<PAGE>   1
                                                                Exhibit 3(a)

                               RESTATED ARTICLES
                                       OF
                       WESTINGHOUSE ELECTRIC CORPORATION

                        (As amended to January 8, 1996)

  FIRST:  The name of the corporation (hereinafter called the "Company") is
WESTINGHOUSE ELECTRIC CORPORATION.

  SECOND: The location and post office address of the current registered office
of the Company in the Commonwealth of Pennsylvania is Westinghouse Building,
Gateway Center, Pittsburgh, Allegheny County, Pennsylvania 15222.

  THIRD:  The Company is subject to the Act of the General Assembly of the
Commonwealth of Pennsylvania, known as the "Business Corporation Law," approved
May 5, 1933, and any act amendatory thereof, supplementary thereto or
substituted therefor, and the purposes for which the Company is organized are:

   (1)  To develop, build, manufacture, process and otherwise produce, to
  purchase, lease, exchange and otherwise acquire, and to hold, own, use,
  operate, repair, sell, lease, assign, distribute and otherwise deal in and
  dispose of structures, machinery, equipment, apparatus, appliances, devices,
  products, materials, articles, processes and systems for any application or
  purpose, whether for use for industrial, utility, transportation,
  broadcasting, communication, home, defense, consumer or other purposes or
  applications, or combinations thereof, whatsoever, including but not limited
  to the following: for the generation, conversion, transmission, utilization,
  storage and control of any form of energy whatsoever (including but not
  limited to electrical, mechanical, chemical, atomic, nuclear, steam, thermal,
  mineral, gas, water and solar); for the handling, conditioning, heating,
  cooling, treatment, application or use of air and other gases, liquids and
  solids; for aerial, nautical, terrestrial, spatial or celestial operations,
  applications or navigation; for radio, television and all other forms of
  transmission, reception or communication; and for incorporation into or use
  in, on or about any establishment, building or structure of any kind or
  nature whatsoever; and any and all related engines, turbines, motors, parts,
  tools, accessories and improvements thereof and supplies or materials
  pertaining or incidental to any of the above structures, machinery,
  equipment, apparatus, appliances, devices, products, materials, articles,
  processes and systems, of any kind or nature whatsoever.


LAW2:7499                                                              -1-
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   (2)  To develop, build, manufacture, process and otherwise produce, to
  purchase, lease, exchange and otherwise acquire, and to hold, own, use,
  operate, repair, sell, lease, assign, distribute and otherwise deal in and
  dispose of structures, machinery, equipment, apparatus, appliances, devices,
  products, materials, articles, processes, systems, goods, wares and
  merchandise of every kind, nature and description, and to engage in any
  industrial, manufacturing, mining, mercantile, broadcasting, trading or other
  lawful business of any kind or character whatsoever.

   (3)  To conduct and carry on research work in, and to engage in any activity
  pertaining or incidental to, any scientific, technical or other field or
  fields, and to render services of a scientific, technical or other nature to
  any person, association, firm, corporation, country, state, municipality or
  other governmental division or subdivision.

   (4)  To purchase, lease, exchange and otherwise acquire all, or any part of,
  or any interest in, the properties, assets, business and goodwill of any one
  or more persons, associations, firms or corporations; to pay for the same in
  cash, property or its own or other securities; to hold, own, use, operate,
  reorganize and otherwise manage such properties, assets, business and
  goodwill; to sell, lease, assign, distribute, liquidate and otherwise deal in
  and dispose of the whole or any part thereof; and in connection therewith, to
  assume or guarantee performance of any liabilities, obligations or contracts
  of such persons, associations, firms or corporations.

   (5)  To develop, apply for, register, take licenses in respect of, purchase,
  lease, exchange and otherwise acquire, and to hold, own, use, operate, sell,
  lease, assign, grant licenses in respect of, manufacture under, exercise and
  otherwise deal in and dispose of any and all inventions, devices, formulae,
  technical or business information, including trade secrets, know-how,
  processes, improvements and modifications thereof, letters patent and all
  rights connected therewith or appertaining thereto, copyrights, trademarks,
  trade names, trade symbols and other indications of origin and ownership,
  franchises, licenses, concessions or other rights granted by or recognized
  under the laws of any country, state, municipality or other governmental
  division or subdivision.

   (6)  To purchase, exchange and otherwise acquire, and to hold, own, sell,
  assign, transfer, reissue, cancel and otherwise deal in and dispose of its
  own shares and securities, to such extent and in such manner and upon such
  terms as it may determine; provided that the Company shall not use its funds
  or property for the purchase of its own shares when such purchase shall be
  prohibited by law; and


LAW2:7499                                                              -2-
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  provided that shares of its capital stock which belong to the Company shall
  not be voted directly or indirectly.

   (7)  To enter into, make, perform and carry out contracts and agreements of
  every kind and description which may be necessary, appropriate, convenient or
  advisable in carrying out the purposes of the Company, with any person,
  association, firm, corporation, country, state, municipality or other
  governmental division or subdivision.

   (8)  To carry out any of or all the foregoing purposes as principal or agent
  and alone or with associates; and to execute from time to time such general
  or special powers of attorney to such person or persons as it may determine,
  granting to such person or persons such powers as it may deem proper, and to
  revoke such powers of attorney as and when it may desire; and to conduct its
  business in any and all of its branches at one or more offices in the
  Commonwealth of Pennsylvania and elsewhere.

   (9)  To do everything necessary, suitable, convenient or proper for, or in
  connection with, or incident to, the accomplishment of any of the purposes
  herein enumerated, or which shall at any time appear conducive to or
  expedient for the accomplishment of any of such purposes, not inconsistent
  with the laws of the Commonwealth of Pennsylvania.

   Except as otherwise expressly provided in this Article THIRD, none of the
purposes set forth above in this Article THIRD shall be in any way limited or
restricted by reference to, or inference from, any other of the purposes
therein set forth, and each of said purposes shall be regarded as a separate
and independent purpose.

   The purposes set forth above shall be construed as powers as well as
purposes; but the enumeration herein of certain powers is not intended to be
exclusive of, or a waiver of, but shall be in addition to, the powers, rights
or privileges granted or conferred by said "Business Corporation Law" and any
other laws of the Commonwealth of Pennsylvania applicable to the Company that
may now or hereafter be in force.  Without limiting the generality of the
foregoing, the Company shall have and may exercise the general powers which are
now or may hereafter be enumerated in Section 302 of said "Business Corporation
Law," or any act amendatory thereof, supplemental thereto or substituted
therefor, to the same extent as if such powers were set forth in full herein.

   Except as otherwise provided by law or these Restated Articles of
Incorporation or the By-laws, the powers of the Company shall be exercised by
its Board of Directors.

   Nothing herein contained shall authorize or be construed as intended to
authorize the Company to carry on any business or exercise any powers in any
commonwealth, state, territory, or country which a business corporation
organized under the laws of such commonwealth, state, territory or country
could not carry on or exercise, except to the extent permitted or authorized by
the laws of such commonwealth, state, territory or


LAW2:7499                                                              -3-
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country; and notwithstanding any provision herein, the Company shall not be
deemed to have the power to carry on or exercise within the Commonwealth of
Pennsylvania any business whatsoever the carrying on or exercising of which
would prevent the Company from being classified as a business corporation under
said "Business Corporation Law," or any act amendatory thereof, supplemental
thereto or substituted therefor.

  FOURTH: The term of existence of Company shall be perpetual.

  FIFTH:  A.  The total number of shares of all classes of stock which the
Company shall have authority to issue is 655 million consisting of (1) 25
million shares of Preferred Stock, par value $1.00 per share ("Preferred
Stock"), and (2) 630 million shares of Common Stock, par value $1.00 per share
("Common Stock").

   B.  The Board of Directors is hereby expressly authorized to provide, out of
the unissued shares of Preferred Stock, for series of Preferred Stock.  Before
any share of any such series is issued, the Board shall fix, and hereby is
expressly empowered to fix, the following provisions of the shares thereof:

   (1)  the terms of such series, the number of shares to constitute such
  series and the stated value thereof if different from the par value thereof;

   (2)  whether the shares of such series shall have voting rights in addition
  to any voting rights provided by law and, if so, the terms of such voting
  rights, which may be general or limited;

   (3)  the dividends, if any, payable on such series, whether any such
  dividends shall be cumulative and, if so, from what dates, the conditions and
  dates upon which such dividends shall be payable, the preference or relation
  which such dividends shall bear to the dividends payable on any shares of
  stock of any other class or any other series of Preferred Stock;

   (4)  whether the shares of such series shall be subject to redemption at the
  election of the Company or the holders of such series and, if so, the times,
  prices and other conditions of such redemption;

   (5)  the amount or amounts payable upon shares of such series upon, and the
  rights of the holders of such series in the event of, voluntary or
  involuntary liquidation, dissolution or winding up, or upon any distribution
  of the assets of the Company;

   (6)  whether the shares of such series shall be subject to the operation of
  a retirement or sinking fund and, if so, the extent to and manner in which
  any such retirement or sinking fund shall be applied to the purchase or
  redemption of the shares of such series for retirement or other


LAW2:7499                                                              -4-
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  corporate purposes and the terms and provisions relative to the operation
  thereof;

   (7)  whether the shares of such series shall be convertible into, or
  exchangeable for, shares of stock of any other class or any other series of
  Preferred Stock or any other securities and, if so, the price or prices or
  the rate or rates of conversion or exchange and the method, if any, of
  adjusting the same, and any other terms and conditions of conversion or
  exchange;

   (8)  the limitations and restrictions, if any, to be effective while any
  shares of such series are outstanding upon the payment of dividends or the
  making of other distributions on, or upon the purchase, redemption or other
  acquisition by the Company of, the Common Stock or shares of stock of any
  other class or any other series of Preferred Stock;

   (9)  the conditions or restrictions, if any, upon the creation of
  indebtedness of the Company or upon the issue of any additional stock,
  including additional shares of any other series of Preferred Stock or of any
  other class of stock; and

   (10)  any other powers, preferences and relative, participating, optional
  and other special rights, and any qualifications, limitations and
  restrictions thereof.

   C.  The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series of Preferred Stock at any time outstanding.  All shares of any
one series of Preferred Stock shall be identical in all respects with all other
shares of such series, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon shall be
cumulative.

   D.  Subject to the provisions of this Article FIFTH and actions taken by the
Board of Directors pursuant to this Article FIFTH: 

   (1)  such dividends (whether in cash, stock or otherwise) as may be
  determined by the Board of Directors may be declared and paid on the Common
  Stock from time to time in accordance with the laws of the Commonwealth of
  Pennsylvania; and the holders of the Preferred Stock shall not be entitled to
  participate in any such dividends whether payable in cash, stock or otherwise;

   (2)  voting power shall be exclusively vested in the Common Stock;

   (3)  dividends upon shares of any class of the Company shall be payable only
  out of assets legally available for the payment of such dividends, and the
  rights of the holders of the Preferred Stock of all series and of the holders
  of the Common Stock in respect of dividends shall at all times


LAW2:7499                                                              -5-
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  be subject to the power of the Board of Directors, which is hereby expressly
  vested in said Board, from time to time to set aside such reserves and to
  make such other provisions, if any, as said Board shall deem to be necessary
  or advisable for working capital, for additions, improvements and betterments
  to plant and equipment, for expansion of the Company's business (including
  the acquisition of real and personal property for that purpose), for plans
  for maintaining employment at the plants of the Company and also for other
  plans for the benefit of employees generally, and for any other purposes of
  the Company whether or not similar to those herein mentioned;

   (4)  holders of Preferred Stock and holders of Common Stock shall not have
  any preemptive, preferential or other right to subscribe for or purchase or
  acquire any shares of any class or any other securities of the Company,
  whether now or hereafter authorized, and whether or not convertible into, or
  evidencing or carrying the right to purchase, shares of any class or any
  other securities now or hereafter authorized, and whether the same shall be
  issued for cash, services or property, or by way of dividend or otherwise,
  other than such right, if any, as the Board of Directors in its discretion
  from time to time may determine.  If the Board of Directors shall offer to
  the holders of the Preferred Stock or the holders of the Common Stock, or any
  of them, any such shares or other securities of the Company, such offer shall
  not in any way constitute a waiver or release of the right of the Board of
  Directors subsequently to dispose of other portions of said shares or
  securities without so offering the same to said holders.

   (5)  the shares of Preferred Stock and the shares of Common Stock may be
  issued for such consideration and for such corporate purposes as the Board of
  Directors may from time to time determine;

   (6)  subject to the provisions of the By-laws of the Company as from time to
  time amended, with respect to the closing of the transfer books or the fixing
  of a record date for the determination of shareholders entitled to vote, each
  holder of record of shares of any class of the Company shall be entitled to
  one vote, on each matter submitted to a vote at a meeting of shareholders and
  in respect of which shares of such class shall be entitled to be voted, for
  every share of such class standing in his name on the books of the Company;

   (7)  in each election of directors no shareholder shall have any right to
  cumulate his votes and cast them for one candidate or distribute them among
  two or more candidates.

   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


LAW2:7499                                                              -6-
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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-
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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-
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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-
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  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>   11
  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>   12
  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>   13
   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>   14
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>   15
(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>   16
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>   17
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>   18
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


LAW2:7499                                                             -18-
<PAGE>   19
to the holders of the Series A Preferred Stock for the purposes of this
paragraph 13.

   F.  1.  DESIGNATION AND AMOUNT.  The shares of this series shall be
designated as "Series C Conversion Preferred Stock" (the "Series C Preferred
Stock") consisting of 3,795,000 shares.

   2.  RANK.  The Series C Preferred Stock shall, with respect to dividend
rights and rights upon liquidation, dissolution and winding up, rank prior to
the Common Stock, par value $1.00 per share (the "Common Stock"), and the Series
A Participating Preferred Stock, par value $1.00 per share (the "Series A
Preferred Stock"), of the Company.  All equity securities of the Company to
which the Series C Preferred Stock ranks prior, whether with respect to
dividends or upon liquidation, dissolution, winding up or otherwise, including
the Common Stock and the Series A Preferred Stock, are collectively referred to
herein as the "Junior Securities;" all equity securities of the Company with
which the Series C Preferred Stock ranks on a parity are collectively referred
to herein as the "Parity Securities;" and all equity securities of the Company
(other than convertible debt securities) to which the Series C Preferred Stock
ranks junior are collectively referred to herein as the "Senior Securities." The
Series C Preferred Stock shall be subject to the creation of Junior Securities,
Parity Securities and Senior Securities, subject to the limitations thereon
provided for in paragraphs (6)(c) and (6)(d).

   3.  DIVIDENDS.
   (a)  The holders of outstanding shares of the Series C Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors, out
of funds legally available for the payment of dividends, cumulative preferential
cash dividends accruing at the per share rate of $3.25 per quarter and no more,
payable in arrears on the first day of each March, June, September and December,
respectively (each such date being hereinafter referred to as a "Dividend
Payment Date"), commencing on June 1, 1994.  If any Dividend Payment Date is not
a business day (as defined in paragraph (4)(h)(i)), then the Dividend Payment
Date shall be on the next succeeding day that is a business day.  Each such
dividend will be payable to holders of record as they appear on the stock books
of the Company on such record dates, not less than 10 nor more than 90 days
preceding the payment dates thereof, as shall be fixed by the Board of
Directors, except that no such record date shall be declared for the final
dividend payable on June 1, 1997 and holders of shares of Series C Preferred
Stock will receive such final dividend only upon surrender of their share
certificates.  Dividends on a share of Series C Preferred Stock shall accrue
(whether or not the Company has earnings, whether or not there are funds legally
available for the payment of such dividends and whether or not such dividends
are declared) on a daily basis from the previous Dividend Payment Date, except
that the first dividend shall


LAW2:7499                                                             -19-
<PAGE>   20
accrue from the date of issuance of such share of Series C Preferred Stock.
Accrued and unpaid dividends shall not bear interest.  Dividends will cease to
accrue in respect of the Series C Preferred Stock on the Mandatory Conversion
Date (as defined in paragraph (4)(a)) or on the Settlement Date (as defined in
paragraph (4)(h)(v)), in the event of their earlier conversion pursuant  to
paragraph (4)(n), upon the effective date of such conversion, and will cease to
accrue on the date of their earlier redemption pursuant to paragraph (4)(c)
unless the Company shall default in delivering the shares of Common Stock and
cash, if any, payable by the Company upon such redemption.  Dividends (or cash
amounts equal to accrued and unpaid dividends) payable on the Series C
Preferred Stock for any period shorter than a quarterly dividend period shall
be computed on the basis of a 360-day year of twelve 30-day months and, for
purposes of calculating the accrual of dividends, dividends will accrue to, but
not including, the date fixed for payment.

   (b)  Unless full cumulative dividends, if any, accrued on the Series C
Preferred Stock have been or contemporaneously are declared and paid or declared
and a sum set apart sufficient for such payment through the most recent Dividend
Payment Date (or the obligations of the Company with respect to the payment of
such dividends are satisfied as contemplated by paragraphs (4)(a), (b) or (c)),
then, whether or not the Mandatory Conversion Date has occurred, (i) no full
cash dividend shall be declared by the Board of Directors or paid or set apart
for payment by the Company or other distribution declared or made on any Parity
Securities, (ii) no dividend shall be declared or paid or set aside for payment
or other distribution declared or made upon the Common Stock, the Series A
Preferred Stock or upon any other Junior Securities (other than a dividend or
distribution paid in shares of, or warrants, rights or options exercisable for
or convertible into, Common Stock, the Series A Preferred Stock or any other
Junior Securities) and (iii) no Common Stock, Series A Preferred Stock or any
other Junior Securities shall be redeemed, purchased or otherwise acquired for
any consideration, nor shall any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such series or class by the
Company, except by conversion into or in exchange for Junior Securities.  If any
dividends are not paid or set apart in full, as aforesaid, with respect to the
Series C Preferred Stock and any Parity Securities, all dividends declared with
respect to the Series C Preferred Stock and any Parity Securities shall be
declared pro rata so that the amount of dividends declared per share on the
Series C Preferred Stock and such Parity Securities shall in all cases bear to
each other the same ratio that accrued dividends per share on the Series C
Preferred Stock and such Parity Securities bear to each other.  Holders of the
shares of the Series C Preferred Stock shall not be entitled to any dividends,
whether payable in cash, property or stock, in excess of full cumulative
dividends as provided in paragraph (3)(a).


LAW2:7499                                                             -20-
<PAGE>   21
   (c)  Subject to the foregoing provisions of this paragraph (3) and paragraph
(4)(d), the Board of Directors may declare and the Company may pay or set apart
for payment dividends and other distributions on any of the Junior Securities or
Parity Securities, and may redeem, purchase or otherwise retire any Junior
Securities or Parity Securities, and the holders of the shares of the Series C
Preferred Stock shall not be entitled to share therein.

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

   (e)  All dividends paid with respect to shares of the Series C Preferred
Stock pursuant to this paragraph (3) shall be paid pro rata to the holders
entitled thereto.

   (f)  Holders of shares of the Series C Preferred Stock shall be entitled to
receive the dividends provided for in this paragraph (3) in preference to and in
priority over any dividends upon any of the Junior Securities.

   4.  REDEMPTIONS OR CONVERSIONS.
   (a)  AUTOMATIC CONVERSION ON MANDATORY CONVERSION DATE.  Unless earlier
called for redemption by the Company or converted in accordance with the
provisions hereof, on June 1, 1997 (the "Mandatory Conversion Date"), each
outstanding share of the Series C Preferred Stock shall automatically convert
into:

   (i)  shares of Common Stock at the Common Equivalent Rate (determined as
  provided in paragraph (4)(d)) in effect on the Mandatory Conversion Date; and

   (ii)  the right to receive an amount in cash equal to all accrued and unpaid
  dividends on such share of Series C Preferred Stock to the Mandatory
  Conversion Date, whether or not declared, out of funds legally available for
  the payment of dividends (and dividends shall cease to accrue on such share as
  of the Mandatory Conversion Date).

   The Company shall at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued Common
Stock and/or its Common Stock held in its treasury for the purpose of effecting
any conversion of the Series C Preferred Stock, either pursuant to this
paragraph (4)(a) ("Mandatory Conversion") or pursuant to paragraphs (4)(b), (c)
or (n) the full number of shares of Common Stock then deliverable upon any
conversion of all outstanding shares of Series C Preferred Stock.

   The right to receive an amount in cash equal to all accrued and unpaid
dividends on such shares of Series C Preferred Stock (the "Accrued Dividend
Amount") will occur upon Mandatory Conversion whether or not the Company has
earnings and whether or not such dividends are declared;  provided, however,
that to the extent that funds are not legally available for the payment of the
Accrued Dividend Amount upon Mandatory Conversion, the holders of Series C
Preferred Stock shall be entitled to receive, and the Company shall distribute
to such holders, on the fifth


LAW2:7499                                                             -21-
<PAGE>   22
business day next succeeding the Mandatory Conversion Date, in lieu of payment
in cash of the Accrued Dividend Amount, a number of shares of Common Stock
equal to 110% of the Accrued Dividend Amount divided by the Current Market
Price (as defined in paragraph (4)(d)(vii)) of the Common Stock determined as
of the second Trading Date (as defined in paragraph (4)(h)(vi)) prior to the
Mandatory Conversion Date, except that (i) no such distribution shall be made
by the Company if, prior to the date on which the Company is required to make
such distribution, the Company shall have made payment in full of the Accrued
Dividend Amount in cash and (ii) if the Company does not have a sufficient
number of authorized but unissued shares of Common Stock and shares of Common
Stock held in its treasury not reserved for other corporate purposes to make
such distribution in full, the Company shall make such distribution to the
fullest extent possible, pro rata to the holders of Series C Preferred Stock
entitled thereto (as nearly as may be practicable without creating fractional
shares), and the holders of Series C Preferred Stock shall thereafter have the
right to receive, and the Company shall pay to such holders as promptly as
possible, the remainder in cash or shares of Common Stock or a combination
thereof, on the same terms set forth in this paragraph (4)(a) for the payment
in cash of amounts equal to accrued and unpaid dividends and for the
distribution of shares of Common Stock in lieu of payment of such amounts in
cash.

   (b)  AUTOMATIC CONVERSION UPON THE OCCURRENCE OF CERTAIN EVENTS. Immediately
prior to the effectiveness of an amendment of the articles, merger,
consolidation, share exchange, division or conversion of the Company or similar
extraordinary transaction that results in the conversion or exchange of Common
Stock into, or the right of the holders thereof to receive, in lieu of or in
addition to their shares of Common Stock, other securities or other property
(whether of the Company or any other entity) (any such amendment, merger,
consolidation, share exchange, division or conversion or similar extraordinary
transaction being referred to herein as a "Fundamental Transaction") each
outstanding share of the Series C Preferred Stock shall automatically convert,
on the Settlement Date, as defined in paragraph (4)(h)(v) into:

   (A)  shares of Common Stock at the same rate as would have been the case if
  the Series C Preferred Stock had been called for redemption on the business
  day immediately preceding the Mandatory Conversion Date (with a Current Market
  Price determined as of the second Trading Date prior to the Settlement Date)
  but in no case greater than the Common Equivalent Rate; plus

   (B)  the right to receive an amount in cash equal to all accrued and unpaid
  dividends on such share of the Series C Preferred Stock to and including the
  Settlement Date, whether or not declared, out of funds legally available for
  the payment of dividends (and dividends shall cease to accrue on such share
  after the Settlement Date); plus


LAW2:7499                                                             -22-
<PAGE>   23
   (C)  the right to receive an amount of cash initially equal to $34.90,
  declining by $0.03056 on each day following the date of issuance of the Series
  C Preferred Stock (computed on the basis of a 360-day year of twelve 30-day
  months) to $0.00 on June 1, 1997, in each case determined with reference to
  the Settlement Date, out of funds legally available therefor.

   At the option of the Company, it may deliver on the Settlement Date in lieu
of some or all of the cash consideration described in clauses (B) and (C) above,
pro rata to the holders of Series C Preferred Stock entitled thereto, a number
of shares of Common Stock to be determined by dividing the amount of cash
consideration that the Company has elected to pay in Common Stock by the Current
Market Price (as defined in paragraph (4)(d)(vii)) of the Common Stock
determined, in the case of a Fundamental Transaction, as of the second Trading
Date prior to the Settlement Date.

   (c)  OPTIONAL REDEMPTION.  The Company shall have the right to call, in whole
or in part, the outstanding shares of the Series C Preferred Stock for
redemption on the business day immediately preceding the Mandatory Conversion
Date.  On the redemption date, the Company shall deliver to the holders thereof
in exchange for each such share called for redemption the greater of (i) a
number of shares of Common Stock equal to the Call Price (as defined in
paragraph (4)(h)(ii)) divided by the Current Market Price of the Common Stock
determined as of the second Trading Date immediately preceding the Notice Date
(as defined in paragraph 4(h)(iv)) and (ii) 8.85 shares of Common Stock (subject
to adjustment in the same manner as the Common Equivalent Rate, as described in
paragraph 4(d)).  Accrued and unpaid dividends on shares of Series C Preferred
Stock so redeemed will be paid in cash on the date fixed for their redemption,
whether or not declared, out of funds legally available for the payment of
dividends (and dividends shall cease to accrue on such share as of such date).
If fewer than all the outstanding shares of Series C Preferred Stock are to be
called for redemption, shares to be redeemed shall be selected by the Company
from outstanding shares of Series C Preferred Stock by lot or pro rata (as
nearly as may be practicable without creating fractional shares) or by any other
method determined by the Board of Directors of the Company in its sole
discretion to be equitable.

   (d)  COMMON EQUIVALENT RATE ADJUSTMENTS.  The Common Equivalent Rate to be
used to determine the number of shares of Common Stock to be delivered on the
conversion of the Series C Preferred Stock into shares of Common Stock pursuant
to paragraphs (4)(a) or (b) shall be initially ten shares of Common Stock for
each share of Series C Preferred Stock;  provided, however, that such Common
Equivalent Rate shall be subject to adjustment from time to time as provided
below in this paragraph (4)(d).  All adjustments to the Common Equivalent Rate
shall be calculated to the nearest 1/100th of a share of Common Stock (or, if
there is not a nearest 1/100th of a share, to the next lower


LAW2:7499                                                             -23-
<PAGE>   24
1/100th of a share).  No adjustment will be required unless such adjustment
would require an increase or decrease of at least one percent therein;
provided, however, that any adjustments which, by reason of the foregoing, are
not required to be made will be carried forward and taken into account in any
subsequent adjustment.  Such rate in effect at any time is herein called the
"Common Equivalent Rate."

   (i)  If the Company shall:

      (A)  pay a dividend or make a distribution with respect to Common Stock in
   shares of Common Stock,

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

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

      (D)  issue by reclassification of its shares of Common Stock any shares of
   Common Stock of the Company other than in a Fundamental Transaction described
   in paragraph (4)(b),

then, in any such event, the Common Equivalent Rate in effect immediately prior
thereto shall be adjusted so that the holder of a share of the Series C
Preferred Stock shall be entitled to receive on the conversion of such share of
the Series C Preferred Stock, the number of shares of Common Stock which such
holder would have owned or been entitled to receive after the happening of any
of the events described above had such share of the Series C Preferred Stock
been converted at the Common Equivalent Rate in effect immediately prior to
such event or any record date with respect thereto.  Such adjustment shall
become effective at the opening of business on the business date next following
the record date for determination of shareholders entitled to receive such
dividend or distribution in the case of a dividend or distribution, and shall
become effective immediately after the effective date in case of a subdivision,
split, combination or reclassification; and any shares of Common Stock issuable
in payment of a dividend shall be deemed to have been issued immediately prior
to the close of business on the record date for such dividend for purposes of
calculating the number of outstanding shares of Common Stock under clauses (ii)
and (iii) below.  Such adjustments shall be made successively.

   (ii)  If the Company shall, after the date hereof, issue rights or warrants
to all holders of its Common Stock entitling them (for a period not exceeding 45
days from the date of such issuance) to subscribe for or purchase shares of
Common Stock at a price per share less than the Current Market Price of the
Common Stock (determined pursuant to paragraph (4)(d)(vii)) on the record date
for the determination of shareholders entitled to receive such rights or
warrants, then in each case the Common Equivalent Rate shall be adjusted by
multiplying the Common Equivalent Rate in effect immediately prior to the date
of issuance of such rights or warrants by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding on the date of
issuance of such rights or warrants,


LAW2:7499                                                             -24-
<PAGE>   25
immediately prior to such issuance, plus the number of additional shares of
Common Stock offered for subscription or purchase pursuant to such rights or
warrants, and of which the denominator shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common
Stock so offered for subscription or purchase pursuant to such rights or
warrants would purchase at such Current Market Price (determined by multiplying
such total number of shares by the exercise price of such rights or warrants
and dividing the product so obtained by such Current Market Price).  Such
adjustment shall become effective at the opening of business on the business
day next following the record date for the determination of shareholders
entitled to receive such rights or warrants.  To the extent that shares of
Common Stock are not delivered after the expiration of such rights or warrants,
the Common Equivalent Rate shall be readjusted to the Common Equivalent Rate
which would then be in effect had the adjustments made upon the issuance of
such rights or warrants been made upon the basis of delivery of only the number
of shares of Common Stock actually delivered.  Such adjustments shall be made
successively.

   (iii)  If the Company shall pay a dividend or make a distribution to all
holders of its Common Stock of evidence of its indebtedness or other assets
(including shares of capital stock of the Company (other than Common Stock) but
excluding any distributions and dividends referred to in clause (i) above or any
cash dividends), or shall issue to all holders of its Common Stock rights or
warrants to subscribe for or purchase any of its securities (other than those
referred to in clause (ii) above), then in each such case, the Common Equivalent
Rate shall be adjusted by multiplying the Common Equivalent Rate in effect on
the record date mentioned below by a fraction, of which the numerator shall be
the Current Market Price of the Common Stock (determined pursuant to paragraph
(4)(d)(vii)) on the record date for the determination of shareholders entitled
to receive such dividend or distribution, and of which the denominator shall be
such Current Market Price per share of Common Stock less the fair value (as
determined by the Board of Directors of the Company, whose determination shall
be conclusive) as of such record date of the portion of the assets or evidences
of indebtedness so distributed, or of such subscription rights or warrants,
applicable to one share of Common Stock.  Such adjustment shall become effective
on the opening of business on the business day next following the record date
for the determination of shareholders entitled to receive such dividend or
distribution.

   (iv)  In case the Company shall, by dividend or otherwise, at any time
distribute to all holders of its Common Stock cash (excluding (a) any cash
dividends on the Common Stock to the extent that the aggregate cash dividends
per share of Common Stock in any consecutive 12-month period do not exceed the


LAW2:7499                                                             -25-
<PAGE>   26
greater of (x) the amount per share of Common Stock of the cash dividends paid
on the Common Stock in the next preceding 12-month period, to the extent that
such dividends for the preceding 12-month period did not require an adjustment
to the Common Equivalent Rate pursuant to this paragraph (as adjusted to
reflect subdivisions or combinations of the Common Stock) and (y) 15 percent of
the average daily Closing Prices (as defined in paragraph (4)(h)(iii)) of the
Common Stock for the ten consecutive Trading Days immediately prior to the date
of declaration of such distribution and (b) any dividend or distribution in
connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary), then, in each such case, unless the Company
elects to reserve such an amount of cash for distribution to the holders of the
Series C Preferred Stock so that any such shares will receive upon conversion,
in addition to the shares of the Common Stock to which such holder is entitled,
the amount of cash (to the extent not excluded as provided above) which such
holder would have received if such holder had, immediately prior to the record
date for such distribution of cash, converted its shares of Series C Preferred
Stock into Common Stock, the Common Equivalent Rate shall be increased so that
the same shall equal the rate determined by multiplying the Common Equivalent
Rate in effect at the close of business on such record date by a fraction of
which the numerator shall be the Closing Price of the Common Stock on such
record date and the denominator shall be the Closing Price of the Common Stock
less the amount of cash so distributed (to the extent not excluded as provided
above) applicable to one share of Common Stock, such increase to become
effective immediately prior to the opening of business on the day following
such record date;  provided, however, that in the event the portion of the cash
so distributed applicable to one share of Common Stock is equal to or greater
than the Closing Price of the Common Stock on such record date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each holder of
shares of Series C Preferred Stock shall thereafter have the right to receive
upon conversion the amount of cash (to the extent not excluded as provided
above) such holder would have received had such holder converted each share of
Series C Preferred Stock on such record date.  If any adjustment is required to
be made as set forth in this paragraph (4)(d)(iv) as a result of a distribution
which is a dividend described in subclause (a) of this paragraph, such
adjustment shall be based upon the amount by which such distribution exceeds
the amount of the dividend permitted to be excluded pursuant to such subclause
(a) of this paragraph.  If an adjustment is required to be made pursuant to
this paragraph as a result of a distribution which is not such a dividend, such
adjustment shall be based upon the full amount of such distribution.

   (v)  In case of the consummation of a tender or exchange offer (other than an
odd-lot tender offer) made by the Company or any subsidiary of the Company for
all or any portion of the


LAW2:7499                                                             -26-
<PAGE>   27
Common Stock to the extent that the cash and value of any other consideration
included in such payment per share of Common Stock exceeds 110% of the first
reported sales price per share of Common Stock on the Trading Day next
succeeding the Expiration Time (as defined below), the Common Equivalent Rate
shall be increased so that the same shall equal the rate determined by
multiplying the Common Equivalent Rate in effect immediately prior to the last
time tenders or exchanges may be made pursuant to such tender or exchange offer
(the "Expiration Time") by a fraction of which the denominator shall be the
number of shares of Common Stock outstanding (including any tendered or
exchanged shares) on the Expiration Time multiplied by the first reported sales
price of the Common Stock on the Trading Day next succeeding the Expiration
Time, and the numerator shall be the sum of (A) the fair market value
(determined by the Board of Directors, whose determination shall be conclusive
and described in a resolution of the Board of Directors) of the aggregate
consideration payable to shareholders based on the acceptance (up to any
maximum specified in the terms of the tender or exchange offer) of all shares
validly tendered or exchanged and not withdrawn as of the Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
"Purchased Shares") and (B) the product of the number of shares of Common Stock
outstanding (less any Purchased Shares) on the Expiration Time and the first
reported sales price of the Common Stock on the Trading Day next succeeding the
Expiration Time, such reduction to become effective immediately prior to the
opening of business on the day following the Expiration Time.

   (vi)  Anything in this paragraph (4) notwithstanding, the Company shall be
entitled to make such upward adjustments in the Common Equivalent Rate, in
addition to those required by this paragraph (4), as the Company in its sole
discretion may determine to be advisable, in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock or securities,
or distributions of securities convertible into or exchangeable for stock (or
any transaction which could be treated as any of the foregoing transactions
pursuant to Section 305 of the Internal Revenue Code of 1986, as amended)
hereafter made by the Company to its shareholders shall not be taxable.  If the
Company determines that an adjustment to the Common Equivalent Rate should be
made, an adjustment shall be made effective as of such date as is determined by
the Board of Directors of the Company.  The determination of the Board of
Directors of the Company as to whether an adjustment to the Common Equivalent
Rate should be made pursuant to the foregoing provisions of this paragraph
(4)(d)(vi), and, if so, as to what adjustment should be made and when, shall be
conclusive, final and binding on the Company and all shareholders of the
Company.

   (vii)  As used in this paragraph (4), the "Current Market Price" of the
Common Stock on any date shall be the average of the daily Closing Prices (as
defined in paragraph (4)(h)(iii)) for the five consecutive Trading Dates ending
on and


LAW2:7499                                                             -27-
<PAGE>   28
including the date of determination of the Current Market Price;  provided,
however, that if the Closing Price for the Trading Date next following such
five-day period (the "next-day closing price") is less than 95% of such
average, then the Current Market Price per share of Common Stock on such date
of determination shall be the next-day Closing Price;  and provided, further,
that, if any event that results in an adjustment of the Common Equivalent Rate
occurs during such five-day period or, for the purposes of calculating the
Current Market Price in connection with any redemption or conversion of Series
C Preferred Stock or any determination of an amount in cash payable in lieu of
a fraction of a share of Common Stock, if any event that results in an
adjustment of the Common Equivalent Rate occurs during the period beginning on
the first day of such five-day period and ending on the applicable redemption
or conversion date, the Current Market Price as determined pursuant to the
foregoing will be appropriately adjusted to reflect the occurrence of such
event.

   (viii)  In any case in which paragraph (4)(d) shall require that an
adjustment as a result of any event become effective at the opening of business
on the business day next following a record date and the date fixed for
conversion or redemption pursuant to paragraphs (4)(a), (b), (c) or (n) occurs
after such record date, but before the occurrence of such event the Company may
in its sole discretion elect to defer the following until after the occurrence
of such event:  (A) issuing to the holder of any converted or redeemed shares of
the Series C Preferred Stock the additional shares of Common Stock issuable upon
such conversion or redemption before giving effect to such adjustment and (B)
paying to such holder any amount in cash in lieu of a fractional share of Common
Stock pursuant to paragraph (4)(f).

   (e)  NOTICE OF ADJUSTMENTS.  Whenever the Common Equivalent Rate or Optional
Conversion Rate is adjusted as herein provided, the Company shall:

   (i)  forthwith compute the adjusted Common Equivalent Rate and the adjusted
  Optional Conversion Rate (as defined in paragraph 4(n)) in accordance with
  this paragraph (4) and prepare a certificate signed by the Chief Financial
  Officer, any Vice President, the Treasurer or Controller of the Company
  setting forth the adjusted Common Equivalent Rate, the adjusted Optional
  Conversion Rate, the method of calculation thereof in reasonable detail and
  the facts requiring such adjustment and upon which such adjustment is based,
  which certificate shall be conclusive, final and binding evidence of the
  correctness of the adjustment, and file such certificate forthwith with the
  transfer agent or agents for the Series C Preferred Stock and the Common
  Stock; and

   (ii)  mail a notice stating that the Common Equivalent Rate and the Optional
  Conversion Rate have been adjusted, the facts requiring such adjustment and
  the facts upon which


LAW2:7499                                                             -28-
<PAGE>   29
  such adjustment is based and setting forth the adjusted Common Equivalent Rate
  and the adjusted Optional Conversion Rate to the holder of record of the
  outstanding shares of the Series C Preferred Stock at or prior to the time the
  Company mails an interim statement to its shareholders covering the fiscal
  quarter during which the facts requiring such adjustment occurred, but in any
  event within 45 days of the end of such fiscal quarter.

   (f)  NO FRACTIONAL SHARES.  No fractional share or scrip representing
fractional shares of Common Stock shall be issued upon the redemption or
conversion of any shares of Series C Preferred Stock.  Instead of any fractional
interest in a share of Common Stock which would otherwise be deliverable upon
the redemption or conversion of a share of Series C Preferred Stock, the Company
shall pay to the holder of such share an amount in cash (computed to the nearest
cent) equal to the same fraction of the (i) Current Market Price of the Common
Stock determined as of the second Trading Date immediately preceding the Notice
Date, in the case of redemption pursuant to paragraph 4(c), (ii) Closing Price
(as defined in paragraph 4(h)(iii) of the Common Stock determined (A) as of the
fifth Trading Date immediately preceding the Mandatory Conversion Date, in the
case of a Mandatory Conversion, or (B) as of the second Trading Date immediately
preceding the date of conversion in the case of any optional conversion pursuant
to paragraph 4(n), or (iii) the Settlement Date, in the case of a Fundamental
Transaction.  If more than one share shall be surrendered for conversion at one
time by the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series C Preferred Stock so surrendered.

   (g)  CANCELLATION.  Shares of Series C Preferred Stock that have been issued
and reacquired in any manner, including shares purchased, exchanged, redeemed or
converted, shall not be reissued as part of the Series C Preferred Stock and
shall (upon compliance with any applicable provisions of the laws of the
Commonwealth of Pennsylvania) have the status of authorized and unissued shares
of the class of Preferred Stock undesignated as to series and may be
redesignated and reissued as part of any series of the Preferred Stock.

   (h)  Definitions.  As used in this paragraph (4):

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

   (ii)  the term "Call Price" shall mean $131.25 per share;

   (iii)  the term "Closing Price" on any day shall mean the closing sale price
  regular way on such day or, in case no such sale takes place on such day, the
  reported closing


LAW2:7499                                                             -29-
<PAGE>   30
  bid price regular way, in each case on the New York Stock Exchange or, if the
  Common Stock is not listed or admitted to trading on such Exchange, then on
  the principal national securities exchange on which the Common Stock is listed
  or admitted to trading (which shall be the national securities exchange on
  which the greatest number of shares of Common Stock has been traded during the
  five consecutive Trading Dates ending on and including the date of
  determination of the Current Market Price), or, if not quoted or listed or
  admitted to trading on any national securities exchange or quotation system,
  the closing bid price of the Common Stock on the over-the-counter market on
  the day in question as reported by the National Quotation Bureau Incorporated,
  or a similarly generally accepted reporting service, or if not so available as
  determined in good faith by the Board of Directors, on the basis of such
  relevant factors as it in good faith considers, in the reasonable judgement of
  the Board of Directors, appropriate;

   (iv)  the term "Notice Date" with respect to any notice given by the Company
  in connection with the Series C Preferred Stock shall be the earlier of the
  public announcement with respect to any matter or the commencement of the
  mailing of such notice to the holders of the Series C Preferred Stock in
  accordance with paragraph (4)(i);

   (v)  the term "Settlement Date" shall mean the business day immediately prior
  to the effective date of a Fundamental Transaction;

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

   (i)  NOTICE OF REDEMPTION OR AUTOMATIC CONVERSION.  The Company will provide
notice of any redemption or automatic conversion (including any potential
conversion upon the effectiveness of a Fundamental Transaction but excluding any
conversion pursuant to paragraphs (4)(a) or (n)) of shares of Series C Preferred
Stock to holders of record of the Series C Preferred Stock to be called or
converted not less than 15 nor more than 60 days prior to the date fixed for
such redemption or conversion, as the case may be;  provided, however, that if
the timing of a Fundamental Transaction makes it impracticable to provide at
least 15 days notice, the Company shall provide such notice as soon as is
practicable.  Such notice shall be provided by mailing notice of such redemption
or conversion first class postage prepaid, to each holder of record of the
Series C Preferred Stock to be redeemed or converted, at such holder's address
as it appears on the stock register of the Company;  provided, however, that no
failure to give such notice nor any defect therein shall affect the validity of
the proceeding for the redemption or conversion of any shares of Series C
Preferred Stock to be redeemed or converted, except as to the holder to whom the
Company has failed to give such notice or whose notice


LAW2:7499                                                             -30-
<PAGE>   31
was defective.  Each such notice shall state, as appropriate, the following:

   (i)  the redemption or automatic conversion date;

   (ii)  that all outstanding shares of Series C Preferred Stock are to be
  redeemed or converted or, in the case of a call for redemption pursuant to
  paragraph (4)(c) of fewer than all outstanding shares of Series C Preferred
  Stock, the number of such shares held by such holder to be redeemed;

   (iii)  in the case of a call for redemption pursuant to paragraph (4)(c), the
  Call Price, the number of shares of Common Stock deliverable upon redemption
  of each share of Series C Preferred Stock to be redeemed and, if applicable,
  the Current Market Price used to calculate such number of shares of Common
  Stock subject to any subsequent adjustments pursuant to paragraph (4)(d);

   (iv)  whether the Company is delivering shares of Common Stock in lieu of
  cash (in the case of a conversion pursuant to paragraphs (4)(a) or (4)(b)),
  the Current Market Price to be used to calculate the number of such shares of
  Common Stock and, if the Company is delivering shares in respect of less than
  all the cash that would otherwise be deliverable by the Company upon such
  conversion, the portion of such cash in lieu of which Common Stock will be
  delivered;

   (v)  the place or places where certificates for such shares are to be
  surrendered for redemption or conversion; and

   (vi)  that dividends on the shares of Series C Preferred Stock to be redeemed
  or converted will cease to accrue on such redemption or automatic conversion
  date or, in the case of a conversion pursuant to paragraph (4)(b), on the
  related Settlement Date, unless, in the case of a redemption pursuant to
  paragraph (4)(c), the Company shall default in delivering the shares of Common
  Stock and cash, if any, payable by the Company at the time and place specified
  in such notice.

   (j)  DEPOSIT OF SHARES AND FUNDS.  The Company's obligation to deliver shares
of Common Stock and provide funds in accordance with this paragraph (4) shall be
deemed fulfilled if, on or before a redemption or conversion date or Settlement
Date, the Company shall deposit, with a bank or trust company, or an affiliate
of a bank or trust company, having an office or agency in New York city and
having a capital and surplus of at least $50,000,000, such number of shares of
Common Stock as are required to be delivered by the Company pursuant to this
paragraph (4) upon the occurrence of the related redemption or conversion
(including any payment of cash in lieu of the issuance of fractional share
amounts pursuant to paragraph (4)(f)), together with funds (or, in the case of a
conversion pursuant to paragraphs (4)(a) or (4)(b), shares of Common Stock
and/or funds) sufficient to pay all accrued and unpaid dividends on the shares
to be redeemed or converted as required by this paragraph (4), in trust for the
account of the holders of the shares to be redeemed


LAW2:7499                                                             -31-
<PAGE>   32
or converted (and so as to be and continue to be available thereto), with
irrevocable instructions and authority to such bank or trust company that such
shares and funds be delivered upon redemption or conversion of the shares of
Series C Preferred Stock so called for redemption or converted.  Any interest
accrued on such funds shall be paid to the Company from time to time.  Any
shares of Common Stock or funds so deposited and unclaimed at the end of two
years from such redemption or conversion date shall be repaid and released to
the Company, after which the holder or holders of such shares of Series C
Preferred Stock so called for redemption or converted shall look only to the
Company for delivery of such shares of Common Stock or funds.

   (k)  SURRENDER OF CERTIFICATES; STATUS.  Each holder of shares of Series C
Preferred Stock to be redeemed or converted shall surrender the certificates
evidencing such shares (properly endorsed or assigned for transfer, unless any
notice shall state otherwise) to the Company at the place designated in the
notice of such redemption or conversion and shall thereupon be entitled to
receive certificates evidencing shares of Common Stock and to receive any funds
payable pursuant to this paragraph (4) following such surrender and following
the date of such redemption or conversion.  In case fewer than all the shares
represented by any such surrendered certificate are called for redemption, a new
certificate shall be issued at the expense of the Company representing the
unredeemed shares.  If such notice of redemption or conversion shall have been
given, and if on the date fixed for redemption or conversion (or on the
Mandatory Conversion Date) shares of Common Stock and funds necessary for the
redemption or conversion shall have been either set aside by the Company
separate and apart from its other funds or assets in trust for the account of
the holders of the shares to be redeemed or converted (and so as to be and
continue to be available therefor) or deposited with a bank or trust company or
affiliate thereof as provided in paragraph (4)(j), or the circumstances
described in clause (ii) to the proviso appearing in the third full paragraph of
paragraph (4)(a) are in effect, then, notwithstanding that the certificates
evidencing any shares of Series C Preferred Stock so called for redemption or
subject to conversion shall not have been surrendered, the shares represented
thereby so called for redemption or subject to conversion shall be deemed no
longer outstanding, dividends with respect to the shares so called for
redemption or subject to conversion shall cease to accrue after the date fixed
for redemption or conversion or, in the case of a conversion pursuant to
paragraph (4)(b), on the related Settlement Date, and all rights with respect to
the shares so called for redemption or subject to conversion shall forthwith
after such date cease and terminate, except for the right of the holders to
receive the shares of Common Stock and funds, if any, payable pursuant to this
paragraph (4) without interest upon surrender of their certificates therefor.


LAW2:7499                                                             -32-
<PAGE>   33
   (l)  DIVIDEND PAYMENTS.  Holders of shares of Series C Preferred Stock at the
close of business on a record date for any payment of declared dividends will be
entitled to receive the dividend payable on such shares of Series C Preferred
Stock on the corresponding Dividend Payment Date notwithstanding the optional
conversion of such shares of Series C Preferred Stock following such record date
and before such Dividend Payment Date. However, shares of Series C Preferred
Stock surrendered for optional conversion pursuant to paragraph 4(n) after the
close of business on a record date for any payment of declared dividends and
before the opening of business on the next succeeding Dividend Payment Date must
be accompanied by payment in cash of an amount equal to the dividend
attributable to the current quarterly dividend period payable on such date.
Notwithstanding the foregoing, holders of Series C Preferred Stock who convert
pursuant to paragraph 4(n) their Series C Preferred Stock at any time after such
Series C Preferred Stock have been called for redemption, will be entitled to
receive, in addition to shares of Common Stock issuable upon conversion, cash
payment of dividends accrued and unpaid to the date of such conversion.  Except
as set forth in the preceding sentence, upon any optional conversion pursuant to
paragraph 4(n) of shares of Series C Preferred Stock, the Company will make no
payment of or allowance for accrued and unpaid dividends, whether or not in
arrears, on such shares of Series C Preferred Stock, or for previously declared
dividends or distributions on the shares of Common Stock issued upon such
conversion.

   (m)  PAYMENT OF TAXES.  The Company will pay any and all documentary, stamp
or similar issue or transfer taxes payable in respect of the issue or delivery
of shares of Common Stock on the redemption or conversion of shares of Series C
Preferred Stock pursuant to this paragraph (4);  provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any registration of transfer involved in the issue or delivery of shares of
Common Stock in a name other than that of the registered holder of Series C
Preferred Stock redeemed or converted or to be redeemed or converted, and no
such issue or delivery shall be made unless and until the person requesting such
issue has paid to the Company the amount of any such tax or has established, to
the satisfaction of the Company, that such tax has been paid.

   (n)  CONVERSION AT THE OPTION OF THE HOLDER.  After 40 days following the
latest date of original issuance of the Series C Preferred Stock, the shares of
the Series C Preferred Stock are convertible, in whole or in part, at the option
of the holders thereof, at any time before the Mandatory Conversion Date, unless
previously redeemed, into shares of Common Stock at a rate of 8.85 shares of
Common Stock for each share of Series C Preferred Stock (the "Optional
Conversion Rate").  The Optional Conversion Rate is subject to adjustment in the
same manner as the Common Equivalent Rate, as described in paragraph (4)(d).
The right to convert shares of Series C Preferred Stock called for redemption


LAW2:7499                                                             -33-
<PAGE>   34
will terminate immediately before the close of business on the redemption date
with respect to such shares.

   Conversion of shares of Series C Preferred Stock at the option of the holder
may be effected by delivering certificates evidencing such shares of Series C
Preferred Stock, together with written notice of conversion and a proper
assignment of such certificates to the Company or in blank (and, if applicable,
cash payment of an amount equal to the dividend attributable to the current
quarterly dividend period payable on such shares), to the office of the transfer
agent for Series C Preferred Stock or to any other office or agency maintained
by the Company for that purpose and otherwise in accordance with conversion
procedures established by the Company.  Each optional conversion will be deemed
to have been effected immediately before the close of business on the date on
which the foregoing requirements have been satisfied.  The conversion will be at
the Optional Conversion Rate in effect at such time and on such date.

   5.  LIQUIDATION PREFERENCES.
   (a)  In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company, the holders of shares of Series C
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Company available for distribution to its shareholders, after payment or
provision for payment of any Senior Securities, an amount per share of Series C
Preferred Stock in cash equal to the sum of (i) $144.40 plus (ii) all accrued
and unpaid dividends thereon to the date of liquidation, dissolution or winding
up, before any payment shall be made or any assets distributed to the holders of
any of the Junior Securities.  If the assets of the Company are not sufficient
to pay in full the liquidation payments payable to the holders of outstanding
shares of the Series C Preferred Stock and any Parity Securities, then the
holders of all such shares shall share ratably in such distribution of assets in
accordance with the amount which would be payable on such distribution if the
amounts to which the holders of outstanding shares of Series C Preferred Stock
and the holders of outstanding shares of such Parity Securities are entitled
were paid in full.  Except as provided in this paragraph (5)(a), holders of
Series C Preferred Stock shall not be entitled to any distribution in the event
of liquidation, dissolution or winding up of the affairs of the Company.

   (b)  For the purposes of this paragraph (5), 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;


LAW2:7499                                                             -34-
 
<PAGE>   35
   (iv)  the participation by the Company in a share exchange;

   (v)  the division of the Company pursuant to 15 Pa.C.S. Subch. 19D;

   (vi)  the conversion of the Company pursuant to 15 Pa.C.S. Subch. 19E.

   6.  VOTING RIGHTS.
   (a)  The holders of record of shares of Series C Preferred Stock shall not be
entitled to any voting rights except as hereinafter provided in this paragraph
(6) or as otherwise provided by law.

   (b)  In the event that dividends payable to the holders of Series C 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
C Preferred Stock, together with the holders of all other outstanding series of
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 C 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 C Preferred Stock shall cease
(and 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 (6)(b) as giving rise thereto.

   At any time when the rights of holders of Series C 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 C
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 C 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 (6)(b), 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 C Preferred Stock.


LAW2:7499                                                             -35-
<PAGE>   36
No such action shall impair the right of the holders of Series C Preferred
Stock to elect and to be represented by two directors as provided in this
paragraph (6)(b).

   The two directors elected as provided in this paragraph (6)(b) 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 (6)(b).  No such director may be
removed without the vote of holders of a majority of the shares of Series C
Preferred Stock (or holders of a majority of shares of Preferred Stock 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 (6)(b) or, if none remains in office, by
vote of the holders of record of a majority of the outstanding shares of Series
C 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).

   (c)  So long as any shares of the Series C Preferred Stock are outstanding
(except when notice of the redemption or conversion of all outstanding shares of
Series C Preferred Stock has been given pursuant to paragraph (4)(i) and shares
of Common Stock and any necessary funds have been deposited in trust for such
redemption or conversion pursuant to paragraph (4)(j)), the Company shall not,
without the affirmative vote of the holders of at least 66-2/3% of the shares of
Series C Preferred Stock and any other series of Preferred Stock entitled to
vote thereon at the time outstanding, voting together as one class without
regard to series, in person or by proxy, or by resolution adopted at an annual
or special meeting called for the purpose, amend pursuant to the provisions of
15 Pa.C.S. Subchapter 19B or in the context of any other type of Fundamental
Transaction any of the provisions of the Company's Restated Articles of
Incorporation which would either (i) authorize any new class of Senior
Securities or (ii) alter or change the rights, preferences or limitations of the
Series C Preferred Stock so as to affect such rights, preferences or limitations
in any material respect prejudicial to the holders of the Series C Preferred
Stock.

   (d)  So long as any shares of the Series C Preferred Stock are outstanding
(except when notice of the redemption or conversion of all outstanding shares of
Series C Preferred Stock has been given pursuant to paragraph (4)(i) and shares
of Common Stock and any necessary funds have been deposited in trust for such
redemption or conversion pursuant to paragraph (4)(j)), the Company shall not,
without the affirmative vote of the holders of at least a majority of the shares
of Series C Preferred Stock and


LAW2:7499                                                             -36-
<PAGE>   37
any other series of Preferred Stock entitled to vote thereon at the time
outstanding voting or consenting, as the case may be, voting together as one
class without regard to series, given in person or by proxy, either in writing
or by resolution adopted at an annual or special meeting called for the
purpose, amend pursuant to the provisions of 15 Pa.C.S. Subchapter 19B or in
the context of any other type of Fundamental Transaction any of the provisions
of the Company's Restated Articles of Incorporation which would either (i)
increase the total number of authorized shares of Preferred Stock or (ii)
authorize or create any class of Parity Securities.

   7.  INCREASE IN SHARES.  The number of shares of Series C Preferred Stock
may, to the extent of the Company's authorized and unissued Preferred Stock, be
increased by further resolution duly adopted by the Board of Directors and the
filing of a statement with respect to shares with the Department of State of the
Commonwealth of Pennsylvania.

   8.  LIMITATIONS.  Except as may otherwise be required by law, the shares of
Series C 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 (F) (as such Article FIFTH (F) may be amended
from time to time) or otherwise in the Restated Articles of Incorporation of the
Company.

   SIXTH:     A.      A higher than majority shareholder vote for certain
Business Combinations (as defined below) shall be required as follows:

   (1)  In addition to any affirmative vote required by law or these Restated
  Articles of Incorporation or the terms of any series of Preferred Stock or any
  other securities of the Company and except as otherwise expressly provided in
  Section B. of this Article SIXTH:

      (a)  any merger or consolidation of the Company or any Subsidiary with (i)
   any Interested Stockholder or with (ii) any other corporation (whether or not
   itself an Interested Stockholder) which is, or after such merger or
   consolidation would be, an Affiliate or Associate of an Interested
   Stockholder;

      (b)  any sale, lease, exchange, mortgage, pledge, transfer or other
   disposition (in one transaction or a series of transactions whether or not
   related) to an Interested Stockholder (or an Affiliate or Associate of an
   Interested Stockholder) of any assets of the Company or of a Subsidiary
   having an aggregate Fair Market Value of $10,000,000 or more;

      (c)  any sale, lease, exchange, mortgage, pledge, transfer or other
   disposition (in one transaction or a series of transactions whether or not
   related) to or with the Company or a Subsidiary of any assets of an
   Interested Stockholder (or an Affiliate or Associate of


LAW2:7499                                                             -37-
<PAGE>   38
   an Interested Stockholder) having an aggregate Fair Market Value of
   $10,000,000 or more;

      (d)  the issuance or sale by the Company or any Subsidiary (in one
   transaction or a series of transactions whether or not related) of any
   securities of the Company or of any Subsidiary to any Interested Stockholder
   or any Affiliate or Associate of any Interested Stockholder in exchange for
   cash, securities or other consideration (or a combination thereof) having an
   aggregate Fair Market Value of $10,000,000 or more except an issuance of
   securities upon conversion of convertible securities of the Company or of a
   Subsidiary which were not acquired by such Interested Stockholder (or such
   Affiliate or Associate) from the Company or a Subsidiary;

      (e)  the adoption of any plan or proposal for the liquidation or
   dissolution of the Company proposed by or on behalf of any Interested
   Stockholder or any Affiliate or Associate of any Interested Stockholder; or

      (f)  any reclassification of securities (including any reverse stock
   split), or recapitalization of the Company, or any merger or consolidation of
   the Company with any of its Subsidiaries or any other transaction (whether or
   not with or into or otherwise involving an Interested Stockholder) which has
   the effect, directly or indirectly, of increasing the proportionate share of
   the outstanding shares of any class of equity securities or securities
   convertible into equity securities of the Company or any Subsidiary which is
   directly or indirectly owned by any Interested Stockholder or any Affiliate
   or Associate of any Interested Stockholder; shall require the affirmative
   vote of (i) the holders of at least eighty percent (80%) of the combined
   voting power of the then outstanding shares of capital stock of the Company
   entitled to vote generally in an annual election of directors (the "Voting
   Stock") and (ii) the holders of at least a majority of the combined voting
   power of the then outstanding Voting Stock held by Disinterested
   Stockholders, in each case 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 may be specified, by law, by any
   other provisions of these Restated Articles of Incorporation or by the terms
   of any series of Preferred Stock or any other securities of the Company; 

   (2)  The term "Business Combination" as used in this Article SIXTH shall mean
  any transaction which is referred to in any one or more of clauses (a) through
  (f) of paragraph (1) of Section A. of this Article SIXTH.


LAW2:7499                                                             -38-
<PAGE>   39
   B.   The provisions of Section A. of this Article SIXTH shall not be
applicable to any Business Combination, and such Business Combination shall
require only such affirmative vote (if any) as is required by law, any other
provision of these Restated Articles of Incorporation or the terms of any class
or series of capital stock of the Company entitled to a preference over the
Common Stock as to dividends or upon liquidation, or the terms of any other
securities of the Company, if all of the conditions specified in either of the
following paragraphs (1) or (2) are met:

   (1)  The Business Combination shall have been approved by a majority of the
  Disinterested Directors or

   (2)  All the following six conditions shall have been met -

      (a)  The transaction constituting the Business Combination shall provide
   for a consideration to be received by holders of Common Stock in exchange for
   their Common Stock, and the aggregate amount of the cash and the Fair Market
   Value 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
   Stock in such Business Combination shall be at least equal to the highest of
   the following:

         (i)  (if applicable) the highest per share price (including any
      brokerage commissions, transfer taxes and soliciting dealers' fees) paid
      in order to acquire any shares of Common Stock beneficially owned by the
      Interested Stockholder which were acquired (x) within the two-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 Stockholder, whichever is higher;

         (ii)  the Fair Market Value per share of Common Stock on the
      Announcement Date or on the date on which the Interested Stockholder
      became an Interested Stockholder (the "Determination Date"), whichever is
      higher; and

         (iii)  (if applicable) the price per share equal to the Fair Market
      Value per share of Common Stock determined pursuant to clause (ii)
      immediately preceding, multiplied by the ratio of (x) the highest per
      share price (including any brokerage commissions, transfer taxes and
      soliciting dealers' fees) paid in order to acquire any shares of Common
      Stock beneficially owned by the Interested Stockholder which were acquired
      within the two-year period immediately prior to the Announcement Date to
      (y) the Fair Market Value per share of Common Stock on the first day in
      such two-year period on which the Interested


LAW2:7499                                                             -39-
<PAGE>   40
      Stockholder beneficially owned any shares of Common Stock, whether or not
      such Stockholder was an Interested Stockholder on that day.

      (b)  If the transaction constituting the Business Combination shall
   provide for a consideration to be received by holders of any class of
   outstanding Voting Stock other than Common Stock, the aggregate amount of the
   cash and the Fair Market Value 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 such Voting Stock shall be at least equal to
   the highest of the following (it being intended that the requirements of this
   clause (2)(b) shall be required to be met with respect to every class of
   outstanding Voting Stock other than Institutional Voting Stock, whether or
   not the Interested Stockholder beneficially owns any shares of a particular
   class of Voting Stock):

         (i)  (if applicable) the highest per share price (including any
      brokerage commissions, transfer taxes and soliciting dealers' fees) paid
      in order to acquire any shares of such class of Voting Stock beneficially
      owned by the Interested Stockholder which were acquired (x) within the
      two-year period immediately prior to the Announcement Date or (y) in the
      transaction in which it became an Interested Stockholder, whichever is
      higher;

         (ii)  (if applicable) the highest preferential amount per share to
      which the holders of shares of such class of Voting Stock are entitled in
      the event of any voluntary or involuntary liquidation, dissolution or
      winding up of the Company;

         (iii)  the Fair Market Value per share of such class of Voting Stock on
      the Announcement Date or on the Determination Date, whichever is higher;
      and

         (iv)  (if applicable) the price per share equal to the Fair Market
      Value per share of such class of Voting Stock determined pursuant to
      clause (iii) immediately preceding, multiplied by the ratio of (x) the
      highest per share price (including any brokerage commissions, transfer
      taxes and soliciting dealers' fees) paid in order to acquire any shares of
      such class of Voting Stock beneficially owned by the Interested
      Stockholder which were acquired within the two-year period immediately
      prior to the Announcement Date to (y) the Fair Market Value per share of
      such class of Voting Stock on the first day in such two-year period on
      which the


LAW2:7499                                                             -40-
<PAGE>   41
      Interested Stockholder beneficially owned any shares of such class of
      Voting Stock, whether or not such Stockholder was an Interested
      Stockholder on that day.

      (c)  The consideration to be received by holders of a particular class of
   Voting Stock (including Common Stock) shall be in cash or in the same form as
   was previously paid in order to acquire shares of such class of Voting Stock
   which are beneficially owned by the Interested Stockholder and, if the
   Interested Stockholder beneficially owns shares of any class of Voting Stock
   which were acquired with varying forms of consideration, the form of
   consideration to be received by holders of such class of Voting Stock shall
   be either cash or the form used to acquire the largest number of shares of
   such class of Voting Stock beneficially owned by it.  The prices determined
   in accordance with clauses (a) and (b) of paragraph (2) of this Section B.
   shall be subject to an appropriate adjustment in the event of any stock
   dividend, stock split, subdivision, combination of shares or similar event.

      (d)  After such Interested Stockholder has become an Interested
   Stockholder and prior to the consummation of such Business Combination:

         (i)  except as approved by a majority of the Disinterested Directors,
      there shall have been no failure to declare and pay at the regular date
      therefor any full quarterly dividends (whether or not cumulative) on any
      outstanding Preferred Stock or other capital stock entitled to a
      preference over the Common Stock as to dividends or upon liquidation;

         (ii)  except as approved by a majority of the Disinterested Directors,
      there shall have been (x) no reduction in the annual amount of dividends
      paid on the Common Stock (except as necessary to reflect any subdivision
      of the Common Stock) and (y) no failure to increase the annual amount of
      dividends as necessary to prevent any such reduction in the event of any
      reclassification (including any reverse stock split), recapitalization,
      reorganization or similar transaction which has the effect of reducing the
      number of outstanding shares of the Common Stock;

         (iii)  such Interested Stockholder shall not have become the beneficial
      owner of any additional shares of Voting Stock except as part of the
      transaction in which it became an Interested Stockholder; and

         (iv)  there shall have always been at least three Disinterested
      Directors on the Board of Directors.


LAW2:7499                                                             -41-
<PAGE>   42
      (e)  After such Interested Stockholder has become an Interested
   Stockholder, such Interested Stockholder shall not have received the benefit,
   directly or indirectly (except proportionately as a shareholder), of any
   loans, advances, guarantees, pledges or other financial assistance or any tax
   credits or other tax advantages provided by the Company, whether in
   anticipation of or in connection with such Business Combination or otherwise.

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

   C. For the purposes of this Article SIXTH:

      (1)  A "person" shall mean any individual, a partnership, a corporation,
   an association, a trust or other entity.

      (2)  "Interested Stockholder" at any particular time shall mean any person
   (other than the Company or any Subsidiary) who or which:

         (a)  is at such time the beneficial owner, directly or indirectly, of
      five percent (5%) or more of the voting power of the Voting Stock;

         (b)  is an Affiliate of the Company and at any time within the two-year
      period immediately prior to the date in question was the beneficial owner,
      directly or indirectly, of five percent (5%) or more of the voting power
      of the Voting Stock; or

         (c)  is at such time an assignee of or has otherwise succeeded to the
      beneficial ownership of any shares of Voting Stock which were at any time
      within the two-year period immediately prior to the date in question
      beneficially owned by any Interested Stockholder (as defined in C.(2)(a)
      and (b) above), if such assignment or succession shall have occurred in
      the course of a transaction or series of transactions not involving a
      public offering within the meaning of the Securities Act of 1933.

      (3)     "Disinterested Stockholder" shall mean a shareholder of the
   Company who is not an Interested Stockholder or an Affiliate or an Associate
   of an Interested Stockholder.


LAW2:7499                                                             -42-
<PAGE>   43
      (4)  A person shall be a "beneficial owner" of any shares of Voting Stock:

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

         (b)  which such person or any of its Affiliates or Associates has (i)
      the right to acquire (whether or not such right is exercisable
      immediately) pursuant to any agreement, arrangement or understanding or
      upon the exercise of conversion rights, exchange rights, warrants or
      options, or otherwise, or (ii) the right to vote pursuant to any
      agreement, arrangement or understanding; or

         (c)  which are beneficially owned, directly or indirectly, by any other
      person with which such person or any of its Affiliates or Associates has
      any agreement, arrangement or understanding for the purpose of acquiring,
      holding, voting or disposing of any shares of Voting Stock.

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

      (6)  "Affiliate" or "Associate" shall have the respective meanings
   ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
   under the Securities Exchange Act of 1934, as in effect on December 31, 1984
   (the term "registrant" in such Rule 12b-2 meaning in this case the Company).

      (7)  "Subsidiary" means any corporation of which a majority of any class
   of equity security is owned, directly or indirectly, by the Company;
   provided, however, that for the purposes of the definition of Interested
   Stockholder set forth in paragraph (2) of this Section C. the term
   "Subsidiary" shall mean only a corporation of which a majority of each class
   of equity security is owned, directly or indirectly, by the Company.

      (8)  "Disinterested Director" means any member of the Board of Directors
   who is unaffiliated with, and not a representative or nominee of, an
   Interested Stockholder and (a) was a member of the Board prior to the time
   that the Interested Stockholder became an Interested Stockholder, or (b)
   recommended to succeed a


LAW2:7499                                                             -43-
<PAGE>   44
   Disinterested Director by a majority of the Disinterested Directors then on
   the Board.

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

      (10)  In the event of any Business Combination in which the Company
   survives, the phrase "consideration other than cash to be received" as used
   in paragraph (2) of Section B. of this Article SIXTH shall include the shares
   of Common Stock and the shares of any other class of outstanding Voting Stock
   retained by the holders of such shares.

      (11)  The term "class" of Voting Stock shall be deemed to refer to a
   series of Voting Stock where more than one series of Voting Stock is
   outstanding within a class of Voting Stock.

      (12)  "Institutional Voting Stock" shall mean any class of Voting Stock
   which was issued to and continues to be held solely by one or more insurance
   companies, pension funds, commercial banks, savings banks or similar
   financial institutions or institutional investors.

   D.  A majority of the Disinterested Directors of the Company shall have the
power and duty to determine for the purposes of this Article SIXTH, on the basis
of information known to them after reasonable inquiry, (1) whether a person is
an Interested Stockholder, (2) the number of shares of Voting Stock beneficially
owned by any person, (3) whether a person is an Affiliate or Associate of
another, (4) whether the requirements of Section B. of this Article SIXTH have
been met with respect to any Business Combination, (5) whether a class of Voting
Stock is Institutional Voting Stock and (6) whether the assets which are


LAW2:7499                                                             -44-
<PAGE>   45
subject to any Business Combination have, or the consideration to be received
for the issuance or transfer of securities by this Company or any subsidiary in
any Business Combination has, an aggregate Fair Market Value of $10,000,000 or
more.  Any such determination made in good faith shall be binding and
conclusive on all parties.

   E.  Nothing contained in this Article SIXTH shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

   F.  In addition to any requirements of law and any other provisions of these
Restated Articles of Incorporation or the terms of any class or series of
capital stock of the Company entitled to a preference over the Common Stock as
to dividends or upon liquidation, or the terms of any other securities of the
Company (and notwithstanding the fact that a lesser percentage may be specified
by law, these Restated Articles of Incorporation or any such terms), the
affirmative vote of

   (1)  the holders of eighty percent (80%) or more of the combined voting power
  of the Voting Stock, voting together as a single class, and

   (2)  a majority of the combined voting power of the Voting Stock held by the
  Disinterested Stockholders, voting together as a single class, shall be
  required to amend, alter or repeal, or adopt any provision inconsistent with,
  this Article SIXTH.

   SEVENTH:    A.    Except as otherwise fixed by or pursuant to the terms of
any class or series of capital stock of the Company entitled to a preference
over the Common Stock as to dividends or upon liquidation, the number,
qualification, terms of office, manner of election, time and place of meeting,
compensation, powers and duties of the directors shall be fixed from time to
time by or pursuant to the By-laws.

   B.    If the By-laws so provide, the members of the Board (other than those
who may be elected by the holders of any class or series of capital stock having
a preference over the Common Stock as to dividends or upon liquidation pursuant
to the terms of these Restated Articles of Incorporation or of such class or
series of stock) shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, having such terms and being elected in such manner as shall be
specified in the By-laws.

   EIGHTH:    In furtherance and not in limitation of the powers conferred upon
it by law, the Board of Directors is expressly authorized to:

   (1)  adopt any By-laws a majority of the entire Board of Directors may deem
  necessary or desirable for the efficient conduct of the affairs of the
  Company, including, but not


LAW2:7499                                                             -45-
<PAGE>   46
  limited to, provisions governing the conduct of, and the matters which may
  properly be brought before, meetings of the shareholders and provisions
  specifying the manner and extent to which prior notice shall be given of the
  submission of proposals to be considered at any such meeting or of nominations
  for the election of directors to be held at any such meeting; and

   (2)  repeal, alter or amend the By-laws by the vote of a majority of the
  entire Board of Directors.

   NINTH:    In addition to any requirements of law and any other provisions of
these Restated Articles of Incorporation or the terms of any series of Preferred
Stock or any other securities of the Company (and notwithstanding the fact that
a lesser percentage may be specified by law, these Restated Articles of
Incorporation or any such terms), the affirmative vote of the holders of eighty
percent (80%) or more of the combined voting power of the then outstanding
shares of capital stock of the Company entitled to vote generally in an annual
election (the "Voting Stock"), voting together as a single class, shall be
required to:

   (1)  remove a director without cause (For purposes of this Article (NINTH)
  "cause" shall mean the willful and continuous failure of a director to
  substantially perform such director's duties to the Company, other than any
  such failure resulting from incapacity due to physical or mental illness, or
  the willful engaging by a director in gross misconduct materially and
  demonstrably injurious to the Company);

   (2)  adopt, amend, alter or repeal any provision of the By-laws, except that
  By-law XVI may be amended or altered by a majority vote of the Voting Stock if
  the majority of the entire Board of Directors has first recommended the
  amendment or alteration for approval by the shareholders;

   (3)  amend, alter or repeal or adopt any provision inconsistent with,
  Articles SEVENTH or EIGHTH or this Article NINTH; and

   (4)  amend, alter or repeal or adopt any provisions inconsistent with any
  provision, other than Articles SIXTH, SEVENTH or EIGHTH or this Article NINTH,
  contained in these Restated Articles of Incorporation, unless otherwise first
  recommended and approved by a majority of the entire Board of Directors or, if
  there is an Interested Stockholder (as defined in Article SIXTH), by a
  majority of the Disinterested Directors (as defined in Article SIXTH), in
  which cases a majority vote of the Voting Stock is required to amend, alter or
  repeal such other provisions of these Restated Articles of Incorporation.

   TENTH:    To the fullest extent that the law of the Commonwealth of
Pennsylvania, as it exists on January 27, 1987, or as it may thereafter be
amended, permits the elimination of


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the liability of directors, no director of the corporation shall be liable for
monetary damages for any action taken, or any failure to take any action.  This
Article TENTH shall not apply to any breach of performance of duty or any
failure of performance of duty by any director occurring prior to January 27,
1987.  No amendment to or repeal of this Article TENTH shall apply to or have
any effect on the liability or alleged liability of any director of the Company
for or with respect to any act or failure to act on the part of such director
occurring prior to such amendment or repeal.

     ELEVENTH:    The Company may, to the fullest extent permitted by applicable
law as then in effect, indemnify any person who is or was a director, officer,
employee or agent of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) and may take such steps as may be deemed
appropriate by the Company, including purchasing and maintaining insurance,
entering in to contracts (including, without limitation, contracts of
indemnification between the Company and its directors and officers), creating a
trust fund, granting security interests or using other means (including, without
limitation, a letter of credit) to insure the payment of such amount as may be
necessary to effect such indemnification.  This Article shall apply to any
action taken, or any failure to take any action, on or after January 27, 1987.




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