other stock or security.

   9.  EFFECTIVE TIME OF ADJUSTMENTS.
   (a)  Adjustments to the Series A Preferred Stock required by the provisions
hereof shall be effective as of the time at which the event requiring such
adjustments occurs.

   (b)  The Company shall give prompt written notice to each holder of a share
of outstanding Series A Preferred Stock of the effect of any adjustment to the
voting rights, dividend rights or rights upon liquidation, dissolution or
winding up of the Company of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the Company to give such
notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment.

   10.  NO REDEMPTION.  The shares of Series A Preferred Stock shall not be
redeemable at the option of the Company or any holder thereof. Notwithstanding
the foregoing sentence of this paragraph, the Company may acquire shares of
Series A Preferred Stock in any other manner permitted by law, the provisions
hereof and the Restated Articles of Incorporation.

   11.  RANKING.  The Series A Preferred Stock shall rank senior to the Common
Stock and, unless otherwise provided in a Statement with Respect to Shares or an
amendment to the Restated Articles of Incorporation relating to the
determination of a subsequent series of preferred stock of the Company, the
Series A Preferred Stock shall rank junior to all other series of the Company's
preferred stock, including the Series C Conversion Preferred Stock, as to the
payment of dividends and the distribution of assets on liquidation, dissolution
or winding up.

   12.  LIMITATIONS.  Except as may otherwise be required by law, the shares of
Series A Preferred Stock shall not have any powers, preferences or relative,
participating, optional or other special rights other than those specifically
set forth in this Article FIFTH (E) (as such may be amended from time to time)
or otherwise in the Restated Articles of Incorporation.

   13.  AMENDMENT.  So long as any shares of the Series A Preferred Stock are
outstanding, the Company shall not amend this Article FIFTH (E) or the Restated
Articles of Incorporation in any manner which would alter or change the rights,
preferences or limitations of the Series A Preferred Stock so as to affect such
rights, preferences or limitations in any material respect prejudicial to the
holders of the Series A Preferred Stock without, in addition to any other vote
of shareholders required by law, the affirmative vote of the holders of
two-thirds or more of the outstanding shares of Series A Preferred Stock, voting
together as a single class; provided, however, that the creation of another
series of the Preferred Stock ranking senior to or on a parity with the Series A
Preferred Stock as to the payment of dividends or the distribution of assets or
liquidation, dissolution or winding up shall not be deemed to be prejudicial
to the holders of the Series A Preferred Stock for the purposes of this
paragraph 13.


LAW2:7499                                                             -18-