EXHIBIT 3.1
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                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                          UNION ACCEPTANCE CORPORATION

                                    ARTICLE 1

                                      Name

     The name of the Corporation is Union Acceptance Corporation.

                                    ARTICLE 2

                               Purposes and Powers

     Section 2.01.  Purposes.  The purposes for which the  Corporation is formed
are the transaction of any or all lawful business for which  corporations may be
incorporated  under the Indiana Business  Corporation Law, as the same may, from
time to time, be amended (the "Act").

     Section  2.02.  Powers.  The  Corporation  shall have the same powers as an
individual  to do all things  necessary or  convenient to carry out its business
and  affairs,   including  without  limitation,   all  the  powers  specifically
enumerated in the Act.

                                    ARTICLE 3

                                Term of Existence

     The period during which the Corporation shall continue is perpetual.


                                    ARTICLE 4

                      Registered Office and Resident Agent

     The street address of the registered office of the Corporation is:

                           250 North Shadeland Avenue
                           Indianapolis, Indiana 46219

and the name and business  office address of its  registered  agent in charge of
such office are:

                           Carl J. Becker
                           250 North Shadeland Avenue
                           Indianapolis, Indiana 46219



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                                    ARTICLE 5

                                Number of Shares

     The total number of shares which the  Corporation  shall have  authority to
issue is One  Hundred  Forty  Million  (140,000,000)  shares,  all of which  are
without par value.


                                   ARTICLE 6

                                 Terms of Shares

     Section 6.01.  Designation of Classes,  Number and Par Value of Shares. The
shares of  authorized  capital  shall be divided  into Ten Million  (10,000,000)
shares  of  Preferred  Stock,   without  par  value,  as  hereinafter   provided
("Preferred  Stock"),  and One Hundred  Thirty Million  (130,000,000)  shares of
Common Stock, without par value ("Common Stock"), as hereinafter provided.

     Section 6.02. Rights, Privileges, Limitations and Restrictions of Preferred
Stock.  The Board of Directors of the  Corporation  is vested with  authority to
determine and state the designations and the relative preferences,  limitations,
voting  rights,  if any,  and other  rights of the  Preferred  Stock and of each
series of Preferred Stock by the adoption and filing in accordance with the Act,
before the issuance of any shares of such Preferred Stock or series of Preferred
Stock, of an amendment or amendments to these Articles of  Incorporation  as the
same may, from time to time, be amended, determining the terms of such Preferred
Stock or series of Preferred Stock ("Preferred Stock  Designation").  All shares
of Preferred  Stock of the same series shall be identical with each other in all
respects. The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then  outstanding)  by the
affirmative  vote of the holders of a majority of the voting power of all of the
then outstanding shares of the capital stock of the Corporation entitled to vote
generally  in the  election of Directors  ("Voting  Stock"),  voting as a single
class,  without a separate  vote of the  holders of the  Preferred  Stock or any
series  thereof,  unless a vote of any such holders is required  pursuant to the
Preferred Stock Designation.

     Section 6.03.  Rights,  Privileges,  Limitations and Restrictions of Common
Stock.

          Clause 6.031.  Single  Class.  All shares of Common Stock shall be one
class. All shares of Common Stock shall have the same  preferences,  limitations
and relative rights.

          Clause  6.032.   Liquidation.   In  the  event  of  any  voluntary  or
involuntary  liquidation,  dissolution,  or winding up of the  Corporation,  the
holders  of the  shares of Common  Stock  shall be  entitled,  after  payment or
provision for payment of the debts and other  liabilities of the Corporation and
of all shares of stock having  priority over the Common  Stock,  in the event of
voluntary  or  involuntary  liquidation,  dissolution  or  winding  up, to share
ratably in the remaining net assets of the Corporation.

          Clause 6.033. Voting Rights. The holders of shares of Common Stock are
entitled  to cast one (1) vote for each share of Common  Stock  standing in such
shareholder's name on the books of the Corporation, on each matter voted on at a
shareholders' meeting.

          Clause 6.034. Conversion of Class B Common Stock. Immediately upon the
filing of these Restated  Articles of Incorporation  with the Secretary of State
of the State of Indiana,  every issued and  outstanding  share of Class B Common
Stock,  without par value,  of the  Corporation  ("Class B Common  Stock") shall
become and be deemed to be, and shall  automatically  convert into, one share of
Common Stock.  All shares  previously  designated  "Class A Common Stock" shall,
thereafter,  be designated  "Common Stock."  Certificates  for shares of Class A
Common Stock or Class B Common Stock  previously  issued and  outstanding on the
date of such filing shall thereafter represent only shares of Common Stock.

     Section 6.04.  Issuance of Shares.  The Board of Directors has authority to
authorize  and direct the  issuance by the  Corporation  of shares of  Preferred
Stock and Common Stock at such times, in such amounts, to such persons, for such
considerations  and upon such terms and conditions as it may, from time to time,
determine upon,  subject only to the restrictions,  limitations,  conditions and
requirements  imposed by the Act,  other  applicable  laws and these Articles of
Incorporation, as the same may, from time to time, be amended.

     Section  6.05.  Distribution  Upon  Shares.  The  Board  of  Directors  has
authority  to authorize  and direct the payment of  dividends  and the making of
other  distributions by the Corporation in respect of the issued and outstanding
shares of Preferred Stock and Common Stock (i) without obtaining the affirmative
vote or the written  consent of the holders of the shares of the class or series
in which the payment or  distribution  is to be made, and (ii) at such times, in
such amount and forms,  from such sources and upon such terms and  conditions as
it may, from time to time,  determine  upon,  subject only to the  restrictions,
limitations,  conditions and  requirements  imposed by the Act, other applicable
laws and these Articles of Incorporation, as the same may, from time to time, be
amended.  Cash  dividends  paid with  respect to shares of Common Stock shall be
paid in equal amounts upon each share of Common Stock.

     Section 6.06.  Acquisition of Shares.  The Board of Directors has authority
to authorize and direct the  acquisition  by the  Corporation  of the issued and
outstanding  shares of Preferred  Stock and Common Stock at such times,  in such
amounts, from such persons, for such considerations,  from such sources and upon
such terms and conditions as it may, from time to time,  determine upon, subject
only to the restrictions,  limitations,  conditions and requirements  imposed by
the Act, other applicable laws and these Articles of Incorporation,  as the same
may, from time to time, be amended.

     Section 6.07.  Recognition  Procedure for Beneficial Ownership of Shares or
Rights.  The Board of  Directors  may  establish  in the Code of  By-Laws of the
Corporation a recognition  procedure by which the beneficial  owner of any share
or right of the  Corporation  that is registered on the books of the Corporation
in the  name of a  nominee  is  recognized  by the  Corporation,  to the  extent
provided in any such recognition procedure, as the owner thereof.

     Section 6.08.  Disclosure  Procedure for Beneficial  Ownership of Shares or
Rights.  In  order  to more  effectively  deal  with  transactions  which,  when
consummated,  would result in a change of control of the Corporation,  the Board
of Directors  may  establish in the  Corporation's  Code of By-Laws a disclosure
procedure by which the name of the beneficial owner of any share or right of the
Corporation  that is registered on the books of the Corporation in the name of a
nominee shall, to the extent not prohibited by the Act or other applicable laws,
be disclosed to the  Corporation.  Any disclosure  procedure  established by the
Board of  Directors  may  include  reasonable  sanctions  to  ensure  compliance
therewith,  including  without  limitation (i)  prohibiting  the voting of, (ii)
providing for mandatory or optional  reacquisition  by the  Corporation  of, and
(iii)  the  withholding  or  payment  into  escrow  of  any  dividend  or  other
distribution  in respect of, any share or right of the  Corporation  as to which
the name of the beneficial owner is not disclosed to the Corporation as required
by such disclosure procedure.

     Section 6.09. No  Pre-emptive  Rights.  The holders of the Common Stock and
the holders of the Preferred  Stock or any series of the  Preferred  Stock shall
have no  pre-emptive  rights to  subscribe  to or purchase  any shares of Common
Stock, Preferred Stock or other securities of the Corporation.

     Section 6.10. Record Ownership of Shares or Rights. The Corporation, to the
extent permitted by law, shall be entitled to treat the person in whose name any
share or right of the  Corporation is registered on the books of the Corporation
as the owner thereof for all  purposes,  and shall not be bound to recognize any
equitable or any other claim to, or interest in, such share or right on the part
of any other person, whether or not the Corporation shall have notice thereof.

                                    ARTICLE 7

                                    Directors

     Section 7.01.  Number. The number of Directors of the Corporation shall not
be less than five (5) nor more than twelve (12),  as may be specified  from time
to  time  by  resolution  adopted  by a  majority  of the  total  number  of the
Corporation's  Directors.  If and  whenever  the  Board  of  Directors  has  not
specified the number of Directors,  the number shall be five (5). Directors need
not be Shareholders of the Corporation.  There shall be no cumulative  voting by
Shareholders  of any  class  or  series  in the  election  of  Directors  of the
Corporation.

     Section 7.02. Classification.  Commencing with the election of Directors at
the Annual  Meeting of  Shareholders  to be held following the fiscal year ended
June 2001, the Board of Directors shall be divided into three (3) classes,  with
the term of office of one (1) class expiring each year.  The initial  assignment
of each  Director  nominee to each  class  shall be  determined  by the Board of
Directors so as to make all classes as nearly  equal in number as possible.  The
first  class  shall hold  office for a term  expiring  at the Annual  Meeting of
Shareholders following the six-month transition period ending December 2001, the
directors  of the second  class  shall hold  office for a term  expiring  at the
Annual Meeting of  Shareholders  following the year ended December 2002, and the
directors of the third class shall hold office for a term expiring at the Annual
Meeting of Shareholders  following the year ended December 2003. Commencing with
the Annual Meeting of  Shareholders  following the six-month  transition  period
ended December 2001,  each class of directors whose term shall then expire shall
be elected to hold office for a three-year  term.  In the case of any vacancy on
the Board of Directors, including a vacancy created by an increase in the number
of  Directors,  the  vacancy  shall be  filled  only by a  majority  vote of the
Continuing  Directors with the Director so elected to serve for the remainder of
the  term of the  Director  being  replaced  or,  in the  case of an  additional
Director,  for the  remainder of the term of the class to which the Director has
been  assigned.  All Directors  shall  continue in office until the election and
qualification  of their  respective  successors  in  office.  When the number of
Directors  is  changed,  subject to the  rights of the  holders of any series of
Preferred   Stock,   any  newly  created   directorships   or  any  decrease  in
directorships  shall be so  assigned  among the  classes  by a  majority  of the
Continuing  Directors then in office,  though less than a quorum,  so as to make
all classes as nearly equal in number as possible.  No decrease in the number of
Directors  shall  have  the  effect  of  shortening  the  term of any  incumbent
Director.  A  "Continuing  Director"  means any Director  then serving who was a
member of the Corporation's Board of Directors on September 30, 2001, or who was
recommended for appointment or election (before such person's initial assumption
of  office  as a  Director)  by a  majority  of the  Continuing  Directors  or a
nominating committee of the Board consisting solely of Continuing Directors.

     Section 7.03.  Removal.  Subject to the rights of the holders of any series
of Preferred Stock then outstanding, Directors may be removed from office at any
time,  with or  without  cause,  by the  affirmative  vote of the  holders  of a
majority  of the  voting  power of all of the  shares of the class or classes of
Common Stock, or series of Preferred Stock, that elected them.  Directors may be
removed by the Board of Directors  only for cause.  For purposes of this Section
7.03,  the  term  "cause"  means  an act or acts  of  dishonesty  by a  Director
constituting a felony under  applicable law and resulting or intending to result
directly or  indirectly  in  improper  gain to or  personal  enrichment  of such
Director at the Corporation's expense.

     Section   7.04.   Shareholder   Nomination  of  Director   Candidates   and
Introduction  of Business.  Advance  notice of Shareholder  nominations  for the
election of Directors and of business to be brought by  Shareholders  before any
meeting  of the  Shareholders  of the  Corporation  shall be given in the manner
provided in the Corporation's Code of By-Laws.

     Section 7.05. Calling of Special Shareholder Meetings.  Special meetings of
the  Shareholders  of the  Corporation may only be called by the Chairman of the
Board of Directors or by the Board of Directors pursuant to a resolution adopted
by a majority of the total number of Directors of the Corporation.


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     Section 7.06.  Code of By-Laws.  The Board of Directors of the  Corporation
shall  have  power,  without  the assent or vote of the  Shareholders,  to make,
alter, amend or repeal the Code of By-Laws of the Corporation by the affirmative
vote of a number of Directors equal to a majority of the number who constitute a
full Board of Directors at the time of such action.  Shareholders shall not have
any power to make, alter, amend or repeal the Corporation's Code of By-Laws.

     Section 7.07.  Factors to be Considered by Board.  In addition to any other
considerations  which the Board of Directors may lawfully take into account,  in
determining  whether to take or to refrain from taking  corporate  action on any
matter,  including  making  or  declining  to  make  any  recommendation  to the
Shareholders  of the  Corporation,  the Board of Directors may in its discretion
consider the long-term as well as short-term  best interests of the  Corporation
(including  the  possibility  that  these  interests  may be best  served by the
continued independence of the Corporation), taking into account, and weighing as
the Directors deem  appropriate,  the social and economic effects of such action
on present and future employees, suppliers, customers of the Corporation and its
subsidiaries,  the effect upon  communities in which offices or other facilities
of the Corporation are located,  and the effect on the Corporation's  ability to
fulfill its corporate obligations,  and any other factors the Directors consider
pertinent.

     Section  7.08.   Authorized  Board  Actions.  In  furtherance  and  not  in
limitation of the powers conferred by law or in these Articles of Incorporation,
as the same may, from time to time, be amended,  the Board of Directors (and any
committee  of the Board of  Directors)  is expressly  authorized,  to the extent
permitted by law, to take such action or actions as the Board or such  committee
may  determine to be  reasonably  necessary or  desirable to (A)  encourage  any
person to enter into  negotiations with the Board of Directors and management of
the Corporation with respect to any transaction  which may result in a change in
control of the Corporation  which is proposed or initiated by such person or (B)
contest  or oppose any such  transaction  which the Board of  Directors  or such
committee determines to be unfair, abusive or otherwise undesirable with respect
to the Corporation and its business, assets or properties or the Shareholders of
the Corporation,  including,  without limitation,  the adoption of such plans or
the issuance of such rights, options,  capital stock, notes, debentures or other
evidences of indebtedness or other securities of the Corporation (which issuance
may be with or  without  consideration,  and may (but need  not) be  issued  pro
rata), which rights,  options,  capital stock, notes,  evidences of indebtedness
and other  securities (i) may be  exchangeable  for or convertible  into cash or
other  securities on such terms and conditions as may be determined by the Board
or such  committee and (ii) may provide for the treatment of any holder or class
of holders thereof designated by the Board of Directors or any such committee in
respect of the terms, conditions, provisions and rights of such securities which
is different from, and unequal to, the terms, conditions,  provisions and rights
applicable  to all other holders  thereof.  For purposes of this Section 7.08, a
"person" shall include an individual,  a group acting in concert, a corporation,
a partnership, an association, a joint venture, a pool, a joint stock company, a
trust, an  unincorporated  organization or similar  company,  a syndicate or any
other  group  formed for the  purpose of  acquiring,  holding  or  disposing  of
securities.


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     Section 7.09. Amendment, Repeal.  Notwithstanding anything contained in the
Articles  of  Incorporation  or the Code of  By-Laws of the  Corporation  to the
contrary  and  notwithstanding  that  a  lesser  percentage  or no  vote  may be
specified by law, but in addition to any affirmative  vote of the holders of any
particular  class or series of capital stock of the Corporation  required by law
or any Preferred Stock  Designation,  the affirmative  vote of the holders of at
least 80% of the voting  power of all of the  then-outstanding  shares of Voting
Stock,  voting  together as a single class,  shall be required to alter,  amend,
change or repeal this Article 7.


                                    ARTICLE 8

                Provisions for Regulation of Business and Conduct
                            of Affairs of Corporation

     Section 8.01. Amendments of Articles of Incorporation.  Except as otherwise
provided in Article 7 hereof, the Corporation  reserves the right to increase or
decrease the number of its authorized  shares,  or any class or series  thereof,
and to reclassify the same, and to amend,  alter, change or repeal any provision
contained in these Articles of Incorporation, or any amendment hereto, or to add
any provision to these Articles of Incorporation or to any amendment  hereto, in
any manner now or  hereafter  prescribed  or  permitted  by the Act or any other
applicable  laws,  and  all  rights  and  powers  conferred  upon  Shareholders,
Directors and/or Officers in these Articles of  Incorporation,  or any amendment
hereto,  are granted  subject to this reserve power. No Shareholder has a vested
property right resulting from any provision in these Articles of  Incorporation,
or any  amendment  hereto,  or  authorized  to be in the Code of  By-Laws of the
Corporation or these Articles of  Incorporation by the Act,  including,  without
limitation,  provisions  relating to  management,  control,  capital  structure,
dividend entitlement, or purpose or duration of the Corporation.

     Section 8.02.  Action by Shareholders.  Meetings of the Shareholders of the
Corporation shall be held at such place, within or without the State of Indiana,
as  may be  specified  in the  Code  of  By-Laws  of the  Corporation  or in the
respective  notices,  or waivers  of notice,  thereof.  Any action  required  or
permitted to be taken at any meeting of the  Shareholders may be taken without a
meeting if a consent in writing  setting  forth the action so taken is signed by
all the  Shareholders  entitled to vote with respect  thereto,  and such written
consent is filed with the minutes of the proceedings of the Shareholders.

     Section 8.03.  Action by  Directors.  Meetings of the Board of Directors of
the Corporation or any committee thereof shall be held at such place,  within or
without the State of Indiana,  as may be specified in the Code of By-Laws of the
Corporation or in the respective  notices,  or waivers of notice,  thereof.  Any
action  required  or  permitted  to be  taken  at any  meeting  of the  Board of
Directors,  or of any  committee  thereof,  may be taken  without a meeting if a
consent in writing setting forth the action so taken is signed by all members of
the  Board of  Directors  or of such  committee,  as the  case may be,  and such
written  consent is filed with the minutes of the  proceedings  of such Board or
committee.

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     Section 8.04. Places of Keeping of Corporate Records. The Corporation shall
keep at its principal  office a copy of (1) its Articles of  Incorporation,  and
all amendments  thereto  currently in effect;  (2) its Code of By-Laws,  and all
amendments  thereto  currently  in effect;  (3)  minutes of all  meetings of the
Shareholders  and records of all  actions  taken by the  Shareholders  without a
meeting  (collectively,  "Shareholders  Minutes") for the prior three years; (4)
all written  communications by the Corporation to the Shareholders including the
financial   statements   furnished  by  the  Corporation  to  the   Shareholders
("Shareholder  Communications")  for the prior  three  years;  (5) a list of the
names and business  addresses of the current  Directors and the current Officers
of the Corporation;  and (6) the most recent Annual Report of the Corporation as
filed with the Secretary of State of Indiana.  The  Corporation  shall also keep
and maintain at its principal office, or at such other place or places within or
without the State of Indiana as may be provided,  from time to time, in the Code
of By-Laws,  (1) minutes of all meetings of the Board of  Directors  and of each
committee  of such  Board,  and  records  of all  actions  taken by the Board of
Directors and by each committee  without a meeting;  (2) appropriate  accounting
records  of the  Corporation;  (3) a record of the  Shareholders  in a form that
permits   preparation  of  a  list  of  the  names  and  addresses  of  all  the
Shareholders,  in alphabetical order,  stating the number of shares held by each
Shareholder;  and (4) Shareholders Minutes for periods preceding the prior three
years.  All of the records of the  Corporation  described  in this  Section 8.04
(collectively,  the "Corporate  Records") shall be maintained in written form or
in another  form  capable of  conversion  into  written form within a reasonable
time.

     Section 8.05. Limitation of Liability and Reliance on Corporate Records and
Other Information.

          Clause 8.051. General Limitation. No Director, member of any committee
     of the Board of Directors,  or of another committee appointed by the Board,
     Officer, employee or agent of the Corporation ("Corporate Person") shall be
     liable for any loss or damage if, in taking or  omitting to take any action
     causing such loss or damage,  either (1) such Corporate Person acted (A) in
     good  faith,  (B) with  the care an  ordinarily  prudent  person  in a like
     position would have  exercised  under similar  circumstances,  and (C) in a
     manner such Corporate Person reasonably  believed was in the best interests
     of the Corporation,  or (2) such Corporate Person's breach of or failure to
     act in  accordance  with the  standards  of  conduct  set  forth in  Clause
     8.051(1)  above (the  "Standards  of Conduct") did not  constitute  willful
     misconduct or recklessness.

          Clause 8.052. Reliance on Corporate Records and Other Information. Any
     Corporate  Person  shall be fully  protected,  and  shall be deemed to have
     complied  with the  Standards  of Conduct,  in relying in good faith,  with
     respect  to any  information  contained  therein,  upon  (1) the  Corporate
     Records,  or (2) information,  opinions,  reports or statements  (including
     financial statements and other financial data) prepared or presented by (A)
     one or more other Corporate  Persons whom such Corporate Person  reasonably
     believes to be  competent  in the  matters  presented,  (B) legal  counsel,
     public  accountants  or other  persons  as to matters  that such  Corporate
     Person reasonably believes are within such person's  professional or expert
     competence,  (C) a committee of the Board of  Directors or other  committee
     appointed by the Board of Directors,  of which such Corporate Person is not
     a member,  if such Corporate Person  reasonably  believes such committee of
     the Board of Directors or such appointed  committee merits  confidence,  or
     (D) the Board of Directors,  if such Corporate Person is not a Director and
     reasonably believes that the Board merits confidence.

     Section  8.06.  Interest of Directors in  Contracts.  Any contract or other
transaction  between  the  Corporation  and  (i)  any  Director,   or  (ii)  any
corporation,  unincorporated  association,  business trust, estate, partnership,
trust,  joint venture,  individual or other legal entity ("Legal Entity") (A) in
which any Director has a material financial interest or is a general partner, or
(B) of which any Director is a director,  officer, or trustee  (collectively,  a
"Conflict Transaction"),  shall be valid for all purposes, if the material facts
of the Conflict  Transaction and the Director's interest were disclosed or known
to the Board of Directors,  a committee of the Board of Directors with authority
to act thereon, or the Shareholders  entitled to vote thereon,  and the Board of
Directors, such committee or such Shareholders authorized,  approved or ratified
the Conflict  Transaction.  A Conflict  Transaction is  authorized,  approved or
ratified:

     (1) By the  Board  of  Directors  or such  committee,  if it  receives  the
     affirmative vote of a majority of the Directors who have no interest in the
     Conflict  Transaction,  notwithstanding the fact that such majority may not
     constitute  a  quorum  or a  majority  of the  Board of  Directors  or such
     committee  or a  majority  of the  Directors  present at the  meeting,  and
     notwithstanding  the presence or vote of any Director who does have such an
     interest;   provided,   however,   that  no  Conflict  Transaction  may  be
     authorized, approved or ratified by a single Director; and

     (2) By such  Shareholders,  if it  receives  the vote of a majority  of the
     shares  entitled to be counted,  in which vote shares  owned or voted under
     the  control of any  Director  who,  or of any Legal  Entity  that,  has an
     interest in the Conflict  Transaction  may be counted;  provided,  however,
     that a majority of such shares,  whether or not present, shall constitute a
     quorum for the purpose of  authorizing,  approving  or ratifying a Conflict
     Transaction.

This Section 8.06 shall not be construed to require authorization,  ratification
or approval by the  Shareholders of any Conflict  Transaction,  or to invalidate
any  Conflict  Transaction  that would  otherwise  be valid under the common and
statutory law applicable thereto.

     Section 8.07.  Compensation of Directors.  The Board of Directors is hereby
specifically authorized, in and by the Code of By-Laws of the Corporation, or by
resolution  duly  adopted  by such  Board,  to  make  provision  for  reasonable
compensation  to its members for their  services  as  Directors,  and to fix the
basis and conditions upon which such compensation shall be paid. Any Director of
the Corporation may also serve the Corporation in any other capacity and receive
compensation therefor in any form.


<PAGE>



     Section  8.08.  Direction of Purposes and Exercise of Powers by  Directors.
The Board of  Directors,  subject to any specific  limitations  or  restrictions
imposed by the Act or these  Articles of  Incorporation,  as the same may,  from
time to time,  be amended,  shall  direct the  carrying  out of the purposes and
exercise  the  powers of the  Corporation,  without  previous  authorization  or
subsequent approval by the Shareholders of the Corporation.


                                    ARTICLE 9

                                 Indemnification

     Section 9.01.  General.  The  Corporation  shall,  to the fullest extent to
which it is empowered to do so by the Act, or any other applicable laws, as from
time to time in  effect,  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal,  by reason of the fact that he is or was a Director,
Officer,  employee or agent of the  Corporation,  or who,  while serving as such
Director,  Officer,  employee or agent of the Corporation,  is or was serving at
the  request  of the  Corporation  as a  director,  officer,  partner,  trustee,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee  benefit plan or other  enterprise,  whether for profit or not, against
expenses (including counsel fees), judgments,  settlements,  penalties and fines
(including  excise  taxes  assessed  with  respect to  employee  benefit  plans)
actually or reasonably  incurred by him in accordance with such action,  suit or
proceeding, if he acted in good faith and in a manner he reasonably believed, in
the case of conduct in his official  capacity,  was in the best  interest of the
Corporation,  and in all other cases,  was not opposed to the best  interests of
the  Corporation,  and, with respect to any criminal  action or  proceeding,  he
either had  reasonable  cause to believe his conduct was lawful or no reasonable
cause to believe his conduct was unlawful.  The termination of any action,  suit
or proceeding by judgment,  order,  settlement or conviction,  or upon a plea of
nolo  contendere or its equivalent,  shall not, of itself,  create a presumption
that the person did not meet the prescribed standard of conduct.

     Section  9.02.  Authorization  of  Indemnification.  To the  extent  that a
Director,  Officer, employee or agent of the Corporation has been successful, on
the merits or  otherwise,  in the  defense  of any  action,  suit or  proceeding
referred  to in Section  9.01 of this  Article,  or in the defense of any claim,
issue or matter  therein,  the  Corporation  shall indemnify such person against
expenses  (including  counsel  fees)  actually and  reasonably  incurred by such
person in connection therewith.  Any other indemnification under Section 9.01 of
this Article (unless  ordered by a court) shall be made by the Corporation  only
as authorized in the specific case, upon a determination that indemnification of
the Director,  Officer,  employee or agent is permissible  in the  circumstances
because he has met the applicable standard of conduct.  Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum  consisting
of  Directors  who  were  not at the  time  parties  to  such  action,  suit  or
proceeding;  or (2) if a quorum cannot be obtained under  subdivision  (1), by a
majority vote of a committee duly designated by the Board of Directors (in which
designation Directors who are parties may participate), consisting solely of two
or more Directors not at the time parties to such action, suit or proceeding; or
(3) by special  legal  counsel:  (A)  selected by the Board of  Directors or its
committee in the manner prescribed in subdivision (1) or (2), or (B) if a quorum
of the  Board of  Directors  cannot  be  obtained  under  subdivision  (1) and a
committee  cannot be designated under  subdivision  (2),  selected by a majority
vote of the full  Board of  Directors  (in  which  selection  Directors  who are
parties may  participate);  or (4) by the  Shareholders,  but shares owned by or
voted under the control of Directors who are at the time parties to such action,
suit or proceeding may not be voted on the determination.

     Authorization of  indemnification  and evaluation as to  reasonableness  of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if the  determination  is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those entitled under subsection (3)
to select counsel.

     Section 9.03. Good Faith Defined.  For purposes of any determination  under
Section  9.01 of this  Article 9, a person shall be deemed to have acted in good
faith and to have otherwise met the applicable  standard of conduct set forth in
Section  9.01 if his  action  is based on  information,  opinions,  reports,  or
statements, including financial statements and other financial data, if prepared
or presented by (1) one or more  Officers or  employees  of the  Corporation  or
another  enterprise whom he reasonably  believes to be reliable and competent in
the matters  presented;  (2) legal counsel,  public  accountants,  appraisers or
other  persons as to  matters he  reasonably  believes  are within the  person's
professional or expert competence;  or (3) a committee of the Board of Directors
of the Corporation or another  enterprise of which the person is not a member if
he  reasonably  believes the  committee  merits  confidence.  The term  "another
enterprise" as used in this Section 9.03 shall mean any other corporation or any
partnership,  joint venture, trust, employee benefit plan or other enterprise of
which such  person is or was  serving at the  request  of the  Corporation  as a
director,  officer,  partner, trustee, employee or agent. The provisions of this
Section  9.03  shall not be deemed  to be  exclusive  or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standards of conduct set forth in Section 9.01 of this Article 9.

     Section  9.04.  Payment  of  Expenses  in  Advance.  Expenses  incurred  in
connection with any civil or criminal  action,  suit or proceeding shall be paid
for or reimbursed by the Corporation in advance of the final disposition of such
action,  suit or  proceeding,  as  authorized  in the specific  case in the same
manner  described  in Section  9.02 of this  Article,  upon receipt of a written
affirmation of the Director, Officer, employee or agent's good faith belief that
he has met the standard of conduct described in Section 9.01 of this Article and
upon receipt of a written undertaking by or on behalf of the Director,  Officer,
employee or agent to repay such amount if it shall ultimately be determined that
he did not meet the  standard  of  conduct  set forth in this  Article  9, and a
determination   is  made  that  the  facts  then  known  to  those   making  the
determination would not preclude indemnification under this Article 9.

     Section 9.05.  Provisions Not Exclusive.  The  indemnification  provided by
this Article shall not be deemed exclusive of any other rights to which a person
seeking  indemnification  may be entitled under these Articles of Incorporation,
the Corporation's  Code of By-Laws,  any resolution of the Board of Directors or
Shareholders,  any other  authorization,  whenever  adopted,  after notice, by a
majority vote of all Voting Stock then outstanding,  or any contract, both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
Director,  Officer,  employee  or agent,  and shall  inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 9.06. Vested Right to Indemnification.  The right of any individual
to  indemnification  under this Article  shall vest at the time of occurrence or
performance  of any event,  act or omission  giving rise to any action,  suit or
proceeding of the nature referred to in Section 9.01 of this Article 9 and, once
vested,  shall  not later be  impaired  as a result  of any  amendment,  repeal,
alteration  or  other   modification   of  any  or  all  of  these   provisions.
Notwithstanding the foregoing,  the indemnification  afforded under this Article
shall be  applicable  to all alleged  prior acts or omissions of any  individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions  may have occurred  prior to the adoption of this  Article.  To the
extent  such  prior  acts or  omissions  cannot be deemed to be  covered by this
Article 9, the right of any individual to  indemnification  shall be governed by
the  indemnification  provisions  in  effect at the time of such  prior  acts or
omissions.

     Section  9.07.  Insurance.   The  Corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a Director, Officer, employee or
agent  of  the  Corporation,  or who is or was  serving  at the  request  of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise,  against any  liability  asserted  against or incurred by the
individual  in that  capacity  or  arising  from the  individual's  status  as a
Director,  Officer, employee or agent, whether or not the Corporation would have
power to indemnify the individual against the same liability under this Article.

     Section  9.08.  Additional  Definitions.  For  purposes  of  this  Article,
"serving  an employee  benefit  plan at the  request of the  Corporation"  shall
include any service as a Director, Officer, employee or agent of the Corporation
which  imposes  duties  on, or  involves  services  by such  Director,  Officer,
employee,  or agent with respect to an employee benefit plan, its  participants,
or beneficiaries. A person who acted in good faith and in a manner he reasonably
believed to be in the best interests of the participants and beneficiaries of an
employee  benefit plan shall be deemed to have acted in a manner "not opposed to
the best interest of the Corporation" referred to in this Article.

     For purposes of this Article, "party" includes any individual who is or was
a plaintiff,  defendant or respondent in any action, suit or proceeding,  or who
is threatened to be made a named defendant or respondent in any action,  suit or
proceeding.

     For purposes of this Article,  "official  capacity," when used with respect
to a Director,  shall mean the office of director of the  Corporation;  and when
used with respect to an individual other than a Director,  shall mean the office
in the Corporation held by the Officer or the employment or agency  relationship
undertaken by the employee or agent on behalf of the Corporation.

     "Official  capacity"  does not  include  service  for any other  foreign or
domestic corporation or any partnership,  joint venture, trust, employee benefit
plan, or other enterprise, whether for profit or not.

     Section  9.09.  Payments  a  Business  Expense.  Any  payments  made to any
indemnified party under this Article or under any other right to indemnification
shall  be  deemed  to be an  ordinary  and  necessary  business  expense  of the
Corporation,  and payment  thereof shall not subject any person  responsible for
the payment, or the Board of Directors,  to any action for corporate waste or to
any similar action.

     Section 9.10.  Limitation.  Notwithstanding  any provision of this Article,
without  advance  specific  approval by the Board of  Directors,  no employee or
agent of the  Corporation  who may be  entitled  to  indemnification  under this
Article 9, and who was not a Director  or Officer at the time of the event,  act
or omission giving rise to a claim for indemnity hereunder, shall be entitled to
indemnity hereunder if such person is or has been a plaintiff or claimant in any
action,  suit or proceeding  against the Corporation,  or any of its Officers or
Directors, involving conduct in their capacities as such.