AMENDED ARTICLES OF INCORPORATION

 

                                       OF

 

                              CONVERGYS CORPORATION

 

         FIRST: The name of the corporation is CONVERGYS CORPORATION.

 

         SECOND: The place in Ohio where its principal office is located is

Cincinnati, Hamilton County.

 

         THIRD: The purpose for which the corporation is formed is to engage in

any lawful act or activity for which corporations may be formed under Sections

1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

 

         FOURTH: The number of shares that the corporation is authorized to have

outstanding is 500,000,000 common shares, without par value (classified as

"Common Shares"), 4,000,000 voting preferred shares, without par value

(classified as "Voting Preferred Shares") and 1,000,000 non-voting preferred

shares, without par value (classified as "Non-Voting Preferred Shares"). The

preferred shares of both classes are collectively referred to herein as

"Preferred Shares". The express terms of the shares of each of such classes are

as follows:

 

         1. Preferred Shares may be issued from time to time in one or more

         series. All Preferred Shares of all series shall rank equally and be

         identical in all respects except that only Voting Preferred Shares

         shall be voting shares and except that the board of directors is

         authorized to adopt amendments to the Amended Articles in respect of

         any unissued or treasury Preferred Shares and thereby to fix or change,

         to the full extent now or hereafter permitted by the laws of Ohio, the

         division of such shares into series and the designation and authorized

         number of shares of each series and, subject to the provisions of this

         Article Fourth, the relative rights, preferences and limitations of

         each series and the variations in such rights, preferences and

         limitations as between series and specifically is authorized to fix or

         change with respect to each series:

 

                  (a) the dividend rate on the shares of such series, the dates

                  of payment of such dividends, and the date or dates from which

                  such dividends shall be cumulative;

 

                  (b) the times when, the prices at which, and all other terms

                  and conditions upon which, shares of such series shall be

                  redeemable;

 

                  (c) the amounts which the holders of shares of such series

                  shall be entitled to receive upon the liquidation, dissolution

                  or winding up of the corporation, which amounts may vary

                  depending on whether such liquidation, dissolution or winding

                  up is voluntary or involuntary and, if voluntary, may vary at

                  different dates;

 

                  (d) whether or not the shares of such series shall be subject

                  to the operation of a purchase, retirement or sinking fund

                  and, if so, the extent to and manner in which such purchase,

                  retirement or sinking fund shall be applied to the purchase or

                  redemption of the shares of such series for retirement or for

                  other corporate purposes and the terms and provisions relative

                  to the operation of such fund or funds;

 

                  (e) whether or not the shares of such series shall be

                  convertible into or exchangeable for shares of any other class

                  or series and, if so, the price or prices or the rate or rates

                  of conversion or exchange and the method, if any, of adjusting

                  the same;

 

                  (f) the restrictions, if any, upon the payment of dividends or

                  making of other distributions on, and upon the purchase or

                  other acquisition of, Common Shares;

 

                  (g) the restrictions, if any, upon the creation of

                  indebtedness, and the restrictions, if any, upon the issue of

                  shares of such series or of any additional shares ranking on a

                  parity with or prior to the shares of such series in addition

                  to the restrictions provided for in this Article Fourth; and

 

                  (h) such other rights, preferences and limitations as shall

                  not be inconsistent with this Article Fourth.

 

                  All shares of any particular series shall rank equally and be

                  identical in all respects except that shares of any one series

                  issued at different times may differ as to the date from which

                  dividends shall be cumulative.

 

         2. Dividends on Preferred Shares of each series shall be cumulative

         from the date or dates fixed with respect to such series and shall be

         paid or declared or set apart for payment for all past dividend periods

         and for the current dividend period before any dividends (other than

         dividends payable in Common Shares) shall be declared or paid or set

         apart for payment on Common Shares. Whenever, at any time, full

         cumulative dividends for all past dividend periods and for the current

         dividend period shall have been paid or declared and set apart for

         payment on all then outstanding Preferred Shares and all requirements

         with respect to any purchase, retirement or sinking fund or funds for

         all series of Preferred Shares shall have been complied with, the board

         of directors may declare dividends on Common Shares, and Preferred

         Shares shall not be entitled to share therein.

 

         3. Upon any liquidation, dissolution or winding up of the corporation,

         the holders of Preferred Shares of each series shall be entitled to

         receive the amounts to which such holders are entitled as fixed with

         respect to such series, including all dividends accumulated to the date

         of final distribution, before any payment or distribution of assets of

         the corporation shall be made to or set apart for the holders of Common

         Shares, and after such payments shall have been made in full to the

         holders of Preferred Shares, the holders of Common Shares shall be

         entitled to receive any and all assets remaining to be paid or

         distributed to shareholders, and the holders of Preferred Shares shall

         not be entitled to share therein. 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

         liquidation, dissolution or winding up, voluntary or involuntary.

 

         4. Each outstanding Common Share and each outstanding Voting Preferred

         Share shall entitle the holder thereof to one vote on each matter

         properly submitted to the shareholders for their vote, consent, waiver,

         release or other action, subject to the provisions of law from time to

         time in effect with respect to cumulative voting. Except as otherwise

         required by law or by this Article Fourth, Non-Voting Preferred Shares

         shall not entitle the holders thereof to vote, consent, waive, release

         or otherwise act on any question or in any proceeding or to be

         represented at or receive notice of any meeting of shareholders.

 

         5. So long as any Preferred Shares are outstanding, the corporation

         will not (a) without the affirmative vote or consent of the holders of

         at least two-thirds of all Preferred Shares at the time outstanding,

         (1) authorize shares ranking prior to Preferred Shares or (2) change

         any provision of this Article Fourth so as to affect adversely

         Preferred Shares; (b) without the affirmative vote or consent of the

         holders of at least two-thirds of any series of Preferred Shares at the

         time outstanding, change any of the provisions of such series so as to

         affect adversely the shares of such series; or (c) without the

         affirmative vote or consent of the holders of at least a majority of

         all Preferred Shares at the time outstanding, (1) increase the

         authorized number of Preferred Shares or (2) authorize shares of any

         other class ranking on a parity with Preferred Shares.

 

         6. Whenever, at any time or times, dividends payable on Preferred

         Shares shall be in default in an aggregate amount equivalent to six

         full quarterly dividends on any series of Preferred Shares at the time

         outstanding, the number of directors then constituting the board of

         directors of the corporation shall ipso facto be increased by two, and

         the outstanding Preferred Shares shall, in addition to any other voting

         rights, have the exclusive right, voting separately as a class and

         without regard to series, to elect two directors of the corporation to

         fill such newly created directorships, and such right shall continue

         until such time as all dividends accumulated on all Preferred Shares to

         the latest dividend payment date shall have been paid or declared and

         set apart for payment.

 

         7. If the amounts payable with respect to any requirement to retire

         Preferred Shares are not paid in full with respect to all series as to

         which such requirement exists, the number of shares to be retired in

         each series shall be in proportion to the amounts which would be

         payable on account of such requirement if all amounts payable were paid

         in full.

 

         8. No holder of shares of any class shall have any preemptive rights.

 

         9. Of the 4,000,000 Voting Preferred Shares of the Corporation,

         2,000,000 shall constitute a series of Voting Preferred Shares

         designated as Series A Preferred Shares (the "Series A Preferred

         Shares") and have, subject and in addition to the other provisions of

         this Article Fourth, the following relative rights, preferences and

         limitations:

 

                  (1) DIVIDENDS AND DISTRIBUTIONS.

 

                  (A) Subject to the provisions of this Article Fourth, the

         holders of the Series A Preferred Shares shall be entitled to receive,

         when and as declared by the Board of Directors, out of funds legally

         available for that purpose, cumulative dividends in cash on the 1st day

         of January, April, July and October in each year (each such date being

         referred to herein as a "Quarterly Dividend Payment Date"), commencing

         on the first Quarterly Dividend Payment Date after the first issuance

         of a Series A Preferred Share or fraction thereof, in an amount per

         share per quarter (rounded to the nearest cent) equal to the greater of

         (i) $70.00 or (ii) subject to the provision for adjustment hereinafter

         set forth, 100 times the aggregate per share amount of all cash

         dividends, and 100 times the aggregate per share amount, (payable in

         kind) of all non-cash dividends or other distributions (other than a

         dividend payable in Common Shares or a subdivision of the outstanding

         Common Shares, by reclassification or otherwise), declared on the

         Common Shares, since the immediately preceding Quarterly Dividend

         Payment Date or, with respect to the first Quarterly Dividend Payment

         Date, since the first issuance of a Series A Preferred Share or

         fraction thereof; PROVIDED THAT, in the event no dividend or

         distribution shall have been declared on the Common Shares during the

         period between any Quarterly Dividend Payment Date and the next

         subsequent Quarterly Dividend Payment Date, a dividend on the Series A

         Preferred Shares of $20.00 per share shall nevertheless be payable on

         such subsequent Quarterly Dividend Payment Date. In the event the

         Corporation shall at any time declare or pay any dividend on the Common

         Shares payable in Common Shares, or effect a subdivision or combination

         of the outstanding Common Shares (by reclassification or otherwise)

         into a greater or lesser number of Common Shares, then in each such

         case the amount to which holders of the Series A Preferred Shares were

         entitled immediately prior to such event under clause (ii) of the next

         preceding sentence shall be adjusted by multiplying such amount by a

         fraction, the numerator of which is the number of Common Shares

         outstanding immediately after such event and the denominator of which

         is the number of Common Shares that were outstanding immediately prior

         to such event.

 

                  (B) The Board of Directors may fix a record date for the

         determination of holders of the Series A Preferred Shares entitled to

         receive payment of a dividend or distribution declared thereon, which

         record date shall be no more than 60 days prior to the date fixed for

         the payment thereof. Dividends shall begin to accrue and be cumulative

         on outstanding Series A Preferred Shares from the Quarterly Dividend

         Payment Date next preceding the date of issue of such Series A

         Preferred Shares, unless the date of the issue of such shares is prior

         to the record date for the first Quarterly Dividend Payment Date, in

         which case dividends on such shares shall begin to accrue from the date

         of issue of such shares, or unless the date of issue is a Quarterly

         Dividend Payment Date or is a date after the record date for the

         determination of holders of the Series A Preferred Shares entitled to

         received 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

         the Series A Preferred Shares in an amount less than the total amount

         of such dividends at the time accrued and payable on such shares shall

         be allocated pro rata on a share-by-share basis among all such shares

         at the time outstanding.

 

                  (2) LIQUIDATION RIGHTS. In the event of any voluntary or

         involuntary liquidation, dissolution or winding up of the Corporation,

         then, subject to the provisions of this Article Fourth, the holders of

         the Series A Preferred Shares shall be entitled to receive, from the

         assets of the Corporation available for distribution to shareholders,

         an amount equal to all dividends accumulated to the date of final

         distribution plus an amount equal to the greater of (A) $7,000.00 per

         share or (B) an aggregate amount per share, subject to the provision

         for adjustment hereinafter set forth, of 100 times the aggregate amount

         to be distributed per share to holders of Common Shares. All such

         preferential amounts shall be paid or set apart for payment before the

         payment or setting apart for payment of any amount for, or the

         distribution of any assets of the Corporation to, the holders of any

         class of shares ranking junior as to assets to the Series A Preferred

         Shares, or the holders of any series of Preferred Shares ranking junior

         as to assets to the Series A Preferred Shares. In the event the

         Corporation shall at any time declare or pay any dividend on Common

         Shares payable in Common Shares, or effect a subdivision or combination

         of the outstanding Common Shares (by reclassification or otherwise)

         into a greater or lesser number of Common Shares, then in each such

         case the aggregate amount to which holders of the Series A Preferred

         Shares were entitled immediately prior to such event under clause (B)

         of the next preceding sentence shall be adjusted by multiplying such

         amount by a fraction, of the numerator of which is the number of Common

         Shares outstanding immediately after such event and the denominator of

         which is the number of Common Shares that were outstanding immediately

         prior to such event.

 

                  (3) REDEMPTION. The Series A Preferred Shares shall not be

         redeemable.

 

                  (4) VOTING RIGHTS. Subject to the provisions of this Article

         Fourth, each Series A Preferred Share shall entitle the holder thereof

         to one vote on all matters submitted to a vote of the shareholders of

         the Corporation. The holders of fractional

         Series A Preferred Shares shall not be entitled to any vote on any

         matter submitted to a vote of the shareholders of the Corporation.

 

                  (5) CERTAIN RESTRICTIONS.

 

                  (A) Subject to the provisions of this Article Fourth, whenever

         quarterly dividends or other dividends or distributions payable on the

         Series A Preferred Shares are in arrears, thereafter and until all

         accrued and unpaid dividends and distributions, whether or not

         declared, on outstanding Series a Preferred Shares shall have been paid

         in full, the Corporation shall not:

 

                           (i) declare or pay dividends on, or make any other

         distributions on, any shares ranking junior (either as to dividends or

         upon liquidation, dissolution or winding up) to the Series A Preferred

         Shares;

 

                           (ii) redeem, purchase or otherwise acquire for

         consideration shares ranking junior (either as to dividends or upon

         liquidation, dissolution or winding up) to the Series A Preferred

         Shares; provided that the Corporation may at any time redeem, purchase

         or otherwise acquire any such junior shares in exchange for any shares

         of the Corporation ranking junior (either as to dividends or upon

         dissolution, liquidation or winding up) to the Series A Preferred

         Shares;

 

                           (iii) declare or pay dividends on or make any other

         distributions on any shares ranking on a parity (either as to dividends

         or upon liquidation, dissolution or winding up) with a Series A

         Preferred Shares, except dividends paid ratably on the Series A

         Preferred Shares and all such parity shares on which dividends are

         payable or in arrears in proportion to the total amounts to which the

         holders of all such shares are then entitled;

 

                           (iv) purchase or otherwise acquire for consideration

         any Series A Preferred Shares, or any shares ranking on a parity with

         the Series A Preferred Shares, 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 shares upon such terms as the Board

         of Directors, after consideration of the respective annual dividend

         rates and other relative rights and preferences of the respective

         series and classes, shall determine in good faith will result in fair

         and equitable treatment among the respective series or classes.

 

                  (B) The 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, pursuant to

         paragraph (A) of this subparagraph 5, purchase or otherwise acquire

         such shares at such time and in such manner.

 

                  (6) REACQUIRED SHARES. Any Series A Preferred Shares purchased

         or otherwise acquired by the Corporation in any manner whatsoever shall

         be retired

         promptly after the acquisition thereof. All such shares shall upon

         their retirement become authorized but unissued Voting Preferred Shares

         and may be reissued as part of a new series of Voting Preferred Shares

         to be created by resolution or resolutions of the Board of Directors,

         subject to the conditions and restrictions on issuance set forth

         herein.

 

                  (7) CONSOLIDATION, MERGER, ETC. In case the Corporation shall

         enter into any consolidation, merger, combination or other transaction

         in which the Common Shares are exchanged for or changed into other

         shares or securities, cash and/or any other property, then in any such

         case the Series A Preferred Shares shall at the same time be similarly

         exchanged or changed in an amount per share, subject to the provision

         for adjustment hereinafter set forth, equal to 100 times the aggregate

         amount of shares, securities, cash and/or any other property (payable

         in kind), as the case may be, into which or for which each Common Share

         is changed or exchanged. In the event the Corporation shall at any time

         declare or pay any dividend on Common Shares payable in Common Shares,

         or effect a subdivision or combination of the outstanding Common Shares

         (by reclassification or otherwise) into a greater or lesser number of

         Common Shares, then in each such case the amount set forth in the next

         preceding sentence with respect to the exchange or change of Series A

         Preferred Shares shall be adjusted by multiplying such amount by a

         fraction, the numerator of which is the number of Common Shares

         outstanding immediately after such event and the denominator of which

         is the number of Common Shares that were outstanding immediately prior

         to such event.

 

         FIFTH: The number of directors of the corporation shall be fixed from

time to time by its Regulations and may be increased or decreased as therein

provided, but the number of directors shall in no event be fixed at less than

three. The board of directors shall be divided into three classes, as nearly

equal in number as the then fixed number of directors permits, with the term of

office of one class expiring each year. At the annual meeting of shareholders in

1999 and each annual meeting of shareholders thereafter, the successors to that

class of directors whose term then expires shall be elected to hold office for a

term expiring at the third succeeding annual meeting. In the event of any

increase in the number of directors of the corporation, the additional directors

shall be similarly classified in such a manner that each class of directors

shall be as equal in number as possible. In the event of any decrease in the

number of directors of the corporation, such decrease shall be effected in such

a manner that each class of directors shall be as equal in number as possible.

 

         SIXTH: 1. (a) In addition to any affirmative vote required by law or by

these Amended Articles, and except as otherwise expressly provided in

paragraph 2 of this Article Sixth:

 

                           (1) any merger or consolidation of the corporation or

                           of any Subsidiary (as hereinafter defined) with (A)

                           any Interested Shareholder (as hereinafter defined)

                           or (B) any other corporation (whether or not itself

                           an Interested Shareholder) which is, or after such

                           merger or consolidation would be, an Affiliate (as

                           hereinafter defined) of an Interested Shareholder; or

 

                           (2) any sale, lease, exchange, mortgage, pledge,

                           transfer or other disposition (in one transaction or

                           a series of transactions) to or with any Interested

                           Shareholder or any Affiliate of any Interested

                           Shareholder of any assets of the corporation or of

                           any Subsidiary having an aggregate Fair Market Value

                           (as hereinafter defined) of $5,000,000 or more; or

 

                           (3) the issuance or transfer by the corporation or by

                           any Subsidiary (in one transaction or a series of

                           transactions) of any securities of the corporation or

                           of any Subsidiary to any Interested Shareholder or to

                           any Affiliate of any Interested Shareholder in

                           exchange for cash, securities or other property (or

                           combination thereof) having an aggregate Fair Market

                           Value of $5,000,000 or more; or

 

                           (4) the adoption of any plan or proposal for the

                           liquidation or dissolution of the corporation

                           proposed by or on behalf of an Interested Shareholder

                           or any Affiliate of any Interested Shareholder; or

 

                           (5) any reclassification of securities (including any

                           reverse stock split), or recapitalization of the

                           corporation, or any merger or consolidation of the

                           corporation with any Subsidiary or any other

                           transaction (whether or not with or into or otherwise

                           involving an Interested Shareholder) which has the

                           effect, directly or indirectly, of increasing the

                           proportionate share of the outstanding shares of any

                           class of equity or convertible securities of the

                           corporation or of any Subsidiary which is directly or

                           indirectly owned by any Interested Shareholder or any

                           Affiliate of any Interested Shareholder;

 

         shall require the affirmative vote of the holders of at least 80% of

         the then outstanding Common Shares and Voting Preferred Shares of the

         corporation entitled to a vote (the "Voting Shares"), voting as a

         single class at a meeting of shareholders called for such purpose. Such

         affirmative vote shall be required notwithstanding that no vote may be

         required, or that a lesser percentage may be specified, by law or in

         any agreement with any national securities exchange or otherwise.

 

                  (b) The term "Business Combination" as used in this Article

                  Sixth shall mean any transaction referred to in any one or

                  more of clauses (1) through (5) of subparagraph (a) of this

                  paragraph 1.

 

         2. The provisions of paragraph 1 of this Article Sixth shall not be

         applicable to any particular Business Combination, and such Business

         Combination shall require only such affirmative vote as is required by

         law and by any other provision of these Amended

<PAGE>   9

 

         Articles, if all of the conditions specified in either of the following

         subparagraphs (a) or (b) are met:

 

                  (a) The Business Combination shall have been approved by a

                  majority of the Continuing Directors (as hereinafter defined)

                  of the corporation; provided, however, that such approval

                  shall be effective only if obtained at a meeting at which a

                  Continuing Director Quorum (as hereinafter defined) is

                  present.

 

                  (b) All of the following conditions shall have been met:

 

                           (1) The aggregate amount of (x) cash and (y) Fair

                           Market Value (determined as of the date of the

                           consummation of the Business Combination) of

                           consideration other than cash, to be received per

                           share by holders of Common Shares in such Business

                           Combination shall be at least equal to the highest

                           amount determined under subclauses (A), (B) and (C)

                           below:

 

                                    (A) the highest per share price (including

                                    any brokerage commissions, transfer taxes

                                    and soliciting dealers' fees, if any) paid

                                    by the Interested Shareholder for any Common

                                    Share acquired by it (i) within the two-year

                                    period immediately prior to the first public

                                    announcement of the proposal of the Business

                                    Combination (the "Announcement Date") or

                                    (ii) in the transaction in which it became

                                    an Interested Shareholder, whichever is

                                    higher;

 

                                    (B) the Fair Market Value per Common Share

                                    on the Announcement Date or on the date on

                                    which the Interested Shareholder became an

                                    Interested Shareholder (the "Determination

                                    Date"), whichever is higher; and

 

                                    (C) the price per Common Share equal to the

                                    Fair Market Value per Common Share

                                    determined pursuant to subparagraph

                                    (b)(1)(B) above, multiplied by the ratio of

                                    (i) the highest per share price (including

                                    brokerage commissions, transfer taxes and

                                    soliciting dealers' fees, if any) paid by

                                    the Interested Shareholder for any Common

                                    Share acquired by it within the two-year

                                    period immediately prior to the Announcement

                                    Date to (ii) the Fair Market Value per

                                    Common Share on the first day in such

                                    two-year period on which the Interested

                                    Shareholder acquired any Common Share.

 

                           (2) The aggregate amount of (x) cash and (y) Fair

                           Market Value (determined as of the date of the

                           consummation of the Business Combination) of

                           consideration other than cash, to be received per

                           share by

                           holders of any class of Preferred Shares shall be at

                           least equal to the highest amount determined under

                           subclauses (A), (B), (C) and (D) below:

 

                                    (A) the highest per share price (including

                                    brokerage commissions, transfer taxes and

                                    soliciting dealers' fee, if any) paid by the

                                    Interested Shareholder for any shares of

                                    such class of Preferred Shares 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 highest preferential amount per

                                    share to which the holders of such class of

                                    Preferred Shares would be entitled in the

                                    event of any voluntary or involuntary

                                    liquidation, dissolution or winding up of

                                    the affairs of the corporation regardless of

                                    whether the Business Combination to be

                                    consummated constitutes such an event;

 

                                    (C) the Fair Market Value per share of such

                                    class of Preferred Shares on the

                                    Announcement Date or on the Determination

                                    Date, whichever is higher; and

 

                                    (D) the price per Preferred Share equal to

                                    the Fair Market Value per share of such

                                    class of Preferred Shares determined

                                    pursuant to subparagraph (b)(2)(C) above,

                                    multiplied by the ratio of (i) the highest

                                    per share price (including brokerage

                                    commissions, transfer taxes and soliciting

                                    dealers' fees, if any) paid by the

                                    Interested Shareholder for any shares of

                                    such class of Preferred Shares acquired by

                                    it within the two-year period immediately

                                    prior to the Announcement Date to (ii) the

                                    Fair Market Value per share of such class of

                                    Preferred Shares on the first day in such

                                    two-year period on which the Interested

                                    Shareholder acquired any share of such class

                                    of Preferred Shares.

 

                           The provisions of this subparagraph (b)(2) shall be

                           required to be met with respect to every class of

                           outstanding Preferred Shares, whether or not the

                           Interested Shareholder has previously acquired any

                           shares of a particular class of Preferred Shares.

 

                           (3) The consideration to be received by holders of

                           Common Shares or of a particular class of Preferred

                           Shares shall be in cash or in the same form as the

                           Interested Shareholder has previously paid for shares

                           of each such class of Common Shares or Preferred

                           Shares, respectively. If the Interested Shareholder

                           has paid for shares of any class of Common Shares or

                           Preferred Shares, respectively, with varying forms of

                           consideration, the form of consideration for such

                           class shall be either cash or that form used

                           to acquire the largest number of shares of such class

                           previously acquired by the Interested Shareholder.

 

                           (4) After such Interested Shareholder has become an

                           Interested Shareholder and prior to the consummation

                           of such Business Combination: (A) except as approved

                           by a majority of the Continuing Directors, there

                           shall have been no failure to declare and pay at the

                           regular date therefor any full quarterly dividends

                           (whether or not cumulative) on outstanding Preferred

                           Shares; (B) except as approved by a majority of the

                           Continuing Directors, there shall have been (i) no

                           reduction in the annual rate of dividends paid on

                           Common Shares (except as necessary to reflect any

                           subdivision of the Common Shares); and (ii) an

                           increase in such annual rate of dividends as

                           necessary to reflect any reclassification (including

                           any reverse stock split), recapitalization,

                           reorganization or any similar transaction which has

                           the effect of reducing the number of outstanding

                           Common Shares; and (C) such Interested Shareholder

                           shall not have become the beneficial owner of any

                           additional Common or Preferred Shares of the

                           corporation except as part of the transaction which

                           results in such Interested Shareholder becoming an

                           Interested Shareholder. The approval by a majority of

                           the Continuing Directors of any exception to the

                           requirements set forth in clauses (A) and (B) above

                           shall be effective only if obtained at a meeting at

                           which a Continuing Director Quorum is present.

 

                           (5) After such Interested Shareholder has become an

                           Interested Shareholder, such Interested Shareholder

                           shall not have received the benefit, directly or

                           indirectly (except proportionately as a shareholder),

                           of any loans, advances, guarantees, pledges or other

                           financial assistance or any tax credits or other tax

                           advantages provided by the corporation, whether in

                           anticipation of or in connection with such Business

                           Combination or otherwise.

 

                           (6) A proxy or information statement describing the

                           proposed Business Combination and complying with the

                           requirements of the Securities Exchange Act of 1934

                           and the rules and regulations thereunder (or any

                           subsequent provisions amending or replacing such Act,

                           rules or regulations) shall be mailed to all

                           shareholders of the corporation at least 30 days

                           prior to the consummation of such Business

                           Combination (whether or not such proxy or information

                           statement is required to be mailed pursuant to such

                           Act, rules, regulations or subsequent provisions).

 

         3. For the purposes of this Article Sixth:

 

            (a) The term "person" shall mean any individual, firm, partnership,

            corporation or other entity.

 

            (b) The term "Interested Shareholder" shall mean any person (other

            than the corporation or any Subsidiary and other than any

            profit-sharing, employee stock ownership or other employee benefit

            plan of the corporation or of any Subsidiary or any trustee of or

            fiduciary with respect to any such plan when acting in such

            capacity) who or which:

 

                           (1) is the beneficial owner (as hereinafter defined)

                           of 10% or more of the outstanding Voting Shares; or

 

                           (2) is an Affiliate (as hereinafter defined) 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% or more of the

                           outstanding Voting Shares; or

 

                           (3) is an assignee of or has otherwise succeeded to

                           any outstanding Voting Shares which were at any time

                           within the two-year period immediately prior to the

                           date in question beneficially owned by any Interested

                           Shareholder, if such assignment or succession shall

                           have occurred in the course of a transaction or

                           series of transactions not involving a public

                           offering within the meaning of the Securities Act of

                           1933.

 

            (c) A person shall be deemed the "beneficial owner" of any Voting

            Shares:

 

                           (1) which such person or any of its Affiliates or

                           Associates (as hereinafter defined) beneficially

                           owns, directly or indirectly; or

 

                           (2) which such person or any of its Affiliates or

                           Associates has, directly or indirectly, (A) 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 (B) the right to vote pursuant to any

                           agreement, arrangement or understanding; or

 

                           (3) which are beneficially owned, directly or

                           indirectly, by any other person with which such

                           person or any of its Affiliates or Associates has any

                           agreement, arrangement or understanding for the

                           purpose of acquiring, holding, voting or disposing of

                           any Voting Shares.

 

            (d) For the purposes of determining whether a person is an

            Interested Shareholder pursuant to subparagraph (b) of this

            paragraph 3, the number

            of Voting Shares deemed to be outstanding shall include shares

            deemed owned through application of subparagraph (c) of this

            paragraph 3 but shall not include any other Voting Shares which may

            be issuable pursuant to any agreement, arrangement or understanding,

            or upon exercise of conversion rights, warrants or options, or

            otherwise.

 

            (e) The terms "Affiliate" and "Associate" shall have the respective

            meanings ascribed to such terms in Rule l2b-2 of the General Rules

            and Regulations promulgated by the Securities and Exchange

            Commission under the Securities Exchange Act of 1934, as in effect

            on March 1, l984.

 

            (f) The term "Subsidiary" means any corporation of which a majority

            of any class of equity security is owned, directly, or indirectly,

            by the corporation; provided, however, that for the purposes of the

            definition of Interested Shareholder set forth in subparagraph (b)

            of this paragraph 3, the term "Subsidiary" shall mean only a

            corporation of which a majority of each class of equity security is

            owned, directly or indirectly, by the corporation.

 

            (g) The term "Continuing Director" means any member of the board of

            directors of the corporation who is unaffiliated with the Interested

            Shareholder and was a member of the board of directors prior to the

            time that the Interested Shareholder became an Interested

            Shareholder, and any successor of a Continuing Director who is

            unaffiliated with the Interested Shareholder and is either

            recommended or elected to succeed a Continuing Director by a

            majority of Continuing Directors, provided that such recommendation

            or election shall be effective only if made at a meeting at which a

            Continuing Director Quorum is present.

 

            (h) The term "Continuing Director Quorum" means that number of

            Continuing Directors constituting at least two-thirds of the whole

            authorized number of directors of the corporation capable of

            exercising the powers conferred upon them under the provisions of

            these Amended Articles or the Regulations of the corporation or by

            law.

 

            (i) The term "Fair Market Value" means: (1) in the case of shares,

            the highest closing sale price of a share during the 30-day period

            immediately preceding the date in question on the Composite Tape for

            New York Stock Exchange-Listed Stocks, or, if the sale price of such

            share is not quoted on the Composite Tape, on the New York Stock

            Exchange, or, if such shares are not listed on such Exchange, on the

            principal United States securities exchange registered under the

            Securities Exchange Act of 1934 on which such shares are listed, or,

            if such shares are not listed on any such exchange, the highest

            closing bid quotation with respect to a share during the 30-day

            period preceding the date in question on the National

            Association of Securities Dealers, Inc. Automated Quotations 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 share as

            determined by the board of directors of the corporation in good

            faith; and (2) in the case of property other than cash or shares,

            the fair market value of such property on the date in question as

            determined in good faith by a majority of Continuing Directors,

            provided that such determination shall be effective only if made at

            a meeting at which a Continuing Director Quorum is present.

 

            (j) The term "Common Shares" shall mean Common Shares of the

            corporation.

 

            (k) The term "Preferred Shares" shall mean Voting Preferred Shares,

            Non-Voting Preferred Shares and any other class of Preferred Shares

            which may from time to time be authorized in or by these Amended

            Articles and which by the terms of its issuance is specifically

            designated "Preferred Shares" for purposes of this Article Sixth.

 

            (l) In the event of any Business Combination in which the

            corporation survives, the phrase "consideration, other than cash, to

            be received " as used in subparagraphs (b)(1) and (2) of paragraph 2

            of this Article Sixth shall include Common Shares and/or any other

            Voting Shares retained by the holders of such shares.

 

         4. Nothing contained in this Article Sixth shall be construed to

         relieve any Interested Shareholder from any fiduciary obligation

         imposed by law.

 

         5. Notwithstanding any other provisions of these Amended Articles or

         the Regulations of the corporation (and notwithstanding that a lesser

         percentage may be specified by law, these Amended Articles or the

         Regulations of the corporation), the affirmative vote of the holders of

         at least 80% of the then outstanding Voting Shares, voting as a single

         class at a meeting of shareholders called for such purpose, shall be

         required to amend or repeal, or adopt any provisions of these Amended

         Articles inconsistent with, this Article Sixth; provided, however, that

         if the board of directors of the corporation has recommended such

         amendment, repeal or adoption, and if, as of the record date for the

         determination of shareholders entitled to vote thereon, no person is

         known by the board of directors to be an Interested Shareholder, then

         the affirmative vote of the holders of only two-thirds of the then

         outstanding Voting Shares, voting as a single class at a meeting of

         shareholders called for such purpose, shall be required to amend or

         repeal, or adopt any provisions inconsistent with, this Article Sixth.

<PAGE>   15

 

         SEVENTH: The corporation, by action of the board of directors and

without action by the shareholders, may purchase its shares of any class for the

purposes and to the extent permitted by law.

 

         EIGHTH: Notwithstanding any provision of the General Corporation Law of

Ohio now or hereafter in effect, no shareholder shall have the right to vote

cumulatively in the election of directors. Without limiting the generality of

the preceding sentence, no shareholder shall have the right at any time in the

election of directors either to give one candidate as many votes as the number

of directors to be elected multiplied by the number of his votes equals or to

distribute his votes on the same principle among two or more candidates.

 

         NINTH: These Amended Articles of Incorporation supersede and take the

place of the existing Articles of Incorporation.