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                                                                    EXHIBIT 3(b)
                                 CBS CORPORATION
                       RESTATED ARTICLES OF INCORPORATION

                     (As amended through December 11, 1997)

         FIRST: The name of the corporation (hereinafter called the "Company")
is CBS 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



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         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.
                   (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



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         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 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.




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                  (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.


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                  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 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 1,125,000,000 consisting of: (1)
25,000,000 shares of Preferred Stock, par value $1.00 per share ("Preferred
Stock"), and (2) 1,100,000,000 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:


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                  (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 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



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         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



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         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 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



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         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 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



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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



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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 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



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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 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.



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                  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 the
         Preferred



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         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



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         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 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.



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                  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 to dividends
         and upon liquidation, dissolution or winding up) to the Series A
         Preferred Stock; or



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               (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



                                      -17-
<PAGE>   18

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.
               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



                                      -18-
<PAGE>   19

(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
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;



                                      -19-
<PAGE>   20

               (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



                                      -20-
<PAGE>   21

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, (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



                                      -21-
<PAGE>   22

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 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



                                      -22-
<PAGE>   23

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



                                      -23-
<PAGE>   24

such case, the Fair Market Value shall be appropriately adjusted by the Board of
Directors of the Company 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.


                                      -24-
<PAGE>   25

               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 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



                                      -25-
<PAGE>   26

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



                                      -26-
<PAGE>   27

         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 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



                                      -27-
<PAGE>   28

               $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;

                                      -28-
<PAGE>   29


               (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.

               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



                                      -29-
<PAGE>   30

                           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 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



                                      -30-
<PAGE>   31

               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



                                      -31-
<PAGE>   32

                           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 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;



                                      -32-
<PAGE>   33

                                 (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.
                           
                           (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



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<PAGE>   34

               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.

                           (4) A person shall be a "beneficial owner" of any
               shares of Voting Stock:



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<PAGE>   35

                                 (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,



                                      -35-
<PAGE>   36

               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 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.


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<PAGE>   37

                           (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 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.



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<PAGE>   38

               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



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<PAGE>   39

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 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



                                      -39-
<PAGE>   40

         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 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



                                      -40-
<PAGE>   41

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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