BLS

BELLSOUTH CORPORATION
AMENDED AND RESTATED
ARTICLES OF INCORPORATION

Incorporated Under the Laws
of the State of Georgia
on October 13, 1983

Amended and Restated by the Board of Directors February 23, 1998
Filed with the Secretary of State March 12, 1998

***

Amendments:

Adopted by Shareholders April 27, 1998
Filed with the Secretary of State May 8, 1998

Adopted by Board of Directors November 23, 1998
Filed with the Secretary of State December 11, 1998

Articles of Correction (to May 8, 1998 filing)
Filed with the Secretary of State December 11, 1998

Adopted by Board of Directors November 22, 1999
(to be effective December 11, 1999)
Filed with the Secretary of State December 10, 1999

Secretary's Department
19A01 Campanile Building
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610


AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BELLSOUTH CORPORATION

1.

The name of the Corporation is BellSouth Corporation.

2.

The Corporation is organized pursuant to the provisions of the
Georgia Business Corporation Code.

3.

The Corporation shall have perpetual duration.

4.

The purposes for which the Corporation is organized are:

(1) To act as a holding company for the stock of companies
engaged in the telephone and other communications businesses; and

(2) To conduct any business and engage in any activities not
specifically prohibited to corporations for profit under the laws
of the State of Georgia; and the Corporation shall have all the
powers necessary to conduct such businesses and engage in such
activities, including, but not limited to, the powers enumerated
in the Georgia Business Corporation Code or any amendment
thereto.

5.

The aggregate number of shares of stock which the Corporation is
authorized to issue is 4,500,000,000 shares, consisting of 4,400,000,000
shares of Common Stock having a par value of $1 per share and 100,000,000
shares of First Preferred Stock having a par value of $1 per share.

The Common Stock shall be deemed to be stock entitled to vote within
the


meaning of any of the provisions of the laws of the State of Georgia, and
each holder of Common Stock shall, at every meeting of stockholders, be
entitled to one vote, in person or by proxy, for each share of such stock
held by such holder.

The authorized but unissued shares of First Preferred Stock and
Common Stock shall be available for issue and sale at any time and from
time to time, either in whole or in part, and upon such terms and
conditions and for such consideration, not less than the par value
thereof, as may be provided by the Board of Directors of the Corporation
or, if authorized by the By-laws of the Corporation, the Executive
Committee of the Board of Directors.

The Corporation may issue fractional shares in connection with any
dividend reinvestment plan and for any other legitimate corporate purposes
permitted by the Georgia Business Corporation Code.

The following is a description of the terms, provisions, preferences,
rights, voting powers, restrictions and limitations of the First Preferred
Stock:

A. Dividends on the First Preferred Stock shall be cumulative.

B. The First Preferred Stock shall rank superior to the Common Stock
both as to the payment of dividends (other than dividends payable solely
in shares of Common Stock) and as to amounts distributable upon the
voluntary or involuntary liquidation of the Corporation.

C. At any time after full cumulative dividends for all previous
dividend periods shall have been paid on the First Preferred Stock and
each other class of stock ranking superior to or in parity with the First
Preferred Stock as to dividends, and after declaring and making provision
for the payment in full of the quarterly dividends for the current
dividend period on the First Preferred Stock and on each other class of
stock ranking superior to or in parity with the First Preferred Stock as
to dividends, and after all requirements with respect to any purchase,
retirement or sinking fund or funds for all series of the First Preferred
Stock and each other class of stock ranking superior to or in parity with
the First Preferred Stock have been complied with, then, but not prior
thereto, out of any funds of the Corporation lawfully available therefor,
dividends may be declared and paid on the class or classes of stock junior
to the First Preferred Stock as to dividends, subject to the respective
terms and provisions applying thereto. The provisions of this paragraph
shall not be applicable to dividends payable solely in shares of Common
Stock to holders of the Common Stock. If at any time the Corporation shall
fail to pay full cumulative dividends on any shares of the First Preferred
Stock or on any other class of stock ranking superior to or in parity with
the First Preferred Stock, or if at any time the Corporation shall be in
default under the requirements with respect to any purchase, retirement or
sinking fund or funds applicable to any series of the First Preferred
Stock or any other class of stock ranking superior to or in parity with
the First Preferred Stock, thereafter until


such dividends shall have been paid or declared and set apart for payment
and any other such default remedied, the Corporation shall not purchase,
redeem, or otherwise acquire for consideration any shares of any class of
stock then outstanding and ranking in parity with or junior to the First
Preferred Stock.

D. In the event of any voluntary or involuntary liquidation of the
Corporation, after payment or provision for payment of the debts and other
liabilities of the Corporation, after making provision for preferred stock
superior to the First Preferred Stock as to payments upon liquidation and
before any distribution to the holders of the Common Stock or any
subordinate preferred stock, the holders of each series of the First
Preferred Stock shall be entitled to receive out of the net assets of the
Corporation an amount in cash for each share equal to the amount fixed and
determined by the Board of Directors in the resolution providing for the
issuance of the particular series of First Preferred Stock, plus all
dividends accumulated and unpaid on each such share of First Preferred
Stock up to the date fixed for distribution, and no more. If the amount
payable to the holders of the First Preferred Stock cannot be paid in
full, the holders of the shares of First Preferred Stock shall share
ratably in any distribution of assets in proportion to the sums which
would have been paid to them upon such distribution if all sums payable to
holders of the First Preferred Stock and all classes of stock in parity
with the First Preferred Stock were paid and discharged in full. For the
purposes of this paragraph, the voluntary sale, conveyance, lease,
exchange or transfer of all or substantially all the property or assets of
the Corporation or a consolidation or merger of the Corporation with one
or more other corporations (whether or not the Corporation is the
corporation surviving such consolidation or merger) shall not be deemed to
be a voluntary or involuntary liquidation.

E. For purposes hereof, any class or classes of stock shall be deemed
to rank (i) superior to the First Preferred Stock, either as to dividends
or as to distributions in liquidation, if the holders of such class or
classes shall be entitled to the receipt of dividends or to the receipt of
amounts distributable upon liquidation or the Corporation, as the case may
be, in preference or priority to the holders of the First Preferred Stock;
(ii) in parity with the First Preferred Stock, either as to dividends or
as to distributions in liquidation, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per share
thereof be different from those of the First Preferred Stock, if the
holders of such class or classes of stock shall be entitled to the receipt
of dividends or to the receipt of amounts distributable upon liquidation
of the Corporation, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority one
over the other with respect to the holders of the First Preferred Stock;
and (iii) junior to the First Preferred Stock, either as to dividends or
as to distributions in liquidation, if the rights of the holders of such
class or classes shall be subject or subordinate to the rights of the
holders of the First Preferred Stock in respect of receipt of dividends
(other than dividends payable in shares of Common Stock) or to the receipt
of amounts distributable upon liquidation of the Corporation, as the case
may be.


F. All shares of First Preferred Stock shall be identical except that
the Board of Directors of the Corporation is hereby expressly authorized
and empowered to divide the First Preferred Stock into one or more series,
and, prior to the issuance of any of such shares in any particular series,
to fix and determine, in the manner provided by law, the following
provisions of such series:

(a) The distinctive designation of such series and the number of
shares to be included in such series;

(b) The rate of dividend, the times of payment and the date from
which the dividends shall be accumulated;

(c) Whether shares can be redeemed and, if so, the redemption
price and the terms and conditions of redemption;

(d) The amount payable upon shares in the event of voluntary or
involuntary liquidation;

(e) Purchase, retirement or sinking fund provisions, if any, for
the redemption or purchase of shares;

(f) The terms and conditions, if any, on which shares may be
converted;

(g) Whether or not shares have voting rights, and the extent of
any such voting rights, which rights may include, without
limitation, the right to vote generally with the Common Stock
for the election of members of the Board of Directors and on
other matters and/or the right, either generally or upon the
occurrence of specified circumstances, to vote specially as a
class for the election of one or more members of the Board of
Directors; and

(h) Any other preferences, rights, restrictions and
qualifications of shares of such class or series, permitted
by law and these Articles of Incorporation.

G. After the Board of Directors of the Corporation has established a
series in accordance with the terms of applicable law and these Articles
of Incorporation, the Board of Directors may at any time and from time to
time increase or decrease the number of shares contained in such series,
but not below the number of shares thereof then issued, by adopting a
resolution making such change.

H. Each share of First Preferred Stock within an individual series
shall be identical in all respects with the other shares of such series,
except as to the date, if any, from which dividends thereon shall
accumulate.


5A. SERIES A FIRST PREFERRED STOCK

DESIGNATION AND AMOUNT. There shall be a series of the First Preferred
Stock designated as "Series A First Preferred Stock". The number of shares
constituting such series shall be 100 and such series shall have the
preferences, limitations and relative rights set forth below.

Section 1. DIVIDENDS AND DISTRIBUTIONS.

(A) Subject to the prior and superior rights of the holders of any
shares of any other series of First Preferred Stock or any other shares of
preferred stock of the Corporation ranking prior and superior to the
shares of Series A First Preferred Stock with respect to dividends, each
holder of one one-hundredth (1/100) of a share (a "Unit") of Series A
First Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for that
purpose, (i) quarterly dividends payable in cash on the first day of
January, April, July, and October in each year (each such date being a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of such Unit of Series A
First Preferred Stock, in an amount per Unit (rounded to the nearest cent)
equal to the greater of (a) $.63 or (b) subject to the provision for
adjustment hereinafter set forth, the aggregate per share amount of all
cash dividends declared on shares of the Common Stock of the Corporation,
par value $1.00 per share (the "Common Stock"), since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series A First Preferred Stock, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in
kind) on each Quarterly Dividend Payment Date in an amount per Unit equal
to the aggregate per share amount of all non-cash dividends or other
distributions (other than a dividend payable in shares of Common Stock or
a subdivision of the outstanding shares of Common Stock, by
reclassification or otherwise) declared on shares of Common Stock since
the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first
issuance of a Unit of Series A First Preferred Stock. In the event that
the Corporation shall at any time after November 27, 1989, (the "Rights
Declaration Date") (i) declare any dividend on outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide outstanding
shares of Common Stock, or (iii) combine outstanding shares of Common
Stock into a smaller number of shares, then in each such case, the amount
to which the holder of a Unit of Series A First Preferred Stock was
entitled immediately prior to such event pursuant to the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event, and the denominator of which
shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on Units
of Series A


First Preferred Stock as provided in paragraph (A) above immediately after
it declares a dividend or distribution on the shares of Common Stock
(other than a dividend payable in shares of Common Stock); PROVIDED,
HOWEVER, that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $.63 per Unit on the Series A First Preferred Stock
shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series A First Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of such Unit of
Series A First Preferred Stock, unless the date of issuance of such Unit
is prior to the record date for the first Quarterly Dividend Payment Date,
in which case, dividends on such Unit shall begin to accrue from the date
of issuance of such Unit, or unless the date of issuance is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of Units of Series A First Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid
on Units of Series A First Preferred Stock in an amount less than the
aggregate amount of all such dividends at the time accrued and payable on
such Units shall be allocated pro rata on a unit-by-unit basis among all
Units of Series A First Preferred Stock at the time outstanding. The Board
of Directors may fix a record date for the determination of holders of
Units of Series A First Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no
more than 30 days prior to the date fixed for the payment thereof.

Section 2. VOTING RIGHTS. The holders of Units of Series A First
Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth,
each Unit of Series A First Preferred Stock shall entitle the holder
thereof to one vote on all matters submitted to a vote of the shareholders
of the Corporation. In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on outstanding shares
of Common Stock payable in shares of Common Stock, (ii) subdivide
outstanding shares of Common Stock, or (iii) combine the outstanding
shares of Common Stock into a smaller number of shares, then in each such
case the number of votes per Unit to which holders of Units of Series A
First Preferred Stock were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding
immediately after such event and the denominator of which shall be the
number of shares of Common Stock that were outstanding immediately prior
to such event.


(B) Except as otherwise provided herein or by law, the holders of
Units of Series A First 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 Corporation.

(C) (i) If at any time dividends on any Units of Series A First
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a "default period") from the
occurrence of such event until such time as all accrued and unpaid
dividends for all previous quarterly dividend period and for the current
quarterly dividend period on all Units of Series A First Preferred Stock
then outstanding shall have been declared and paid or set apart for
payment, all holders of Units of Series A First Preferred Stock, voting
separately as a class, shall have the right to elect two Directors.

(ii) During any default period, such voting rights of the holders
of Units of Series A First Preferred Stock may be exercised initially at a
special meeting, called pursuant to subparagraph (iii) of this Section
3(C) or at any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor any
right of the holders of Units of Series A First Preferred Stock to
increase, in certain cases, the authorized number of Directors may be
exercised at any meeting unless one-third of the outstanding Units of
Series A Preferred Stock shall be present at such meeting in person or by
proxy. The absence of a quorum of the holders of Common Stock shall not
affect the exercise by the holders of Units of Series A First Preferred
Stock of such rights. At any meeting at which the holders of Series A
First Preferred Stock shall exercise such voting right initially during an
existing default period, they shall have the right, voting separately as a
class, to elect Directors to fill two vacancies in the Board of Directors,
if any such vacancies may then exist, or, if such right is exercised at an
annual meeting, to elect two Directors. If the number which may be so
elected at any special meeting does not amount to the required number, the
holders of the Series A First Preferred Stock shall have the right to make
such increase in the number of Directors as shall be necessary to permit
the election by them of the required number. After the holders of Units of
Series A First Preferred Stock shall have exercised their right to elect
Directors during any default period, the number of Directors shall not be
increased or decreased except as approved by a vote of the holders of
Units of Series A First Preferred Stock as herein provided or pursuant to
the rights of any equity securities ranking senior to the Series A First
Preferred Stock.

(iii) Unless the holders of Series A First Preferred Stock shall,
during an existing default period, have previously exercised their right
to elect Directors, the Board of Directors may order, or any stockholder
or shareholders owning in the aggregate not less than two-thirds of the
total number of Units of Series A First Preferred Stock outstanding may
request in writing, the calling of a special meeting of the holders of
Units of Series A First Preferred Stock, which meeting shall thereupon


be called by the Secretary of the Corporation. Notice of such meeting and
of any annual meeting at which holders of Units of Series A First
Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii)
shall be given to each holder of record of Units of Series A First
Preferred Stock by mailing a copy of such notice to him at his last
address as the same appears on the books of the Corporation. Such meeting
shall be called for a time not earlier than 30 days and not later than 50
days after such order or request or, if the Corporation is in default of
the calling of such meeting within 50 days after such order or request,
such meeting may be called on similar notice by any stockholder or
shareholders owning in the aggregate not less than two-thirds of the total
number of outstanding Units of Series A First Preferred Stock.

(iv) During any default period, the holders of shares of Common
Stock and Units of Series A First Preferred Stock, and other classes or
series of stock of the Corporation, if applicable, shall continue to be
entitled to elect all the Directors until the holders of Units of Series A
First Preferred Stock shall have exercised their right to elect two
Directors voting as a separate class, after the exercise of which right
(x) the Directors so elected by the holders of Units of Series A First
Preferred Stock shall continue in office until their successors shall have
been elected by such holders or until the expiration of the default
period, and (y) any vacancy in the Board of Directors may (except as
provided in paragraph (C)(ii) of this Section 3) and filled by vote of a
majority of the remaining Directors theretofore elected by the holders of
the class of capital stock which elected the Director whose office shall
have become vacant. References in this paragraph (C) to Directors elected
by the holders of a particular class of capital stock shall include
Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the
right of the holders of Units of Series A First Preferred Stock as a
separate class to elect Directors shall cease, (y) the term of any
Directors elected by the holders of Units of Series A First Preferred
Stock as a separate class shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Articles or By-Laws
irrespective of any increase made pursuant to the provisions of paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Articles or By-Laws).
Any vacancies in the Board of Directors effected by the provisions of
clauses (y) and (z) in the preceding sentence may be filled by a majority
of the remaining Directors.

(vi) The provisions of this paragraph (C) shall govern the
election of Directors by holders of Units of Series A First Preferred
Stock during any default period notwithstanding any provisions of the
Articles to the contrary.

(D) Except as set forth herein, holders of Units of Series A First
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Shares of Common Stock as set forth herein) for taking any
corporate action.


Section 3. CERTAIN RESTRICTIONS.

(A) Until all accrued and unpaid dividends and distributions, whether
or not declared, on outstanding Units of Series A First Preferred Stock
shall have been paid in full, the Corporation 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
junior stock;

(ii) declare or pay dividends on or make any other distributions
on any shares of parity stock, except dividends paid ratably on Units of
Series A First Preferred Stock and shares of all such parity stock on
which dividends are payable or in arrears in proportion to the total
amounts to which the holders of such Units and all such shares are then
entitled;

(iii) redeem or purchase or otherwise acquire for consideration
shares of any parity stock, PROVIDED, HOWEVER, that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any junior stock;

(iv) purchase or otherwise acquire for consideration any Units of
Series A First Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units.

(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph
(A) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.

Section 4. REACQUIRED SHARES. Any Units of Series A First Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall become Treasury shares.

Section 5. LIQUIDATION, DISSOLUTION OR WINDING UP.

(A) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, no distributions shall be made (i) to the
holders of shares of junior stock unless the holders of Units of Series A
First Preferred Stock shall have received, subject to adjustment as
hereinafter provided in paragraph (B), the greater of either (a) $.01 per
Unit plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such
payment, or (b) an amount per unit equal to the aggregate per share amount
to be distributed to holders of shares of Common Stock or (ii) to the
holders of shares of parity stock, unless simultaneously therewith
distributions are made ratably on Units of Series A First Preferred Stock


and all other shares of such parity stock in proportion to the total
amounts to which the holders of Units of Series A First Preferred Stock
are entitled under clause (i)(a) of this sentence and to which the holders
of shares of such parity stock are entitled, in each case, upon such
liquidation, dissolution or winding up.

(B) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares
of Common Stock, or (iii) combine outstanding shares of Common Stock into
a smaller number of shares, then in each such case, the aggregate amount
to which holders of Units of Series A First Preferred Stock were entitled
immediately prior to such event pursuant to clause (i)(b) of paragraph (A)
of this Section 6 shall be adjusted by multiplying such amount by a
fraction, the numerator of which shall be the number of shares of Common
Stock that are outstanding immediately after such event, and the
denominator of which shall be the number of shares of Common Stock that
were outstanding immediately prior to such event.

Section 6. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or converted into other
stock or securities, cash and/or any other property, then in any such
case, Units of Series A First Preferred Stock shall at the same time be
similarly exchanged for or converted into an amount per Unit (subject to
the provision for adjustment hereinafter set forth) equal to the aggregate
amount of stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of Common
Stock is converted or exchanged. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock, or (iii) combine outstanding
shares of Common Stock into a smaller number of shares, then in each such
case, the amount set forth in the immediately preceding sentence with
respect to the exchange or conversion of Units of Series A First Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event, and the denominator of which
shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

Section 7. REDEMPTION. The units of Series A First Preferred Stock
shall not be redeemable.

Section 8. RANKING. The Units of Series A First Preferred Stock shall
rank junior to all other series of the Preferred Stock and to any other
class of preferred stock that hereafter may be issued by the Corporation
as to the payment of dividends and the distribution of assets, unless the
terms of any such series or class shall provide otherwise.


Section 9. AMENDMENT. The Articles shall not hereafter be amended,
either directly or indirectly, or through merger or consolidation with
another corporation, in any manner that would alter or change the powers,
preferences or special rights of the Series A First Preferred Stock so as
to affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding Units of Series A First Preferred
Stock, voting separately as a class.

Section 10. FRACTIONAL SHARES. The Series A First Preferred Stock may
be issued in Units or other fractions of a share, which Units or fractions
shall entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions, and to have the benefit of all other rights of holders of
Series A First Preferred Stock.

Section 11. CERTAIN DEFINITIONS. As used herein with respect to the
Series A First Preferred Stock, the following terms shall have the
following meanings:

(A) The term "junior stock" (i) as used in Section 4, shall mean the
Common Stock and any other class or series of capital stock of the
Corporation hereafter authorized or issued over which the Series A First
Preferred Stock has preference or priority as to the payment of dividends,
and (ii) as used in Section 6, shall mean the Common Stock and any other
class or series of capital stock of the Corporation over which the Series
A First Preferred Stock has preference or priority in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation.

(B) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking PARI PASSU with the Series A First Preferred Stock as to
dividends, and (ii) as used in Section 6, shall mean any class or series
of stock of the Corporation ranking PARI PASSU with the Series A First
Preferred Stock in the distribution of assets on any liquidation,
dissolution or winding up.


5B. SERIES B FIRST PREFERRED STOCK

DESIGNATION AND AMOUNT. There shall be a series of the First Preferred
Stock designated as "Series B First Preferred Stock". The number of shares
constituting such series shall be 30,000,000 and such series shall have the
preferences, limitations and relative rights set forth below.

Section 1. DIVIDENDS AND DISTRIBUTIONS.

(A) Subject to the prior and superior rights of the holders of any
shares of any other series of First Preferred Stock or any other shares of
preferred stock of the Corporation ranking prior and superior to the shares of
Series B First Preferred Stock with respect to dividends, each holder of one
one-thousandth (1/1000) of a share of Series B First Preferred Stock (a "Unit")
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for that purpose, (i) quarterly dividends payable
in cash on the first day of January, April, July, and October in each year (each
such date being a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a Unit, in an amount
per Unit (rounded to the nearest cent) equal to the greater of (a) $.01 or (b)
subject to the provision for adjustment hereinafter set forth, the aggregate per
share amount of all cash dividends declared on shares of the common stock of the
Company (the "Common Stock"), since the immediately preceding quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of a Unit, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in kind) on
each Quarterly Dividend Payment Date in an amount per Unit equal to the
aggregate per share amount of all non-cash dividends or other distributions
(other than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock, by reclassification or otherwise) declared
on shares of Common Stock since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of a Unit. In the event that the Corporation shall at
any time on or after the first issuance of a Unit (the "First Issuance Time")
(i) declare any dividend on outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii)
combine outstanding shares of Common Stock into a smaller number of shares, then
in each such case, the amount to which the holder of a Unit was entitled
immediately prior to such event pursuant to the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which shall
be the number of shares of Common Stock that are outstanding immediately after
such event, and the denominator of which shall be the number of shares of Common
Stock that were outstanding immediately prior to such event.

(B) On or after the First Issuance Time, the Corporation shall declare
a dividend or distribution on Units as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of Common
Stock (other than a dividend payable in shares of Common Stock); PROVIDED,
HOWEVER, that, in the event no dividend or distribution shall have been declared
on the shares of Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly


Dividend Payment Date, a dividend of $.01 per Unit shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit from the Quarterly Dividend Payment Date next preceding the
date of issuance of such Unit, unless the date of issuance of such Unit is prior
to the record date for the first Quarterly Dividend Payment Date, in which case,
dividends on such Unit shall begin to accrue from the date of issuance of such
Unit, or unless the date of issuance is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of Units entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on Units in an amount less than the aggregate
amount of all such dividends at the time accrued and payable on such Units shall
be allocated pro rata on a unit-by-unit basis among all Units at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of Units entitled to receive payment of a dividend or distribution
declared thereon, which record date shall, be no more than 30 days prior to the
date fixed for the payment thereof.

Section 3. VOTING RIGHTS. The holders of Units shall have the
following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each
Unit shall entitle the holder thereof to one vote on all matters submitted to a
vote of the shareholders of the Corporation. In the event the Corporation shall
at any time after the First Issuance Time (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock, or (iii) combine the outstanding
shares of Common Stock into a smaller number of shares, then in each such case
the number of votes per Unit to which holders of Units were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
immediately after such event and the denominator of which shall be the number of
shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of Units
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 Corporation.

(C) (i) If at any time dividends on any Units shall be in arrears in an
amount equal to six quarterly dividends thereon, then during the period (a
"default period") from the occurrence of such event until such time as all
accrued and unpaid dividends for all previous quarterly dividend period and for
the current quarterly dividend period on all Units then outstanding shall have
been declared and paid or set apart for payment, all holders of Units, voting
separately as a class, shall have the right to elect two (2) Directors, who
shall serve in addition to the Directors elected by the holders of shares of
Common Stock.


(ii) During any default period, such voting rights of the
holders of Units may be exercised initially at a special meeting, called
pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of
shareholders, and thereafter at annual meetings of shareholders, provided that
neither such voting rights nor any right of the holders of Units to increase, in
certain cases, the authorized number of Directors may be exercised at any
meeting unless one-third (1/3) of the outstanding Units shall be present at such
meeting in person or by proxy. The absence of a quorum of the holders of shares
of Common Stock shall not affect the exercise by the holders of Units of such
rights. At any meeting at which the holders of Units shall exercise such voting
right initially during an existing default period, they shall have the right,
voting separately as a class, to elect two (2) Directors, who shall serve in
addition to the Directors elected by the holders of shares of Common Stock. If
the number which may otherwise be elected at any special meeting does not amount
to the required number, the holders of Units shall have the right to make such
increase in the number of Directors as shall be necessary to permit the election
by them of the required number. After the holders of Units shall have exercised
their right to elect Directors during any default period, the number of
Directors shall not be increased or decreased except as approved by a vote of
the holders of Units as herein provided or pursuant to the rights of any equity
securities ranking senior to the Units.

(iii) Unless the holders of Units shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any shareholder or shareholders owning in the
aggregate not less than 25% of the total number of Units outstanding may request
in writing, the calling of a special meeting of the holders of Units, which
meeting shall thereupon be called by the Secretary of the Corporation. Notice of
such meeting and of any annual meeting at which holders of Units are entitled to
vote pursuant to this paragraph (C)(iii) shall be given to each holder of record
of Units by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for a time
not earlier than 10 days and not later than 60 days after such order or request
or, if the Corporation is in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar notice
by any shareholder or shareholders owning in the aggregate not less than 25% of
the total number of outstanding Units.

(iv) During any default period, the holders of shares of
Common Stock and Units, voting together, and other classes or series of shares
of the Corporation, if applicable, shall continue to be entitled to elect all
the Directors until the holders of Units shall have exercised their right to
elect two Directors voting as a separate class, after the exercise of which
right (x) the Directors so elected by the holders of Units shall continue in
office until their successors shall have been elected by such holders or until
the expiration of the default period, whichever is earlier, and (y) any vacancy
in the Board of Directors may (except as provided in paragraph (C)(ii) of this
Section 3) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class or series of capital stock which
elected the Director whose office shall have become vacant. References in this
paragraph (C) to Directors elected by the holders of a particular class or
series of capital stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.


(v) Immediately upon the expiration of a default period, (x)
the right of the holders of Units as a separate class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of Units as a
separate class shall terminate, and (z) the number of Directors shall be such
number as may be provided for in the Articles of Incorporation or By-Laws of the
Corporation irrespective of any increase made pursuant to the provisions of
paragraph (C)(ii) of this Section 3 (such number being subject, however, to
change thereafter in any manner provided by law or in the Articles of
Incorporation or By-Laws of the Corporation). Any vacancies in the Board of
Directors existing after giving effect to the provisions of clauses (y) and (z)
in the preceding sentence may be filled by a majority of the remaining
Directors.

(vi) The provisions of this paragraph (C) shall govern the
election of Directors by holders of Units during any default period
notwithstanding any other provisions of these Articles to the contrary.

(D) Except as expressly set forth herein, holders of Units shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of shares of Common Stock as set
forth herein) for taking any corporate action.

Section 4. CERTAIN RESTRICTIONS.

(A) Until all accrued and unpaid dividends and distributions, whether
or not declared, on outstanding Units shall have been paid in full, the
Corporation 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
junior stock;

(ii) declare or pay dividends on or make any other
distributions on any shares of parity stock, except dividends paid ratably on
Units and shares of all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of such Units
and all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for
consideration shares of any parity stock, PROVIDED, HOWEVER, that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any junior stock;

(iv) purchase or otherwise acquire for consideration any
Units, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
Units.

(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of the Corporation
unless the Corporation could, under paragraph (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner.


Section 5. REACQUIRED SHARES. Any Units purchased or otherwise
acquired by the Corporation in any manner whatsoever shall become treasury
shares.

Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

(A) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, no distributions shall, be made (i) to the
holders of shares of junior stock unless the holders of Units shall have
received, subject to adjustment as hereinafter provided in paragraph (B), the
greater of either (a) $.01 per Unit plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, or (b) an amount per Unit equal to the aggregate per share amount
to be distributed to holders of shares of Common Stock or (ii) to the holders of
shares of parity stock, unless simultaneously therewith distributions are made
ratably on Units and all other shares of such parity stock in proportion to the
total amounts to which the holders of Units are entitled under clause (i)(a) of
this sentence and to which the holders of shares of such parity stock are
entitled, in each case, upon such liquidation, dissolution or winding up.

(B) In the event the Corporation shall at any time after the First
Issuance Time (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock, or (iii) combine outstanding shares of Common Stock into a smaller number
of shares, then in each such case, the aggregate amount to which holders of
Units were entitled immediately prior to such event pursuant to clause (i)(b) of
paragraph (A) of this Section 6 shall be adjusted by multiplying such amount by
a fraction, the numerator of which shall be the number of shares of Common Stock
that are outstanding immediately after such event, and the denominator of which
shall be the number of shares of Common Stock that were outstanding immediately
prior to such event.

Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination, share exchange or other
transaction in which the shares of Common Stock are exchanged for or converted
into other stock or securities, cash and/or any other property, then in any such
case, Units shall at the same time be similarly exchanged for or converted into
an amount per Unit (subject to the provision for adjustment hereinafter set
forth) equal to the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is converted or exchanged. In the event the Corporation
shall at any time after the First Issuance Time (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock, or (iii) combine outstanding
shares of Common Stock into a smaller number of shares, then in each such case,
the amount set forth in the immediately preceding sentence with respect to the
exchange or conversion of Units shall be adjusted by multiplying such amount by
a fraction, the numerator of which shall be the number of shares of Common Stock
that are outstanding immediately after such event, and the denominator of which
shall be the number of shares of Common Stock that were outstanding immediately
prior to such event.


Section 8. REDEMPTION. The Units shall not be redeemable.

Section 9. RANKING. The Units shall rank junior to all other series of
the First Preferred Stock and to any other class of preferred stock that
hereafter may be issued by the Corporation as to the payment of dividends and
the distribution of assets, unless the terms of any such series or class shall
provide otherwise.

Section 10. AMENDMENT. After the First Issuance Time, the Articles
shall not be amended, either directly or indirectly, or through merger,
consolidation, combination, share exchange or other transaction with another
corporation, in any manner that would alter or change the powers, preferences or
special rights of the Units so as to affect the Units adversely without the
affirmative vote of the holders of at least a majority of the outstanding Units,
voting separately as a class.

Section 11. FRACTIONAL SHARES. The Series B First Preferred Stock may
be issued in Units or fractions of a Unit, which fractions shall entitle the
holder, in proportion to such holder's fractional Units, to exercise voting
rights, receive dividends, participate in distributions, and to have the benefit
of all other rights of holders of Units.

Section 12. CERTAIN DEFINITIONS. As used herein with respect to the
Series B First Preferred Stock and Units, the following terms shall have the
following meanings:

(A) The term "junior stock" (i) as used in Section 4, shall mean the
Common Stock and any other class or series of capital stock of the Corporation
hereafter authorized or issued over which the Units have preference or priority
as to the payment of dividends, and (ii) as used in Section 6, shall mean the
Common Stock and any other class or series of capital stock of the Corporation
over which the Units have preference or priority in the distribution of assets
on any liquidation, dissolution or winding up of the Corporation.

(B) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking PARI PASSU with the Units as to dividends, and (ii) as used in Section
6, shall mean any class or series of stock of the Corporation ranking PARI PASSU
with the Units in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.

5C. TREASURY STOCK

Shares of stock of the Corporation which have been issued, have been
subsequently acquired by and belong to the Corporation and have not been
canceled, shall be designated treasury shares, and shall be deemed to be
issued but not outstanding.

6.


No holder of shares of stock of the Corporation of any class shall
have or be entitled to any preemptive rights to subscribe for or to
purchase any shares or other securities issued by the Corporation.

7.

Subject to the provisions of the Georgia Business Corporation Code,
the Board of Directors shall have the power to distribute a portion of the
assets of the Corporation, in cash or in property, to holders of shares of
the Corporation out of the capital surplus of the Corporation.

8.

The Corporation shall have the full power to purchase and otherwise
acquire, and dispose of, its own shares and securities granted by the laws
of the State of Georgia and shall have the right to purchase its shares
out of its unreserved and unrestricted capital surplus available therefor
as well as out of its unreserved and unrestricted earned surplus available
therefor.

9.

The Corporation shall not commence business until it shall have
received not less than $500 in payment for the issuance of its shares.

10.

I. As used in this Article 10, the term:

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

(2) "Announcement date" means the date of the first general
public announcement of the proposal of the business
combination.

(3) "Associate," when used to indicate a relationship with
any person, means:

(A) Any corporation or organization, other than the
corporation or a subsidiary of the corporation, of
which such person is an officer, director, or partner
or is the beneficial owner of l0 percent or more of any
class of equity securities;

(B) Any trust or other estate in which such person has
a beneficial interest of 10 percent or more, or as to
which such person serves as


trustee or in a similar fiduciary capacity; and

(C) Any relative or spouse of such person, or any
relative of such spouse, who has the same home as such
person.

(4) "Beneficial owner" -- a person shall be considered to be
the beneficial owner of any equity securities:

(A) Which such person or any of such person's
affiliates or associates owns, directly or indirectly;

(B) Which such person or any of such person's
affiliates or associates, directly or indirectly, has:

(i) The right to acquire, whether such right is
exercisable immediately or only after the passage
of time, pursuant to any agreement, arrangement,
or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise; or

(ii) The right to vote pursuant to any agreement,
arrangement, or understanding; or

(C) Which are owned, directly or indirectly, by any
other person with which such person or any of such
person's affiliates or associates has any agreement,
arrangement, or understanding for the purpose of
acquiring, holding, voting, or disposing of equity
securities.

(5) "Business combination" means:

(A) Any merger of the corporation or any subsidiary
with (i) any interested shareholder or (ii) any other
corporation, whether or not itself an interested
shareholder, which is, or after the merger would be, an
affiliate of an interested shareholder that was an
interested shareholder prior to the consummation of the
transaction;

(B) Any share exchange with (i) any interested
shareholder or (ii) any other corporation, whether or
not itself an interested shareholder, which is, or
after the share exchange would be, an affiliate of an
interested shareholder that was an interested
shareholder prior to the consummation of the
transaction;

(C) Any sale, lease, transfer, or other disposition,
other than in the ordinary course of business, in one
transaction or in a series of transactions in any 12
month period, to any interested shareholder or


any affiliate of any interested shareholder, other than
the corporation or any of its subsidiaries, of any
assets of the corporation or any subsidiary having,
measured at the time the transaction or transactions
are approved by the board of directors of the
corporation, an aggregate book value as of the end of
the corporation's most recently ended fiscal quarter of
10 percent or more of the net assets of the corporation
as of the end of such fiscal quarter;

(D) The issuance or transfer by the corporation, or any
subsidiary, in one transaction or a series of
transactions in any 12 month period, of any equity
securities of the corporation or any subsidiary which
have an aggregate market value of 5 percent or more of
the total market value of the outstanding common and
preferred shares of the corporation whose shares are
being issued, to any interested shareholder or any
affiliate of any interested shareholder, other than the
corporation or any of its subsidiaries, except pursuant
to the exercise of warrants or rights to purchase
securities offered pro rata to all holders of the
corporation's voting shares or any other method
affording substantially proportionate treatment to the
holders of voting shares;

(E) The adoption of any plan or proposal for the
liquidation or dissolution of the corporation in which
anything other than cash will be received by an
interested shareholder or an affiliate of any
interested shareholder; or

(F) Any reclassification of securities, including any
reverse stock split, or recapitalization of the
corporation, or any merger of the corporation with any
of its subsidiaries, or any share exchange with any of
its subsidiaries, which has the effect, directly or
indirectly, in one transaction or a series of
transactions in any 12 month period, of increasing by 5
percent or more the proportionate amount of the
outstanding shares of any class or series of equity
securities of the corporation or any subsidiary which
is directly or indirectly beneficially owned by any
interested shareholder or any affiliate of any
interested shareholder.

(6) "Continuing director" means any member of the board of
directors who is not an affiliate or associate of an
interested shareholder or any of its affiliates, other than
the corporation or any of its subsidiaries, and who was a
director of the corporation prior to the determination date,
and any successor to such continuing director who is not an
affiliate or an associate of an interested shareholder or
any of its affiliates, other than the corporation or its
subsidiaries, and is recommended or elected by a majority of
all of the continuing directors.


(7) "Control," including the terms "controlling,"
"controlled by," and "under common control with," means the
possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a
person, whether through the ownership of voting securities,
by contract, or otherwise, and the beneficial ownership of
shares representing 10 percent or more of the votes entitled
to be cast by a corporation's voting shares shall create an
irrebuttable presumption of control.

(8) "Corporation," in addition to the definition contained
in Georgia Business Corporation Code Section 14-2-140, shall
include any trust merging with a domestic corporation
pursuant to Georgia Business Corporation Code Section
53-12-59.

(9) "Determination date" means the date on which an
interested shareholder first became an interested
shareholder.

(10) "Fair market value" means:

(A) In the case of securities, the highest closing
sale price, during the period beginning with and
including the determination date and for 29 days
prior to such date, of such a security on the
principal United States securities exchange
registered under the Securities Exchange Act of 1934
on which such securities are listed, or, if such
securities are not listed on any such exchange, the
highest closing sales price or, if none is available,
the average of the highest bid and asked prices
reported with respect to such a security, in each
case during the 30 day period referred to above, on
the National Association of Securities Dealers, Inc.,
Automatic Quotation System, or any system then in
use, or, if no such quotations are available, the
fair market value on the date in question of such a
security as determined in good faith at a duly called
meeting of the board of directors by a majority of
all of the continuing directors, or, if there are no
continuing directors, by the entire board of
directors; and

(B) In the case of property other than securities,
the fair market value of such property on the date in
question as determined in good faith at a duly called
meeting of the board of directors by a majority of
all of the continuing directors, or, if there are no
continuing directors, by the entire board of
directors of the corporation.

(11) "Interested shareholder" means any person, other than
the corporation or its subsidiaries, that:


(A) Is the beneficial owner of 10 percent or more of
the voting power of the outstanding voting shares of
the corporation; or

(B) Is an affiliate of the corporation and, at
any time within the two-year period immediately prior
to the date in question, was the beneficial owner of
10 percent or more of the voting power of the then
outstanding voting shares of the corporation.

For the purpose of determining whether a
person is an interested shareholder, the number of
voting shares deemed to be outstanding shall not
include any unissued voting shares which may be
issuable pursuant to any agreement, arrangement, or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

(12) "Net assets" means the amount by which the total
assets of the corporation exceed the total debts of the
corporation.

(13) "Voting shares" means shares entitled to vote generally
in the election of directors.

II. In addition to any vote otherwise required by law or the articles of
incorporation of the corporation, a business combination shall be:

(1) Unanimously approved by the continuing directors, provided that
the continuing directors constitute at least three members of the
board of directors at the time of such approval; or

(2) Recommended by at least two-thirds of the continuing directors
and approved by a majority of the votes entitled to be cast by
holders of voting shares, other than voting shares beneficially
owned by the interested shareholder who is, or whose affiliate is,
a party to the business combination.

III.(a) As used in this Section III, the term "interested shareholder"
refers to the interested shareholder which is party to, or an affiliate of
which is party to, the business combination in question.

(b) The vote required by Section II of this Article does not apply to a
business combination if each of the following conditions is met:

(1) The aggregate amount of the cash, and the fair market value as
of five days before the consummation of the business combination of
consideration other than cash, to be received per share by holders
of any class of common shares or any class or series of preferred
shares in such business combination is at least equal to the
highest of the following:


(A) The highest per share price, including any brokerage
commissions, transfer taxes, and soliciting dealers' fees,
paid by the interested shareholder for any shares of the
same class or series acquired by it:

(i) Within the two-year period immediately prior to
the announcement date; or

(ii) In the transaction in which it became an
interested shareholder, whichever is higher;

(B) The fair market value per share of such class or series
as determined on the announcement date and as determined on
the determination date, whichever is higher; or

(C) In the case of shares other than common shares, the
highest preferential amount per share to which the holders
of shares of such class or series are entitled in the event
of any voluntary or involuntary liquidation, dissolution, or
winding up of the corporation; provided that this
subparagraph shall only apply if the interested shareholder
has acquired shares of such class or series within the
two-year period immediately prior to the announcement date;

(2) The consideration to be received by holders of any class or
series of outstanding shares is to be in cash or in the same form
as the interested shareholder has previously paid for shares of the
same class or series. If the interested shareholder has paid for
shares of any class or series of shares with varying forms of
consideration, the form of consideration for such class or series
of shares shall be either cash or the form used to acquire the
largest number of shares of such class or series previously
acquired by it;

(3) After the interested shareholder has become an interested
shareholder and prior to the consummation of such business
combination:

(A) Unless approved by a majority of the continuing
directors, there shall have been:

(i) No failure to declare and pay at the regular date
therefor any full periodic dividends, whether or not
cumulative, on any outstanding preferred shares of
the corporation;

(ii) No reduction in the annual rate of dividends
paid on any class of common shares, except as
necessary to reflect any subdivision of the shares;

(iii) An increase in such annual rate of dividends as
is necessary to


reflect any reclassification, including any reverse
share split, recapitalization, reorganization, or any
similar transaction which has the effect of reducing
the number of outstanding shares; and

(iv) No increase in the interested shareholder's
percentage ownership of any class or series of shares
of the corporation by more than 1 percent in any 12
month period.

(B) The provisions of divisions (b)(3)(A)(i) and (ii) of
this Section III shall not apply if the interested
shareholder or an affiliate or associate of the interested
shareholder did not vote as a director of the corporation in
a manner inconsistent with divisions (b)(3)(A)(i) and (ii)
of this Section III and the interested shareholder, within
ten days after any act or failure to act inconsistent with
divisions (b)(3)(A)(i) and (ii) of this Section III,
notified the board of the corporation in writing that the
interested shareholder disapproved thereof and requested in
good faith that the board of directors rectify the act or
failure to act; and

(4) After the interested shareholder has become an interested
shareholder, the interested shareholder has not 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 corporation or any of its subsidiaries, whether in
anticipation of or in connection with such business combination or
otherwise.

IV. (a) This Article may only be repealed or amended by the affirmative vote
of at least two-thirds of the continuing directors and a majority of the
votes entitled to be cast by voting shares of the corporation, other than
shares beneficially owned by any interested shareholder and affiliates and
associates of any interested shareholder, in addition to any other vote
required by the articles of incorporation or by law.

(b) The requirements of Section II of this Article shall never apply to
business combinations with an interested shareholder or its affiliates if,
during the three-year period immediately preceding the consummation of the
business combination, the interested shareholder has not at any time during
such period:

(1) Ceased to be an interested shareholder; or

(2) Increased its percentage ownership of any class or
series of common or preferred shares of the corporation by
more than 1 percent in any 12 month period.

11.

No director of the Corporation shall be liable to the Corporation or its
shareholders


for monetary damages for any action taken, or any failure to take any
action, as a director, except for liability (i) for any appropriation, in
violation of his or her duties, of any business opportunity of the
Corporation, (ii) for acts or omissions which involve intentional
misconduct or a knowing violation of law, (iii) for the types of liability
set forth in Section 14-2-832 of the Georgia Business Corporation Code, or
(iv) for any transaction from which the director received an improper
personal benefit.