FBF

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
BUSINESS CORPORATION
RESTATED ARTICLES OF INCORPORATION
OF
FLEET BOSTON CORPORATION
(formerly known as FLEET FINANCIAL GROUP, INC.)

Pursuant to the provisions of Section 7-1.1-59 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Restated Articles
of Incorporation:

FIRST: The name of the corporation (hereinafter called the Corporation) is

FLEET BOSTON CORPORATION.

SECOND: The period of its duration is perpetual.

THIRD: The nature of the business of the Corporation and the objects or
purposes to be transacted, promoted or carried on by it are as follows:

1. To purchase or otherwise acquire and to hold, pledge, sell, exchange or
otherwise dispose of securities (which term includes any shares of stock, bonds,
debentures, notes, mortgages or other instruments representing rights to
receive, purchase or subscribe for the same or representing any other rights or
interest therein or in any property or assets) created or issued by any person,
firm, association, corporation (including, to the extent permitted by the laws
of the State of Rhode Island, the Corporation) or government or subdivision,
agency or instrumentality thereof, to make payment therefor in any lawful
manner; and to exercise, as owner or holder thereof, any and all rights, powers
and privileges in respect thereof (to the extent aforesaid).

2. To make, manufacture, produce, prepare, process, purchase or otherwise
acquire, and to hold, use, sell, import, export, or otherwise trade or deal in
and with, goods, wares, products, merchandise, machines, machinery, appliances
and apparatus, of every kind, nature and any manufacturing or other business of
any kind or character whatsoever, including, but not by way of limitation,
importing, exporting, mining, quarrying, producing, farming, agriculture,
forestry, construction, management, advisory, mercantile, financial or
investment business, any business engaged in rendering any manner of services
and any business of buying, selling, leasing or dealing in properties of any and
all kinds, whether any such business is located in the United States of America
or any foreign country, and whether or not related to, conducive to, incidental
to, or in any way connected with, the foregoing business.

3. To engage in research, exploration, laboratory and development work
relating to any material, substance, compound or mixture now known or which may
hereafter be known,

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discovered or developed and to perfect, develop, manufacture, use, apply and
generally to deal in and with any such material, substance, compound or mixture.

4. To purchase, lease or otherwise acquire, to hold, own, use, develop,
maintain, manage and operate, to sell, transfer, lease, assign, convey,
exchange, or otherwise turn to account or dispose of, and, generally, to deal in
and with, personal and real property, tangible or intangible, of every kind and
description, wheresoever situated, and any and all rights, concessions,
interests and privileges therein.

5. To adopt, apply for, obtain, register, purchase, lease or otherwise
acquire, to maintain, protect, hold, use, own, exercise, develop, manufacture
under, operate and introduce and to sell and grant licenses or other rights in
respect of, assign or otherwise dispose of, turn to account, or in any manner
deal with, and contract with reference to, any trademarks, trade names, patents,
patent rights, concessions, franchises, designs, copyrights and distinctive
marks and rights analogous thereto and inventions, devices, improvements,
processes, recipes, formulae and the like, including, but not by way of
limitation, such thereof as may be covered by, used in connection with, or
secured or received under, Letters Patent of the United States of America or
elsewhere, and any licenses and rights in respect thereof, in connection
therewith or appertaining thereto.

6. To make, enter into, perform and carry out contracts of every kind and
description with any person, firm, association, corporation or government or
subdivision, agency or instrumentality thereof, to endorse or guarantee the
payment of principal, interest or dividends upon, and to guarantee the
performance of sinking fund or other obligations of, any securities or the
payment of a certain amount per share in liquidation of the capital stock of any
other corporation; and to guarantee in any way permitted by law the performance
of any of the contracts or other undertakings of any person, firm, association,
corporation or government or subdivision, agency or instrumentality thereof.

7. To acquire by purchase, exchange or otherwise, all, or any part of, or
any interest in, the properties, assets, business and good will of any one or
more persons, firms, associations or corporations heretofore or hereafter
engaged in any business whatsoever; to pay for the same in cash, property or its
own or other securities; to hold, operate, lease, reorganize, liquidate, sell or
in any manner dispose of the whole or any part thereof, to assume or guarantee,
in connection therewith, the performance of any liabilities, obligations or
contracts of such persons, firms, associations or corporations; and to conduct
the whole or any part of any business thus acquired.

8. To lend its uninvested funds from time to time to such extent, to such
persons, firms, associations, corporations or governments or subdivisions,
agencies or instrumentalities thereof, and on such terms and on such security,
if any, as the Board of Directors of the Corporation (hereinafter called the
Board of Directors) may determine.

9. To borrow money for any of the purposes of the Corporation, from time
to time, and without limits as to amount; to issue and sell from time to time
its own securities in such amounts, on such terms and conditions, for such
purposes and for such consideration, as may


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now be or hereafter shall be permitted by the laws of the State of Rhode Island;
and to secure such securities by mortgage upon, or the pledge of, or the
conveyance or assignment in trust of, the whole or any part of the properties,
assets, business and good will of the Corporation then owned or thereafter
acquired.

10. To promote, organize, manage, aid or assist, financially or otherwise,
persons, firms, associations or corporations engaged in any business whatsoever;
and to assume or underwrite the performance of all or any of their obligations.

11. To organize or cause to be organized under the laws of the State of
Rhode Island, any other state or states of the United States of America, the
District of Columbia, any territory, dependency, colony or possession of the
United States of America, or of any foreign country, a corporation or
corporations for the purpose of transacting, promoting or carrying on any or all
objects or purposes for which the Corporation is organized; to dissolve, wind
up, liquidate, merge or consolidate any such corporation or corporations or to
cause the same to be dissolved, wound up, liquidated, merged or consolidated;
and, subject to the laws of the State of Rhode Island, to consolidate or merge
with or into one or more other corporations organized under the laws of the
State of Rhode Island or under the laws of any other state or states in the
United States of America, the District of Columbia, any territory, dependency,
colony or possession of the United States of America or of any foreign country
if the laws under which said other corporation or corporations are formed shall
permit such consolidation or merger.

12. To conduct its business in any and all of its branches and maintain
offices both within and without the State of Rhode Island in any and all states
of the United States of America, in the District of Columbia, in any or all
territories, dependencies, colonies or possessions of the United States of
America and in foreign countries.

13. To such extent as a business corporation organized under the laws of
the State of Rhode Island may now or hereafter lawfully do, to do, either as
principal or agent and either alone or through subsidiaries or in connection
with other persons, firms, associations or corporations, all and everything
necessary, suitable, convenient or proper for, or in connection with, or
incident to, the accomplishment of any of the purposes or the attainment of any
one or more of the objects herein enumerated or designed directly or indirectly
to promote the interests of the Corporation or to enhance the value of its
properties and in general to engage in any lawful act or activity for which
corporations may be organized under the General Laws of Rhode Island; and to do
any and all things and exercise all powers, rights and privileges which a
business corporation may now or hereafter be organized or authorized to do or to
exercise under the laws of the State of Rhode Island.

14. Whenever the context permits, the following provisions shall govern
the construction of the paragraphs of these purposes: no specified enumeration
shall be construed as restricting in any way any general language; any word,
whether in the singular or plural shall be construed to mean both the singular
and the plural; any phrase in the conjunctive or in the disjunctive shall
include both the conjunctive and disjunctive; the mention of the whole shall
include any part or parts; any one or more or all of the purposes set forth may
be pursued from


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time to time and whenever deemed desirable; verbs in the present or future tense
shall be construed to include both the present and future tenses or either of
them.

FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 2,016,000,000, of which 16,000,000
shares of the par value of $1 each are to be of a class designated "Preferred
Stock" and 2,000,000,000 of the par value of $0.01 each are to be of a class
designated "Common Stock".

The voting powers, designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the classes of stock of the Corporation which are fixed
by these Articles of Incorporation, and the authority vested in the Board of
Directors to fix by vote or votes providing for the issue of Preferred Stock,
the voting powers, designations, preferences and relative, participating,
optional or other special rights and the qualifications, limitations or
restrictions thereof, of the shares of Preferred Stock which are not fixed by
these Articles of Incorporation, are as follows:

(a) The Preferred Stock may be issued from time to time in one or more
series of any number of shares; provided that the aggregate number of shares
issued and not canceled of any and all such series shall not exceed the total
number of shares of Preferred Stock hereinabove authorized. Each series of
Preferred Stock shall be distinctively designated by letter or descriptive
words. All series of Preferred Stock shall rank equally and be identical in all
respects except as permitted by the provisions of paragraph (b) of this Article
FOURTH.

(b) Authority is hereby vested in the Board of Directors from time to time
to issue the Preferred Stock of any series and in connection with the creation
of each such series to fix by vote or votes providing for the issue of shares
thereof the voting powers, if any, the designation, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of such series to the full extent now or
hereafter permitted by these Articles of Incorporation and the laws of the State
of Rhode Island, in respect of the matters set forth in the following
subparagraphs (1) to (8), inclusive:

(1) The distinctive designation of such series and the number of
shares which shall constitute such series, which number may be increased
or decreased (but not below the number of shares thereof then outstanding)
from time to time by action of the Board of Directors;

(2) The dividend rate of such series, any preferences to or
provisions in relation to the dividends payable on any other class or
classes or of any other series of stock, and any limitations, restrictions
or conditions on the payment of dividends;

(3) The price or prices at which, and the terms and conditions on
which, the shares of such series may be redeemed by the Corporation;

(4) The amount or amounts payable upon the shares of such series in
the event of any liquidation, dissolution or winding up of the
Corporation;


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(5) Whether or not the shares of such series shall be entitled to
the benefit of a sinking fund to be applied to the purchase or redemption
of shares of such series and, if so entitled, the amount of such fund and
the manner of its application;

(6) Whether or not the shares of such series shall be made
convertible into, or exchangeable for, shares of any other class or
classes of stock of the Corporation or shares of any other series of
Preferred Stock, and, if made so convertible or exchangeable, the
conversion price or prices, or the rate or rates of exchange, and the
adjustments thereof, if any, at which such conversion or exchange may be
made, and any other terms and conditions of such conversion or exchange;

(7) Whether or not the shares of such series shall have any voting
powers and, if voting powers are so granted, the extent of such voting
powers; and

(8) Whether or not the issue of any additional shares of such series
or of any future series in addition to such series shall be subject to
restrictions in addition to the restrictions, if any, on the issue of
additional shares imposed in the vote or votes fixing the terms of any
outstanding series of Preferred Stock theretofore issued pursuant to this
Article FOURTH and, if subject to additional restrictions, the extent of
such additional restrictions.

(c) The holders of Preferred Stock of each series shall be entitled to
receive, when and as declared by the Board of Directors, dividends in cash at
the rate for such series fixed by the Board of Directors as provided in
paragraph (b) of this Article FOURTH, and no more, payable quarterly on the
first days of January, April, July and October or of such other months as may be
designated by the Board of Directors (each of the quarterly periods ending on
the first day of January, April, July and October in each year, or on the first
days of such other months, respectively, being hereinafter called a dividend
period), in each case from the date of cumulation (as defined in paragraph (h)
of this Article FOURTH) of such series. Except as may otherwise be provided in
the vote or votes providing for the issue of any given series of Preferred
Stock, dividends on Preferred Stock shall be cumulative (whether or not there
shall be net profits or net assets of the Corporation legally available for the
payment of such dividends), so that, if at any time full cumulative dividends
(as defined in paragraph (h) of this Article FOURTH) upon the Preferred Stock of
all series to the end of the last completed dividend period shall not have been
paid or declared and a sum sufficient for payment thereof set apart, the amount
of the deficiency shall be fully paid, but without interest, or dividends in
such amount shall have been declared on each such series and a sum sufficient
for the payment thereof shall have been set apart for such payment, before any
sum or sums shall be set aside for or applied to the purchase or redemption of
Preferred Stock of any series (either pursuant to any applicable sinking fund
provisions or any redemptions authorized pursuant to paragraph (g) of this
Article FOURTH or otherwise) or set aside for or applied to the purchase of
Common Stock and before any dividend shall be declared or paid or any other
distribution ordered or made upon the Common Stock (other than a dividend
payable in Common Stock); provided, however, that any moneys deposited in the
sinking fund provided for any series of Preferred Stock in the vote or votes


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providing for the issue of shares of said series, in compliance with the
provisions of such sinking fund and of this paragraph (c), may thereafter be
applied to the purchase or, redemption of Preferred Stock in accordance with the
terms of such sinking fund, whether or not at the time of such application full
cumulative dividends upon the outstanding Preferred Stock of all series to the
end of the last completed dividend period shall have been paid or declared and
set apart for payment. All dividends declared upon the Preferred Stock of the
respective series outstanding shall be declared pro rata, so that the amounts of
dividends declared per share on the Preferred Stock of different series shall in
all cases bear to each other the same ratio that accrued dividends per share on
the shares of such respective series bear to each other.

(d) Before any sum or sums shall be set aside for or applied to the
purchase of Common Stock and before any dividends shall be declared or paid or
any distribution ordered or made upon the Common Stock (other than a dividend
payable in Common Stock), the Corporation shall comply with the sinking fund
provisions, if any, of any vote or votes providing for the issue of any series
of Preferred Stock any shares of which shall at the time be outstanding.

(e) Subject to the provisions of paragraphs (c) and (d) of this Article
FOURTH, the holders of Common Stock shall be entitled, to the exclusion of the
holders of Preferred Stock of any and all series, to receive such dividends as
from time to time may be declared by the Board of Directors.

(f) In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of Preferred Stock of each series then outstanding
shall be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders, whether from capital, surplus or earnings,
before any payment shall be made to the holders of Common Stock, an amount
determined as provided in paragraph (b) of this Article FOURTH for every share
of their holdings of Preferred Stock of such series. If upon any liquidation,
dissolution or winding up of the Corporation the assets of the Corporation
available for distribution to its stockholders shall be insufficient to pay the
holders of Preferred Stock of all series the full amounts to which they
respectively shall be entitled, the holders of Preferred Stock of all series
shall share ratably in any distribution of assets according to the respective
amounts which would be payable in respect of the shares of Preferred Stock held
by them upon such distribution if all amounts payable on or with respect to
Preferred Stock of all series were paid in full. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, after payment shall have been made to the holders of Preferred
Stock of the full amount to which they shall be entitled as aforesaid, the
holders of Common Stock shall be entitled, to the exclusion of the holders of
Preferred Stock of any and all series, to share, ratably according to the number
of shares of Common Stock held by them, in all remaining assets of the
Corporation available for distribution to its stockholders. Neither the merger
or consolidation of the Corporation into or with another corporation nor the
merger or consolidation of any other corporation into or with the Corporation,
nor the sale, transfer or lease of all or substantially all the assets of the
Corporation, shall be deemed to be a liquidation, dissolution or winding up of
the Corporation.

(g) Subject to any requirements which may be applicable to the redemption
of any given series of Preferred Stock as provided in any vote or votes
providing for the issue of such


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series of Preferred Stock, the Preferred Stock of all series, or of any series
thereof, or any part of any series thereof, at any time outstanding, may be
redeemed by the Corporation, at its election expressed by vote of the Board of
Directors, any time or from time to time, upon not less than 30 days previous
notice to the holders of record of Preferred Stock to be redeemed, given by mail
in such manner as may be prescribed by vote or votes of the Board of Directors,

(1) If such redemption shall be otherwise than by the application of
moneys in any sinking fund referred to in paragraph (d) of this Article
FOURTH, at the redemption price, fixed as provided in paragraph (b) of
this Article FOURTH, at which shares of Preferred Stock of the particular
series may then be redeemed at the option of the Corporation and

(2) If such redemption shall be by the application of moneys in any
sinking fund referred to in paragraph (d) of this Article FOURTH, at the
redemption price, fixed as provided in paragraph (b) of this Article
FOURTH, at which shares of Preferred Stock of the particular series may
then be redeemed for such sinking fund;

provided, however, that, before any Preferred Stock of any series shall be
redeemed at said redemption price thereof specified in clause (1) of this
paragraph (g), all moneys at the time in the sinking fund, if any, for Preferred
Stock of that series shall first be applied, as nearly as may be, to the
purchase or redemption of Preferred Stock of that series as provided in the vote
or votes of the Board of Directors providing for such sinking fund. If less than
all the outstanding shares of Preferred Stock of any series are to be redeemed,
the redemption may be made either by lot or pro rata in such manner as may be
prescribed by vote of the Board of Directors. The Corporation may, if it shall
so elect, provide moneys for the payment of the redemption price by depositing
the amount thereof for the account of the holders of Preferred Stock entitled
thereto with a bank or trust company doing business in the City of New York, in
the State of New York, or in the City of Providence, in the State of Rhode
Island, and having capital and surplus of at least $5,000,000. The date upon
which such deposit may be made by the Corporation (hereinafter called the "date
of deposit") shall be prior to the date fixed as the date of redemption. In any
such case there shall be included in the notice of redemption a statement of the
date of deposit and of the name and address of the bank or trust company with
which the deposit has been or will be made. On and after the date fixed in any
such notice of redemption as the date of redemption (unless default shall be
made by the Corporation in providing moneys for the payment of the redemption
price pursuant to such notice) or, if the Corporation shall have made such
deposit on or before the date specified therefor in the notice, then on and
after the date of deposit all rights of the holders of the Preferred Stock to be
redeemed as stockholders of the Corporation, except the right to receive the
redemption price as hereinafter provided, and, in the case of such deposit, any
conversion rights not theretofore expired, shall cease and terminate. Such
conversion rights, however, in any event shall cease and terminate upon the date
fixed for redemption or upon any earlier date fixed by the Board of Directors
pursuant to paragraph (b) of this Article FOURTH for termination of such
conversion rights. Anything herein contained to the contrary notwithstanding,
said redemption price shall include an amount equal to accrued dividends on the
Preferred Stock to be redeemed to the date fixed for the redemption thereof and
the Corporation shall not be required to declare or pay on such Preferred Stock
to be redeemed,


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and the holders thereof shall not be entitled to receive, any dividends in
addition to those thus included in the redemption price, provided, however, that
the Corporation may pay in regular course any dividends thus included in the
redemption price either to the holders of record on the record date fixed for
the determination of stockholders entitled to receive such dividends (in which
event, anything herein to the contrary notwithstanding, the amount so deposited
need not include any dividends so paid or to be paid) or as part of the
redemption price upon surrender of the certificates for the shares redeemed. At
any time on or after the date fixed as aforesaid for such redemption or, if the
Corporation shall elect to deposit the money for such redemption as herein
provided, then at any time on or after the date of deposit and without awaiting
the date fixed as aforesaid for such redemption, the respective holders of
record of the Preferred Stock to be redeemed shall be entitled to receive the
redemption price upon actual delivery to the Corporation, or, in the event of
such deposit, to the bank or trust company with which such deposit shall be
made, of certificates for the shares to be redeemed, such certificates, if
required, to be properly stamped for transfer and duly endorsed in blank or
accompanied by proper instruments of assignment and transfer thereof duly
executed in blank. Any moneys so deposited which shall remain unclaimed by the
holders of such Preferred Stock at the end of five years after the redemption
date shall be paid by such bank or trust company to the Corporation and any
interest accrued on moneys so deposited shall belong to the Corporation and
shall be paid to it from time to time. Preferred Stock redeemed pursuant to the
provisions of this paragraph (g) shall be canceled and shall thereafter have the
status of authorized and unissued shares of Preferred Stock.

(h) The term "date of cumulation" as used with reference to any series of
Preferred Stock shall be deemed to mean the date fixed by the Board of Directors
as the date of cumulation of such series at the time of creation thereof or, if
no date shall have been fixed, the date on which shares of such series are first
issued. Whenever used with reference to any share of any series of Preferred
Stock, the term "full cumulative dividends" shall be deemed to mean (whether or
not in any dividend period, or any part thereof, in respect of which such term
is used there shall have been net profits or net assets of the Corporation
legally available for the payment of such dividends) that amount which shall be
equal to dividends at the full rate fixed for such series as provided in
paragraph (b) of this Article FOURTH for the period of time elapsed from the
date of cumulation of such series to the date as of which full cumulative
dividends are to be computed (including an amount equal to the dividend at such
rate for any fraction of a dividend period included in such period of time); and
the term "accrued dividends" shall be deemed to mean full cumulative dividends
to the date as of which accrued dividends are to be computed, less the amount of
all dividends paid, or deemed paid as hereinafter in this paragraph (h)
provided, upon said share. In the event of the issue of additional shares of
Preferred Stock of any series after the original issue of shares of Preferred
Stock of such series, all dividends paid or accrued on Preferred Stock of such
series prior to the date of issue of such additional Preferred Stock shall be
deemed to have been paid on the additional Preferred Stock so issued.

(i) No holder of stock of any class of the Corporation, whether now or
hereafter authorized, shall have any preemptive, preferential or other rights to
subscribe for or purchase or acquire any shares of any class or any other
securities of the Corporation, whether now or hereafter authorized, and whether
or not convertible into, or evidencing or carrying the right to


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purchase, shares of any class or any other securities now or hereafter
authorized, and whether the same shall be issued for cash, services or property,
or by way of dividend or otherwise.

(j) Subject to the provisions of these Articles of Incorporation and
except as otherwise provided by law, the shares of stock of the Corporation,
regardless of class, may be issued for such consideration and for such corporate
purposes as the Board of Directors may from time to time determine.

(k) Except as otherwise provided by law, or these Articles of
Incorporation, or by the vote or votes providing for the issue of any series of
Preferred Stock, the holders of shares of Preferred Stock as such holders, shall
not have any right to vote, and are hereby specifically excluded from the right
to vote, in the election of directors or for any other purpose. Except as
aforesaid, the holders of Preferred Stock, as such holders, shall not be
entitled to notice of any meeting of stockholders.

(1) Subject to the provisions of any applicable law, or of the Bylaws of
the Corporation as from time to time amended, with respect to the closing of the
transfer books or the fixing of a record date for the determination of
stockholders entitled to vote and except as otherwise provided by law or by
these Articles of Incorporation, or by the vote or votes providing for the issue
of any series of Preferred Stock, the holders of outstanding shares of Common
Stock shall exclusively possess voting power for the election of directors and
for all other purposes, each holder of record of shares of Common Stock being
entitled to one vote for each share of Common Stock standing in his name on the
books of the Corporation.

(As of the date of these Restated Articles of Incorporation, the following
series of Preferred Stock have been authorized by the Board of Directors of the
Corporation: (i) Series III 10.12% Perpetual Preferred Stock, the terms and
provisions of which are set forth in Exhibit A hereto, (ii) Series IV 9.375%
Perpetual Preferred Stock, the terms and provisions of which are set forth in
Exhibit B hereto, (iii) Dual Convertible Preferred Stock, the terms and
provisions of which are set forth in Exhibit C hereto, (iv) Cumulative
Participating Junior Preferred Stock, the terms and provisions of which are set
forth in Exhibit D hereto, (v) Preferred Stock with Cumulative and Adjustable
Dividends, the terms and provisions of which are set forth in Exhibit E hereto,
(vi) 9.30% Cumulative Preferred Stock, the terms and provisions of which are set
forth in Exhibit F hereto, (vii) 9.35% Cumulative Preferred Stock, the terms and
provisions of which are set forth in Exhibit G hereto, (viii) Series V 7.25%
Perpetual Preferred Stock, the terms and provisions of which are set forth in
Exhibit H hereto, (ix) Series VI 6.75% Perpetual Preferred Stock, the terms and
provisions of which are set forth in Exhibit I hereto, (x) Series VII
Fixed/Adjustable Rate Cumulative Preferred Stock, the terms and provisions of
which are set forth in Exhibit J hereto and (xi) Series VIII Fixed/Adjustable
Rate Noncumulative Preferred Stock, the terms and provisions of which are set
forth in Exhibit K hereto, said Exhibits A through K being hereby incorporated
by reference in this Article FOURTH as if set forth herein. As of the date of
these Restated Articles of Incorporation, there were issued and outstanding (i)
no shares of Series III 10.12% Perpetual Preferred Stock, (ii) no shares of
Series IV 9.375% Perpetual Preferred Stock, (iii) no shares of Dual Convertible
Preferred Stock, (iv) no shares of Cumulative Participating Junior Preferred
Stock, (v) no shares of Preferred Stock with


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Cumulative and Adjustable Dividends, (vi) no shares of 9.30% Cumulative
Preferred Stock, (vii) 500,000 shares of 9.35% Cumulative Preferred Stock,
(viii) 765,010 shares of Series V 7.25% Perpetual Preferred Stock, (ix) 600,000
shares of Series VI 6.75% Perpetual Preferred Stock, (x) 700,000 shares of
Series VII Fixed/Adjustable Rate Cumulative Preferred Stock, and (xi) 200,000
shares of Series VIII Fixed/Adjustable Rate Noncumulative Preferred Stock.)

FIFTH: The private property of the stockholders of the Corporation shall
not be subject to the payment of corporate debts to any extent whatsoever.

SIXTH: Whenever the vote of stockholders at a meeting thereof is required
or permitted to be taken for or in connection with any corporate action, the
meeting and vote of stockholders may be dispensed with and such action may be
taken with the written consent of stockholders having not less than the minimum
percentage of the total vote required by statute for the proposed corporate
action, and provided that prompt notice of such action be given to all
stockholders who would have been entitled to vote upon the action if such
meeting were held.

SEVENTH: (a) Directors of the Corporation need not be stockholders, but no
person shall be elected a Director who has attained the age of 72 and no person
shall continue to serve as Director after the date of the first meeting of the
stockholders of the Corporation held on or after the date on which such person
attained the age of 72.

The powers and authorities herein conferred upon the Board of Directors
are in furtherance and not in limitation of those conferred by the laws of the
State of Rhode Island. In addition to the powers and authorities herein or by
statute expressly conferred upon it, the Board of Directors may exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the State
of Rhode Island, of these Articles of Incorporation and of the Bylaws of the
Corporation.

(b) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. The number of directors of the
Corporation (exclusive of directors to be elected by the holders of any one or
more series of the Preferred Stock vote separately as a class or classes) that
shall constitute the Board of Directors shall be 13, unless otherwise determined
from time to time by resolution adopted by the affirmative vote of:

(1) At least 80% of the Board of Directors, and

(2) A majority of the Continuing Directors.

(c) Subject to applicable law, the Directors shall be divided into three
(3) classes, each class to be as nearly equal in number as possible. The term of
office of Directors of the first class shall expire at the annual meeting of
stockholders to be held in 1984 and until their respective successors are duly
elected and qualified. The term of office of Directors of the second class shall
expire at the annual meeting of stockholders to be held in 1985 and until their
respective successors are duly elected and qualified. The term of office of
Directors of the third class shall expire at the annual meeting of stockholders
to be held in 1986 and until their


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<PAGE>

respective successors are duly elected and qualified. Subject to the foregoing,
at each annual meeting of stockholders, commencing at the annual meeting to be
held in 1984, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting and until their successors shall be duly elected and
qualified. Any vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number of directors,
may be filled only by the Board of Directors, acting by vote of 80% of the
directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their respective successors shall be
duly elected and qualified. No decrease in the number of directors shall shorten
the term of any incumbent director. Notwithstanding the foregoing, and except as
otherwise required by law, whenever the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a class, to elect one
or more directors of the Corporation, (i) the terms of the director or directors
elected by such holders shall expire at the next succeeding annual meeting of
stockholders and vacancies created with respect to, any directorship of the
directors so elected may be filled in the manner specified by such Preferred
Stock, and (ii) this Article SEVENTH shall be deemed to be construed and/or
modified so as to permit the full implementation of the terms and conditions
relating to election of directors of any series of Preferred Stock that has been
or will be designated by the Board of Directors.

(d) Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the Corporation), any one or more directors of
the Corporation may be removed at any time, but only for cause and only by
either (1) the affirmative vote of a majority or the Continuing Directors and a
majority of the Board of Directors or (2) the affirmative vote, at a meeting of
the stockholders called for that purpose, as to all stock held by the holders of
80% or more of the outstanding Voting Shares, voting separately as a class.

Notwithstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of Preferred Stock shall have the
right, voting separately as a class, to elect one or more directors of the
Corporation, the provisions of this Section (d) shall not apply with respect to
the director or directors elected by such holders of Preferred Stock.

(e) For purposes of this Article SEVENTH, the following definitions shall
apply:

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

(2) Associate. The term "Associate", 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 or partner or is,


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<PAGE>

directly or indirectly, the beneficial owner of ten percent or more
of any class of equity securities;

(B) Any trust or other estate in which such Person has a ten
percent or greater beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity;

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

(D) Any investment company registered under the Investment
Company Act of 1940 for which such Person or any Affiliate or
Associate of such Person serves as investment adviser.

(3) Beneficial Owner. A Person shall be considered the "Beneficial Owner"
of any shares of stock (whether or not owned of record):

(A) With respect to which such Person or any Affiliate or
Associate of such Person directly or indirectly has or shares (i)
voting power, including the power to vote or to direct the voting of
such shares of stock, and/or (ii) investment power, including the
power to dispose of or to direct the disposition of such shares of
stock;

(B) Which such Person or any Affiliate or Associate of such
Person 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, and/or (ii) the right to vote pursuant to any agreement,
arrangement or understanding (whether such right is exercisable
immediately or only after the passage of time); or

(C) Which are Beneficially Owned within the meaning of (A) or
(B) of this Section (3) by any other Person with which such first
mentioned Person or any of its Affiliates or Associates has any
agreement, arrangement or understanding, written or oral, with
respect to acquiring, holding, voting or disposing of any shares of
stock of the Corporation or any Subsidiary of the Corporation or
acquiring, holding or disposing of all or substantially all, or any
Substantial Part, of the assets or business of the Corporation or a
Subsidiary of the Corporation.

For the purpose only of determining whether a Person is the Beneficial
Owner of a percentage specified in this Article SEVENTH of the outstanding
Voting Shares, such shares shall be deemed to include any Voting Shares which
may be issuable pursuant to any agreement, arrangement or understanding or upon
the exercise of conversion rights, exchange rights,


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<PAGE>

warrants, options or otherwise and which are deemed to be beneficially owned by
only such Person pursuant to the foregoing provisions of this Section (3).

(4) Business Combination. A "Business Combination" means:

(A) The sale, exchange, lease, transfer or other
disposition to or with a Related Person or any Affiliate or
Associate of such Related Person by the Corporation or any of
its Subsidiaries (in a single transaction or a series of
related transactions) of all or substantially all, or any
Substantial Part, of its or their assets or businesses
(including, without limitation, any securities issued by a
Subsidiary);

(B) The purchase, exchange, lease or other acquisition
by the Corporation or any of its Subsidiaries (in a single
transaction or a series of related transactions) of all or
substantially all, or any Substantial Part, of the assets or
business of a Related Person or any Affiliate or Associate of
such Related Person;

(C) Any merger or consolidation of the Corporation or
any Subsidiary thereof into or with a Related Person or any
Affiliate or Associate of such Related Person, irrespective of
which Person is the surviving entity in such merger or
consolidation;

(D) Any reclassification of securities, recapitalization
or other transaction (other than a redemption in accordance
with the terms of the security redeemed) which has the effect,
directly or indirectly, of increasing the proportionate amount
of Voting Shares of the Corporation or any Subsidiary thereof
which are Beneficially Owned by a Related Person, or any
partial or complete liquidation, spin off, split off or split
up of the Corporation or any Subsidiary thereof; provided
however, that this Section (4)(D) shall not relate to any
transaction of the types specified herein that has been
approved by (i) a majority of the Board of Directors, and (ii)
80% of the Continuing Directors; or

(E) The acquisition upon the issuance thereof of
Beneficial Ownership by a Related Person of Voting Shares or
securities convertible into Voting Shares or any voting
securities or securities convertible into voting securities of
any Subsidiary of the Corporation, or the acquisition upon the
issuance thereof of Beneficial Ownership by a Related Person
of any rights, warrants or options to acquire any of the
foregoing or any combination of the foregoing Voting Shares or
voting securities of a Subsidiary of the Corporation.

As used in this definition, a "series of related transactions" shall be
deemed to include not only a series of transactions with the same Related Person
but also a series of separate transactions with a Related Person or any
Affiliate or Associate of such Related Person.


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<PAGE>

Anything in this definition to the contrary notwithstanding, this
definition shall not be deemed to include any transaction of the type set forth
in Sections (4)(A) through (4)(C) above between or among any two or more
Subsidiaries of the Corporation or the Corporation and one or more Subsidiaries
of the Corporation if such transaction has been approved by the affirmative vote
of at least 80% of the Board of Directors and a majority of the Continuing
Directors on or prior to the Date of Determination.

(5) Continuing Director. A "Continuing Director" shall mean:

(A) An individual who was a member of the Board of
Directors of the Corporation first elected by the stockholders
or by the Board of Directors prior to April 13, 1983 or prior
to the time that a Related Person became the Beneficial Owner
of in excess of 10% of the Voting Shares of the Corporation
entitled to vote in the election of directors; or

(B) An individual designated (before such individual's
initial election as a director) as a Continuing Director by a
majority of the then Continuing Directors.

(6) Date of Determination. The term "Date of Determination"
means:

(A) The date on which a binding agreement (except for
the fulfillment of conditions precedent, including, without
limitation, votes of stockholders to approve such transaction)
is entered into by the Corporation, as authorized by its Board
of Directors, and another Person providing for any Business
Combination; or

(B) If such an agreement as referred to in Section
(6)(A) above is amended so as to make it less favorable to the
Corporation and its stockholders, the date on which such
amendment is approved by the Board of Directors of the
Corporation; or

(C) In cases where neither Section (6)(A) or (6)(B)
above shall be applicable, the record date for the
determination of stockholders of the Corporation entitled to
notice of and to vote upon the transaction in question. A
majority of the Continuing Directors shall have the power and
duty to determine the Date of Determination as to any
transaction under this Article SEVENTH. Any such determination
shall be conclusive and binding for all purposes of this
Article.

(7) Person. The term "Person" shall mean any individual,
partnership, corporation, group or other entity (other than the
Corporation, any Subsidiary of the Corporation for itself or as a
fiduciary for customers in the ordinary course, or a trustee holding
stock for the benefit of employees of the Corporation or its
Subsidiaries, or any one of them, pursuant to one or more employee
benefit plans or arrangements). When


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<PAGE>

two or more Persons act as a partnership, limited partnership,
syndicate, association or other group for the purpose of acquiring,
holding or disposing of shares of stock, such partnership,
syndicate, association or group shall be deemed a "Person".

(8) Related Person. "Related Person" means any Person which is
the Beneficial Owner, as of the Date of Determination or immediately
prior to the consummation of a Business Combination, or both, of 10%
or more of the Voting Shares, or any Person who is an Affiliate of
the Corporation and at any time within five years preceding the Date
of Determination was the Beneficial Owner of 10% or more of the then
outstanding Voting Shares, but does not include any one group of
more than one Continuing Director.

(9) Substantial Part. The term "Substantial Part" as used with
reference to the assets of the Corporation, of any Subsidiary or of
any Related Person means assets having a value of more than five
percent of the total consolidated assets of the Corporation and its
Subsidiaries as of the end of the Corporation's most recent fiscal
year ending prior to the time the determination is being made.

(10) Subsidiary. "Subsidiary" shall mean any corporation or
entity of which the Person in question owns not less than 50% of any
class of equity securities, directly or indirectly.

(11) Voting Shares. "Voting Shares" shall mean shares of the
Corporation's capital stock entitled to vote generally in the
election of directors.

(12) Certain Determinations With Respect to Article SEVENTH.
(A) A majority of the Continuing Directors shall have the conclusive
power and authority to determine, for the purposes of this Article
SEVENTH, on the basis of information known to them: (i) the number
of Voting Shares of which any Person is the Beneficial Owner, (ii)
whether a Person is an Affiliate or Associate of another, (iii)
whether a Person has an agreement, arrangement or understanding with
another as to the matters referred to in the definition of
"Beneficial Owner" as hereinabove defined, (iv) whether the assets
subject to any Business Combination constitute a "Substantial Part"
as hereinabove defined, (v) whether two or more transactions
constitute a "series of related transactions" as hereinabove
defined, (vi) any matters referred to in subsection (12)(B) below,
and (vii) such other matters with respect to which a determination
is required under this Article SEVENTH. Any such determination shall
be final and binding for all purposes hereunder.

(B) A Related Person shall be deemed to have acquired a Voting Share of
the Corporation at the time where such Related Person became the Beneficial
Owner thereof. With respect to Voting Shares owned by Affiliates, Associates or
other Persons whose ownership is attributed to a Related Person under the
foregoing definition of Beneficial Owner, if the price paid by such Related
Person for such shares is not determinable, the price so paid shall be deemed to
be the higher of (i) the price paid upon acquisition thereof by the Affiliate,
Associate


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<PAGE>

or other Person or (ii) the market price of the shares in question (as
determined by a majority of the Continuing Directors) at the time when the
Related Person became the Beneficial Owner thereof.

(f) Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the Corporation), and in addition to such
additional vote of the Preferred Stock as may be required by the provisions of
any series thereof or by applicable law, this Article SEVENTH shall not be
amended, altered, changed or repealed without:

(1) The affirmative vote of 80% of the Board of Directors and of a
majority of Continuing Directors, and

(2) The affirmative vote as to all stock held by the holders of 80%
or more of the outstanding Voting Shares, voting separately as a class.

EIGHTH: (a) The Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provision contained in these
Articles of Incorporation, and other provisions authorized by the laws of the
State of Rhode Island at the time in force may be added or inserted in these
Articles of Incorporation, in the manner (i) now or hereafter prescribed by law,
and (ii) as has otherwise been provided in Articles SEVENTH and NINTH of these
Articles of Incorporation; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to these Articles of Incorporation in their present
form or as hereafter amended are granted subject to the right reserved in this
Article EIGHTH.

(b) Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the Corporation), and in addition to such
additional vote of the Preferred Stock as may be required by the provisions of
any series thereof or by applicable law, this Article EIGHTH shall not be
amended, altered, changed or repealed without the affirmative vote as to all
stock held by the holders of 80% or more of the outstanding shares of the
Corporation's capital stock entitled to vote generally in the election of
directors, voting separately as a class.

NINTH: (a) Definitions and Related Matters as to Certain Business
Combinations.

1.1 Affiliate. An "Affiliate" of, or a Person "affiliated with", a
specified Person, means a Person that directly or indirectly, through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified.

1.2 Associate. The term "Associate" used to indicate a relationship with
any Person means:


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<PAGE>

(1) Any corporation or organization (other than the Corporation or a
Subsidiary of the Corporation) of which such Person is an officer or
partner or is, directly or indirectly, the beneficial owner of ten percent
or more of any class of equity securities;

(2) Any trust or other estate in which such Person has a ten percent
or greater beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity;

(3) Any relative or spouse of such Person, or any relative of such
spouse, who has the same home as such Person; or

(4) Any investment company registered under the Investment Company
Act of 1940 for which such Person or any Affiliate or Associate of such
Person serves as investment adviser.

1.3 Beneficial Owner. A Person shall be considered the "Beneficial Owner"
of any shares of stock (whether or not owned of record):

(1) With respect to which such Person or any Affiliate or Associate
of such Person directly or indirectly has or shares (i) voting power,
including the power to vote or to direct the voting of such shares of
stock, and/or (ii) investment power, including the power to dispose of or
to direct the disposition of such shares of stock;

(2) Which such Person or any Affiliate or Associate of such Person
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, and/or (ii) the right
to vote pursuant to any agreement, arrangement or understanding (whether
such right is exercisable immediately or only after the passage of time);
or

(3) Which are Beneficially Owned within the meaning of (1) or (2) of
this Section 1.3 by any other Person with which such first mentioned
Person or any of its Affiliates or Associates has any agreement,
arrangement or understanding, written or oral, with respect to acquiring,
holding, voting or disposing of any shares of stock of the Corporation or
any Subsidiary of the Corporation or acquiring, holding or disposing of
all or substantially all, or any Substantial Part, of the assets or
business of the Corporation or a Subsidiary of the Corporation.

For the purpose only of determining whether a Person is the Beneficial
Owner of a percentage specified in this Article NINTH of the outstanding Voting
Shares, such shares shall be deemed to include any Voting Shares which may be
issuable pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants, options or otherwise
and which are deemed to be beneficially owned by only such Person pursuant to
the foregoing provisions of this Section 1.3.


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<PAGE>

1.4 Business Combination. A "Business Combination" means:

(1) The sale, exchange, lease, transfer or other disposition to or
with a Related Person or any Affiliate or Associate of such Related Person
by the Corporation or any of its Subsidiaries (in a single transaction or
a series of related transactions) of all or substantially all, or any
Substantial Part, of its or their assets or business (including, without
limitation, any securities issued by a Subsidiary);

(2) The purchase, exchange, lease or other acquisition by the
Corporation or any of its Subsidiaries (in a single transaction or a
series of related transactions) of all, or any Substantial Part, of the
assets or business of a Related Person or any Affiliate or Associate of
such Related Person;

(3) Any merger or consolidation of the Corporation or any Subsidiary
thereof into or with a Related Person or any Affiliate or Associate of
such Related Person, irrespective of which Person is the surviving entity
in such merger or consolidation;

(4) Any reclassification of securities, recapitalization or other
transaction (other than a redemption in accordance with the terms of the
security redeemed) which has the effect, directly or indirectly, of
increasing the proportionate amount of Voting Shares of the Corporation or
any Subsidiary thereof which are Beneficially Owned by a Related Person,
or any partial or complete liquidation, spin-off, split-off or split-up of
the Corporation or any Subsidiary thereof; provided, however, that this
Section 1.4(4) shall not relate to any transaction of the types specified
herein that has been approved by (i) a majority of the Board of Directors
and (ii) 80% of the Continuing Directors; or

(5) The acquisition upon the issuance thereof of Beneficial
Ownership by a Related Person of Voting Shares or securities convertible
into Voting Shares or any voting securities or securities convertible into
voting securities of any Subsidiary of the Corporation, or the acquisition
upon the issuance thereof of Beneficial Ownership by a Related Person of
any rights, warrants or options to acquire any of the foregoing or any
combination of the foregoing Voting Shares or voting securities of a
Subsidiary of the Corporation.

As used in this definition, a "series of related transactions" shall be deemed
to include not only a series of transactions with the same Related Person but
also a series of separate transactions with a Related Person or any Affiliate or
Associate of such Related Person.

Anything in this definition to the contrary notwithstanding, this
definition shall not be deemed to include any transaction of the type set forth
in Section 1.4(l) through 1.4(3) above between or among any two or more
Subsidiaries of the Corporation or the Corporation and one or more Subsidiaries
of the Corporation if such transaction has been approved by the affirmative vote
of at least 80% of the Board of Directors and a majority of the Continuing
Directors on or prior to the Date of Determination.


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<PAGE>

1.5 Continuing Director. A "Continuing Director" shall mean:

(1) An individual who was a member of the Board of Directors of the
Corporation first elected by the stockholders or by the Board of Directors
prior to April 13, 1983 or prior to the time that a Related Person became
the Beneficial Owner of in excess of 10% of the Voting Shares of the
Corporation entitled to vote in the election of directors; or

(2) An individual designated (before such individual's initial
election as a director) as a Continuing Director by a majority of the then
Continuing Directors.

1.6 Date of Determination. The term "Date of Determination" means:

(1) The date on which a binding agreement (except for the
fulfillment of conditions precedent, including, without limitation, votes
of stockholders to approve such transaction) is entered into by the
Corporation, as authorized by its Board of Directors, and another Person
providing for any Business Combination; or

(2) If such an agreement as referred to in Section 1.6(1) above is
amended so as to make it less favorable to the Corporation and its
stockholders, the date on which such amendment is approved by the Board of
Directors of the Corporation; or

(3) In cases where neither Section 1.6(1) or (2) above shall be
applicable, the record date for the determination of stockholders of the
Corporation entitled to notice of and to vote upon the transaction in
question.

A majority of the Continuing Directors shall have the power and duty to
determine the Date of Determination as to any transaction under this Article
NINTH. Any such determination shall be conclusive and binding for all purposes
of this Article.

1.7 Person. The term "Person" shall mean any individual, partnership,
corporation, group or other entity (other than the Corporation, any Subsidiary
of the Corporation for itself or as a fiduciary for customers in the ordinary
course, or a trustee holding stock for the benefit of employees of the
Corporation or its Subsidiaries, or any one of them, pursuant to one or more
employee benefit plans or arrangements). When two or more Persons act as a
partnership, limited partnership, syndicate, association or other group for the
purpose of acquiring, holding or disposing of shares of stock, such partnership,
syndicate, association or group shall be deemed a "Person".

1.8 Related Person. "Related Person" means any Person which is the
Beneficial Owner, as of the Date of Determination or immediately prior to the
consummation of a Business Combination or both, of 10% or more of the Voting
Shares, or any Person who is an Affiliate of the Corporation and at any time
within five years preceding the Date of Determination was the Beneficial Owner
of 10% or more of the then outstanding Voting Shares, but does not include any
one or group of more than one Continuing Director.


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<PAGE>

1.9 Substantial Part. The term "Substantial Part" as used with reference
to the assets of the Corporation, of any Subsidiary or of any Related Person
means assets having a value of more than five percent of the total consolidated
assets of the Corporation and its Subsidiaries as of the end of the
Corporation's most recent fiscal year ending prior to the time the determination
is being made.

1.10 Subsidiary. "Subsidiary" shall mean any corporation or entity of
which the Person in question owns not less than 50% of any class of equity
securities, directly or indirectly.

1. 11 Voting Shares. "Voting Shares" shall mean shares of the
Corporation's capital stock entitled to vote generally in the election of
directors.

1. 12 Certain Determinations With Respect to Article NINTH.

(1) A majority of the Continuing Directors shall have the conclusive
power and authority to determine, for the purposes of this Article NINTH,
on the basis of information known to them: (i) the number of Voting Shares
of which any Person is the Beneficial Owner, (ii) whether a Person is an
Affiliate or Associate of another, (iii) whether a Person has an
agreement, arrangement or understanding with another as to the matters
referred to in the definition of "Beneficial Owner" as hereinabove
defined, (iv) whether the assets subject to any Business Combination
Constitute a "Substantial Part" as hereinabove defined, (v) whether two or
more transactions constitute a "series of related transactions" as
hereinabove defined, (vi) any matters referred to in subsection 1.12(2)
below, and (vii) such other matters with respect to which a determination
is required under this Article NINTH. Any such determination shall be
final and binding for all purposes hereunder.

(2) A Related Person shall be deemed to have acquired a Voting Share
of the Corporation at the time when such Related Person became the
Beneficial Owner thereof. With respect to Voting Shares owned by
Affiliates, Associates or other Persons whose ownership is attributed to a
Related Person under the foregoing definition of Beneficial Owner, if the
price paid by such Related Person for such shares is not determinable, the
price so paid shall be deemed to be the higher of (i) the price paid upon
acquisition thereof by the Affiliate, Associate or other Person or (ii)
the market price of the shares in question (as determined by a majority of
the Continuing Directors) at the time when the Related Person became the
Beneficial Owner thereof.

(b) Approval of Certain Business Combinations.

Whether or not a vote of the stockholders is otherwise required in
connection with the transaction, neither the Corporation nor any of its
Subsidiaries shall become a party to any Business Combination without prior
compliance with the provisions of Section 1.1 or 1.2 or 1.3 hereinbelow, in
addition to such additional vote of the Preferred Stock as may be required by
the provisions of any series thereof or by applicable law.


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<PAGE>

1.1 Prior Approval by the Board of Directors. Such Business Combination
was approved by the Board of Directors of the Corporation by the affirmative
vote of at least 80% of the Board of Directors of the Corporation either (a) at
a time prior to the acquisition of 10% or more of the outstanding Voting Shares
of the Corporation by the Related Person, or (b) after such acquisition, but
only so long as such Related Person sought and obtained the approval, by the
affirmative vote of at least 80% of the Board of Directors of the Corporation,
of the acquisition of 10% or more of the outstanding Voting Shares prior to such
acquisition being consummated.

1.2 Approval by Continuing Directors and Additional Requirements.

Such Business Combination (a) shall be approved at a meeting of the Board
of Directors by the affirmative vote of 80% of the Continuing Directors and a
majority of the Board of Directors, and (b) all of the conditions hereinafter
set forth in subsections (1) through (5) shall be satisfied:

(1) The ratio of (i) the aggregate amount of the cash and the fair
market value of other consideration to be received per share of Common
Stock in such Business Combination by holders of Common Stock other than
the Related Person involved in such Business Combination, to (ii) the
market price per share of the Common Stock immediately prior to the
announcement of the proposed Business Combination, is at least as great as
the ratio of (x) the highest per share price (including brokerage
commissions, transfer taxes and soliciting dealers' fees) which such
Related Person has theretofore paid in acquiring any Common Stock prior to
such Business Combination, to (y) the market price per share of Common
Stock immediately prior to the initial acquisition by such Related Person
of any shares of Common Stock; and

(2) The aggregate amount of the cash and the fair market value of
other consideration to be received per share of Common Stock in such
Business Combination by holders of Common Stock, other than the Related
Person involved in such Business Combination, (i) is not less than the
highest per share price (including brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by such Related Person in acquiring any
of its holdings of Common Stock, (ii) is not less than the earnings per
share of Common Stock for the four consecutive fiscal quarters of the
Corporation immediately preceding the Date of Determination of such
Business Combination multiplied by the then price/earnings multiple (if
any) of such Related Person as customarily computed and reported in the
financial community; provided, that for the purposes of this clause (ii),
if more than one Person constitutes the Related Person involved in the
Business Combination, the price/earnings multiple (if any) of the Person
having the highest price/earnings multiple shall be used for the
computation in this clause (ii), and (iii) is not less than the book value
of a share of the Common Stock, as reflected in the balance sheet of the
Corporation as of the last day of the last fiscal quarter of the
Corporation preceding the Date of Determination; and


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<PAGE>

(3) The consideration (if any) to be received in such Business
Combination by holders of Common Stock other than the Related Person
involved shall, except to the extent that a stockholder agrees otherwise
as to all or part of the shares which he or she owns, be in the same form
and of the same kind as the consideration paid by the Related Person in
acquiring Common Stock already owned by it; and

(4) After such Related Person became a Related Person and prior to
the consummation of such Business Combination: (i) such Related Person
shall have taken steps to ensure that the Board of Directors of the
Corporation included at all times representation by Continuing Directors
proportionate to the ratio that the number of Voting Shares of the
Corporation from time to time owned by stockholders who are not Related
Persons bears to all Voting Shares of the Corporation outstanding at the
time in question (with a Continuing Director to occupy any resulting
fractional position among the directors); (ii) such Related Person shall
not have acquired from the Corporation, directly or indirectly, any shares
of the Corporation (except (x) upon conversion of convertible securities
acquired by it prior to becoming a Related Person or (y) as a result of a
pro rata stock dividend, stock split or division of shares or (z) in a
transaction consummated after this Article NINTH was added to these
Articles of Incorporation and which satisfied all applicable requirements
of this Article NINTH); (iii) such Related Person shall not have acquired
any additional Voting Shares of the Corporation or securities convertible
into or exchangeable for Voting Shares except as a part of the transaction
which resulted in such Related Person's becoming a Related Person; and
(iv) such Related Person shall not have (x) received the benefit, directly
or indirectly (except proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance or tax credits
provided by the Corporation or any Subsidiary, or (y) made any major
change in the Corporation's business or equity capital structure or
entered into any contract, arrangement or understanding with the
Corporation except any such change, contract, arrangement or understanding
as may have been approved by the favorable vote of not less than 80% of
the Continuing Directors and a majority of the Board of Directors of the
Corporation; and

(5) A proxy statement complying with the requirements of the
Securities Exchange Act of 1934 shall have been mailed to all holders of
Voting Shares for the purpose of soliciting stockholder approval of such
Business Combination. Such proxy statement shall contain at the front
thereof, in a prominent place, any recommendations as to the advisability
(or inadvisability) of the Business Combination which the Continuing
Directors, or any of them, may have furnished in writing and, if deemed
advisable by two thirds of the Continuing Directors, an opinion of a
reputable investment banking firm as to the fairness (or lack of fairness)
of the terms of such Business Combination from the point of view of the
holders of Voting Shares other than any Related Person (such investment
banking firm to be selected by two thirds of the Continuing Directors, to
be furnished with all information it reasonably requests, and to be paid
by the Corporation a reasonable fee for its services upon receipt by the
Corporation of such opinion).


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For purposes of Sections 1.1 (1) and (2) hereof, in the event of a
Business Combination upon consummation of which the Corporation would be
the surviving corporation or company or would continue to exist (unless it
is provided, contemplated or intended that as part of such Business
Combination or within one year after consummation thereof a plan of
liquidation or dissolution of the Corporation will be effected), the term
"other consideration to be received" shall include (without limitation)
Common Stock retained by stockholders of the Corporation other than
Related Persons who are parties to such Business Combination.

1.3 Approval by Stockholders. If there is not full compliance with the
provisions of Section 1.1 or 1.2 of paragraph (b) of this Article, such Business
Combination shall be approved by the affirmative vote of 80% of the Voting
Shares, voting as a single class; provided that a proxy statement complying with
the requirements of the Securities Exchange Act of 1934 shall have been mailed
to all holders of Voting Shares for the purpose of soliciting stockholder
approval of such Business Combination. Such proxy statement shall contain at the
front thereof, in a prominent place, any recommendations as to the advisability
(or inadvisability) of the Business Combination which the Continuing Directors,
or any of them, may have furnished in writing and, if deemed advisable by two
thirds of the Continuing Directors, an opinion of a reputable investment banking
firm as to the fairness (or lack of fairness) of the terms of such Business
Combination from the point of view of the holders of Voting Shares other than
any Related Person (such investment banking firm to be selected by two thirds of
the Continuing Directors, to be furnished with all information it reasonably
requests, and to be paid a reasonable fee by the Corporation for its services
upon receipt by the Corporation of such opinion).

(c) Amendments to this Article NINTH.

Notwithstanding any other provisions of these Articles of Incorporation or
the Bylaws of the Corporation (and notwithstanding the fact that some lesser
percentage may be specified by law, these Articles of Incorporation or the
Bylaws of the Corporation), and in addition to such additional vote of the
Preferred Stock as may be required by the provisions of any series thereof or by
applicable law, this Article NINTH shall not be amended, altered, changed or
repealed without:

(1) The affirmative vote of 80% of the Board of Directors and a
majority of the Continuing Directors, and

(2) The affirmative vote as to all stock held by the holders of 80%
or more of the outstanding Voting Shares, voting separately as a class.

(d) Amendments Recommended by Directors.

The provisions of paragraph (c) of this Article NINTH shall not apply to,
and the vote, referred to therein shall not be required for, any amendment,
addition, alteration or repeal of any provision of this Article NINTH
recommended to the stockholders by the favorable vote of (1) a majority of the
Board of Directors, and (2) not less than 80% of the Continuing Directors, and


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any such amendment, addition, alteration or repeal so recommended shall require
only the vote, if any, required under the applicable provisions of the Rhode
Island Business Corporation Law.

TENTH: (a) No director of the Corporation shall be liable to the
Corporation or to its stockholders for monetary damages for breach of the
director's duty as a director; provided, however, that this Article TENTH shall
not eliminate or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) the liability imposed pursuant to the provisions
of R.I.G.L. Section 7-1.1-43 (as in effect or as hereafter amended); or (iv) for
any transaction from which the director derived an improper personal benefit
unless said transaction is permitted by R.I.G.L. Section 7-1.1-37.1 (as in
effect or as hereafter amended). If the Rhode Island General Laws are amended
after the adoption of this Article TENTH to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of each director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Rhode Island General Laws, as so amended.
Neither the amendment nor repeal of this Article TENTH nor the adoption of any
provision of these Articles of Incorporation inconsistent with this Article
TENTH shall eliminate or reduce the effect of this Article TENTH in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article TENTH, would occur or arise, prior to such amendment, repeal or adoption
of an inconsistent provision.

(b) Notwithstanding any other provision of these Articles of
Incorporation, including Section EIGHTH (a), or the Bylaws of the Corporation
(and notwithstanding the fact that some lesser percentage may be specified by
law, these Articles of Incorporation or the Bylaws of the Corporation), and in
addition to such additional vote of the Preferred Stock as may be required by
the provisions of any series thereof or by applicable law, this Article TENTH
shall not be amended, altered, changed or repealed without:

(1) the affirmative vote of 80% of the Board of Directors and a
majority of Continuing Directors (as defined in Article SEVENTH of these
Articles of Incorporation), and

(2) the affirmative vote as to all stock held by the holders of 80%
or more of the outstanding Voting Shares (as defined in Article SEVENTH of
these Articles of Incorporation), voting separately as a class.

ELEVENTH: The Restated Articles of Incorporation correctly set forth
without change the corresponding provisions of the Articles of Incorporation as
heretofore amended, and supersede the original Articles of Incorporation and all
amendments thereto.