REY

AMENDED ARTICLES OF INCORPORATION
of
THE REYNOLDS AND REYNOLDS COMPANY
Restatement Effective February 9, 1995


FIRST: The name of the corporation is THE REYNOLDS AND REYNOLDS COMPANY.

SECOND: The place in the State of Ohio where its principal office is
located is the City of Dayton, Montgomery County.

THIRD: The purposes for which it is formed are:

a. To manufacture and distribute standard and custom business
forms and systems and computer equipment, systems and accessories,
and provide electronic data processing services;

b. To act as statutory agent for any domestic or foreign
corporation as permitted by Sections 1701.07, 1702.06 and 1703.041,
of the Ohio Revised Code, and amendments thereto; and

c. 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 and amendments thereto.
Nothing herein shall be deemed to limit or exclude in any manner
any capacity, power, right, privilege or authority granted to, or
inhering within, this corporation by virtue of the common law and
the General Corporation Law of Ohio, as the same may be amended
from time to time.

FOURTH: SECTION 1. Authorized Capital Stock.

The total number of shares of capital stock that the corporation is
authorized to issue is 210,000,000, divided into three classes as
follows:

(i) 120,000,000 Class A Common Shares, $.625, (hereafter referred
to as "Class A Common Shares");

(ii) 30,000,000 Class B Common Shares, $.03125, (hereafter
referred to as "Class B Common Shares" and referred to collectively
with the Class A Common Shares as "Common Shares"); and

(iii) 60,000,000 Preferred Shares, no par value (hereafter
referred to as "Preferred Shares").

SECTION 2. Terms and Provisions of Preferred Shares.

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a. GENERAL. The Preferred Shares may be issued in one or more
series. Except as set forth in Articles FOURTH and FIFTH of these
Amended Articles of Incorporation or as permitted by Section 1701
of the Revised Code of the State of Ohio, as amended from time to
time (the "Ohio Code"), the express terms of Preferred Shares of
different series of any particular class shall be identical. The
division of the Preferred Shares into one or more series and the
designations, preferences and relative, participating, optional or
other special rights and privileges of, and qualifications and
restrictions on, the rights of holders of Preferred Shares of each
series shall be such as stated and expressed in these Amended
Articles of Incorporation and, to the extent not stated and
expressed herein and subject to the Ohio Code, shall be such as may
be fixed by the Board of Directors (authority to do so being hereby
expressly granted) and stated and expressed in a resolution or
resolutions adopted by the Board of Directors and an amendment to
these Amended Articles of Incorporation adopted by the Board of
Directors providing for the issuance of Preferred Shares of such
series. Such resolution or resolutions and amendment shall fix (i)
the designation and authorized number of Preferred Shares for each
series; (ii) the dividend or distribution rates for such series;
(iii) the dates of payment of dividends or distributions and the
dates, if any, from which dividends are cumulative; (iv) the
liquidation prices for such series; (v) the redemption rights and
prices for such series, if any; (vi) the sinking fund requirements
for such series, if any; (vii) conversion rights for such series,
if any; PROVIDED that in no event shall the Preferred Shares be
convertible into Common Shares; and (viii) restrictions on the
issuance of shares of any class or series, if any. Such resolution
or resolutions and amendment may also fix (authority to do so being
hereby expressly granted to the Board of Directors) any and all
other relative, participating, voting, optional or other special
rights and privileges of, and qualifications or restrictions on,
the rights of holders of Preferred Shares or any series thereof to
the extent permitted by the Ohio Code.

b. DIVIDEND PREFERENCE. The holders of Preferred Shares of each
series, in preference to the dividend rights on the Common Shares
and any other stock of the corporation ranking junior to the
Preferred Shares with respect to dividends or distributions, shall
be entitled to receive out of any funds legally available therefor
and when and as declared by the Board of Directors dividends or
distributions at the rates fixed for such series by the amendments
to these Amended Articles of Incorporation adopted by the Board of
Directors providing for the issuance of such series, and no more,
payable on the dates fixed for such series in such amendments.
Such dividends shall be cumulative, in the case of Preferred Shares
of a particular series entitled to cumulative dividends, from and
after the dates fixed for such series by the amendments to these
Amended Articles of Incorporation adopted by the Board of Directors
providing for the issuance of such series.

No dividend for any dividend period shall be paid upon or
declared and set apart for any Preferred Shares of any series for
any dividend period unless, as to each series of Preferred Shares
entitled to cumulative dividends, dividends for all past dividend
periods on all such series shall have been paid or shall have been
declared and a sum sufficient for the payment thereof set apart.

No dividend in respect of past dividend periods shall be paid
upon or declared and set apart for payment on any Preferred Shares
of any series entitled to cumulative

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dividends unless there shall be or have been declared and set
apart for payment on all outstanding Preferred Shares of all series
entitled to cumulative dividends, dividends for past dividend
periods ratably in accordance with the amounts which would be
payable on the shares of the series entitled to cumulative
dividends if all dividends due for all past dividend periods were
declared and paid in full.

So long as any Preferred Shares of any series remain
outstanding, the corporation shall not declare or pay any dividends
or make any distributions, in each case, whether in cash,
securities or otherwise, on the Common Shares or any other stock
ranking junior to the Preferred Shares with respect to dividends or
distributions (other than dividends or distributions payable in
Common Shares or other stock ranking junior to the Preferred Shares
with respect to dividends or distributions and with respect to the
liquidation, dissolution or winding up of the corporation), nor
shall any Common Shares or shares of such junior stock be redeemed,
purchased, retired or otherwise acquired, unless and until all
dividends or distributions on the Preferred Shares of all series
for all past dividend periods shall have been paid or made in full,
or declared and a sum sufficient for payment of such dividends or
distributions set apart, and the full dividend thereon or
distribution with respect thereto shall have been declared and paid
or made for the current dividend period.

c. LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution or winding up of the corporation, voluntary or
otherwise, then, before any distribution or payment shall be made
to the holders of Common Shares or any class of stock of the
corporation ranking junior to the Preferred Shares in respect to
the liquidation, dissolution or winding up of the corporation, the
holders of the Preferred Shares of all series shall be entitled to
be paid in full the respective amounts fixed by the amendments to
these Amended Articles of Incorporation adopted by the Board of
Directors providing for the issuance of such series for payment for
such series in the event of liquidation, dissolution or winding up
of the corporation. After such payment shall have been made in
full to the holders of Preferred Shares of all series, the
remaining assets of the corporation shall be distributed among the
holders of Common Shares and other shares of any other class of
stock of the corporation ranking junior to the Preferred Shares in
respect of the liquidation, dissolution or winding up of the
corporation according to their respective rights. In the event
that the assets of the corporation available for distribution to
the holders of Preferred Shares of all series shall not be
sufficient to make the payment required herein to be made in full,
such assets shall be distributed to the holders of the Preferred
Shares of all series pro rata in proportion to the amounts fixed
for payment for such shares in the event of the liquidation,
dissolution or winding up of the corporation.

d. STATUS OF REACQUIRED SHARES. Except as otherwise provided in
any amendments to the Amended Articles of Incorporation by the
Board of Directors providing for the issuance of any particular
series of Preferred Shares, Preferred Shares that are redeemed,
repurchased or otherwise acquired by the corporation shall assume
the status of authorized but unissued Preferred Shares and may
thereafter, subject to the provisions of this Article FOURTH, the
Ohio Code and any restrictions contained in the amendments to these
Amended Articles of Incorporation by the Board of Directors
providing for the issuance of any particular series of Preferred
Shares, be reissued in the same manner as other authorized but
unissued Preferred Shares.

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Section 3. Terms and Provisions of Common Shares.

The express terms and provisions of the Common Shares are as
follows:

a. When and as declared by the Board of Directors out of the
funds of the corporation available for such purpose and subject to
prior rights and preferences of the Preferred Shares set forth in
Section 2.b. of this Article FOURTH, the holders of the Class A
Common Shares and Class B Common Shares shall be entitled to
receive dividends; PROVIDED that no dividend shall be declared or
paid on either class of Common Shares unless a dividend shall be
simultaneously declared and paid on both classes, and the dividend
on each Class A Common Share in every instance shall be in an
amount twenty (20) times that declared and paid on each Class B
Common Share.

b. In the event of the dissolution, liquidation or winding up of
the corporation, voluntary or otherwise, after the debts and
liabilities have been paid and payment in full of all amounts
required to be paid to the holders of Preferred Shares of all
series pursuant to Section 2.c. of this Article FOURTH, the
remaining assets shall be distributed to the holders of the Common
Shares in units -- 20 units to be assigned for each Class A Common
Share and one unit for each Class B Common Share outstanding.

c. Any holder of Class B Common Shares may, at his option, at
any time convert any or all of such Class B Common Shares into
Class A Common Shares of the corporation at the rate of one (1)
Class A Common Share for each twenty (20) Class B Common Shares.
On presentation and surrender to the corporation of a certificate
or certificates for Class B Common Shares so to be converted, as
aforesaid, duly endorsed in blank for transfer, the holder of such
Class B Common Shares shall be entitled to receive in exchange
therefor a certificate or certificates for fully paid and
non-assessable Class A Common Shares at the rate aforesaid. Class
B Common Shares shall be deemed to have been converted and the
person converting the same to have become the holder of record of
Class A Common Shares for the purpose of receiving dividends and
for all other purposes whatever as of the date when the certificate
or certificates for such Class B Common Shares are surrendered to
the corporation, as aforesaid. The corporation shall reserve and
keep available, out of its authorized and unissued Class A Common
Shares solely for the purpose of effecting the conversion of the
Class B Common Shares, such number of Class A Common Shares as
shall, from time to time, be sufficient to effect the conversion of
all Class B Common Shares then outstanding. Class B Common Shares
surrendered upon conversion shall be cancelled and shall not be
reissued.

SECTION 4. Terms and Provisions of Series A Participating
Preferred Shares.

a. DESIGNATION AND AMOUNT. There shall be established a series
of Preferred Shares which shall be designated as the "Series A
Participating Preferred Shares" and the number of shares
constituting such series shall be 2,000,000.

b. DIVIDENDS AND DISTRIBUTIONS.

(1) Subject to the provisions for adjustment set forth
in this Section 4.b. of this Article FOURTH, the holders of Series
A Participating Preferred Shares shall be

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entitled to receive, when and if declared by the Board of Directors out of
funds legally available for the purpose, dividends on each Series A
Participating Preferred Share equal to 1,000 (as adjusted from time to time as
provided in subparagraph (2) of this Section 4.b. of this Article FOURTH, the
"Class A Multiple") times the aggregate amount of dividends or distributions
declared (whether or not paid) from time to time per Class A Common Share
(other than to the extent that such dividends and distributions are payable in
Class A Common Shares); PROVIDED that, in the event the dividends and
distributions declared on each Series A Participating Preferred Share
outstanding during the period (a "Dividend Period") between any Dividend
Payment Date (as defined below) and the next subsequent Dividend Payment Date
(or, in the case of the first Dividend Period, the period between the date of
issuance of the first Series A Participating Preferred Share or any fraction
thereof and the next subsequent Dividend Payment Date), do not in the aggregate
equal at least $10 per Series A Participating Preferred Share, then each Series
A Participating Preferred Share shall be entitled to receive, when and if
declared by the Board of Directors out of funds legally available for the
purpose, dividends ("Minimum Dividends") on each Series A Participating
Preferred Share equal to the difference between $10 and the amount of any
dividends or distributions declared on the Series A Participating Preferred
Shares during such Dividend Period. Minimum Dividends shall be payable in cash
on the Dividend Payment Date ending the applicable Dividend Period. "Dividend
Payment Dates" shall mean the dates determined by the Board of Directors which
dates shall be no later than the last day of January, April, June and September
in each year.

(2) In the event the corporation shall at any time or from time to time
after May 6, 1991 (the "Rights Declaration Date") (a) declare any dividend or
distribution on the Class A Common Shares payable in Class A Common Shares, (b)
subdivide the outstanding Class A Common Shares, or (c) combine the outstanding
Class A Common Shares into a smaller number of shares, then in each such case
the Class A Multiple shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of Class A Common Shares outstanding
immediately after such event and the denominator of which is the number of
Class A Common Shares outstanding immediately prior to such event.

(3) The corporation shall declare a dividend or distribution on the Series
A Participating Preferred Shares as set forth in subparagraph (1) of this
Section 4.b. of this Article FOURTH prior to or simultaneously with a
declaration of any dividend or distribution on the Class A Common Shares (other
than a dividend or distribution payable in Class A Common Shares) or, in the
case of dividends payable on a Dividend Payment Date, prior to such Dividend
Payment Date.

(4) Dividends shall begin to accrue and be cumulative on each outstanding
Series A Participating Preferred Share from the date of issuance thereof.
Accrued and accumulated but unpaid dividends shall not bear interest.
Dividends paid on the Series A Participating Preferred Shares in an amount less
than the total amount of such dividends at the time accrued, accumulated and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix
a record date for the determination of holders of Series A Participating
Preferred Shares entitled to receive payment of a dividend or distribution

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declared thereon, which record date shall be no more than 60 days
prior to the date fixed for the payment thereof.

c. VOTING RIGHTS. Subject to the Ohio Code and any amendments
to these Amended Articles of Incorporation by the Board of
Directors providing for the issuance of any series of Preferred
Shares (other than the Series A Participating Preferred Shares),
the holders of the Class A Common Shares, Class B Common Shares and
Preferred Shares of all series (including, without limitation, the
Series A Participating Preferred Shares) shall be entitled to one
vote per share and shall vote together as a single class for all
corporate purposes.

d. LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of any
liquidation, dissolution or winding up of the corporation,
voluntary or otherwise, then, before any distribution or payment
shall be made to the holders of Common Shares or any class of stock
of the corporation ranking junior to the Series A Participating
Preferred Shares in respect of the liquidation, dissolution or
winding up of the corporation, first (1) the holders of the Series
A Participating Preferred Shares shall be entitled to be paid an
amount in dollars equal to (a) the Class A Multiple per share, plus
(b) any accrued, accumulated and unpaid dividends and distribution
thereon, whether or not declared, to the date of such payment and
then (2) the holders of the Series A Participating Preferred Shares
shall be entitled to be paid in full an amount per share equal to
the Remaining Assets (as defined below) multiplied by a fraction
(a) the numerator of which is 20,000 and (b) the denominator of
which is the sum of (i) the number of issued and outstanding Series
A Participating Preferred Shares multiplied by 20,000, (ii) the
number of issued and outstanding Class A Common Shares multiplied
by 20 and (iii) the number of issued and outstanding Class B Common
Shares.

"Remaining Assets" shall mean the amount of assets legally
available for payment to shareholders of the corporation upon
liquidation, dissolution or winding up of the corporation,
voluntary or otherwise, minus any payments to holders of Preferred
Shares upon liquidation, dissolution or winding up of the
Corporation, voluntarily or otherwise to be made pursuant to clause
(1) of the first sentence of this Section 4.d. of this Article
FOURTH or pursuant to any amendments to these Amended Articles of
Incorporation made by the Board of Directors providing for the
issuance of any other series of Preferred Shares.

e. CONSOLIDATION, MERGER, ETC. In case the corporation shall
enter into any consolidation, merger, combination or other
transaction in which the Class A Common Shares are exchanged for or
converted into other shares or securities, cash or any other
property, then in any such case each Series A Participating
Preferred Share shall at the same time be similarly exchanged for
or converted into an amount per share equal to the Class A Multiple
times the aggregate amount of shares, securities, cash or any other
property (payable in kind), as the case may be, into which or for
which each Class A Common Share is exchanged or changed; PROVIDED
that, the Series A Participating Preferred Shares shall not be
exchanged for or converted into Common Shares and in lieu thereof
the holders of the Series A Preferred Shares will receive cash or
other consideration in the form and amount determined by the Board
of Directors to be equivalent to the per share amount referred to
immediately preceding this provision.


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f. NO REDEMPTION. The Series A Participating Preferred Shares
shall not be redeemable.

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

FIFTH: Subject to the Ohio Code and any amendments to these Articles of
Incorporation by the Board of Directors providing for the issuance
of any series of Preferred Shares, the holders of the Class A
Common Shares, Class B Common Shares and Preferred Shares of all
series shall be entitled to one vote per share and shall vote
together as a single class for all corporate purposes.

SIXTH: When authorized by the affirmative vote of the Board of Directors,
without the action or approval of the shareholders of this
corporation, unless such action or approval is required under the
General Corporation Law of Ohio, as the same may be amended from
time to time, this corporation may purchase, or contract to
purchase, at any time from time to time, shares of any class issued
by this corporation, voting trust certificates for shares, bonds,
debentures, notes, script, warrants, obligations, evidences of
indebtedness or any other securities of this corporation, if and
when any holder of such securities desires to sell the same, for
such prices and upon and subject to such terms and conditions as
the Board of Directors may determine, provided that no such
purchase shall be made, pursuant to any such contract or otherwise,
if after such purchase the assets of this corporation would be less
than its liabilities plus stated capital or if it is insolvent as
defined in the General Corporation Law of Ohio, as the same may be
amended from time to time, or if there is reasonable ground to
believe that by such purchase it would be rendered insolvent.

SEVENTH: No holder of shares of any class of this corporation shall, as such
holder, have any preemptive rights in, or preemptive rights to
subscribe for or purchase, any shares of the corporation, or any
bonds, debentures or other securities convertible into any shares
of the corporation.

EIGHTH: No contract or transaction shall be void or voidable with respect
to the corporation for the reason that it is between the
corporation and one or more of its directors or officers, or
between the corporation and any other person in which one or more
of its directors or officers are directors, trustees, or officers,
or have a financial or personal interest, or for the reason that
one or more interested directors or officers participate in or vote
at the meeting of the directors or a committee thereof which
authorizes such contract or transaction, if in any such case (a)
the material facts as to his or their relationship or interest and
as to the contract or transaction are disclosed or are known to the
directors or the committee and the directors or committee, in good
faith reasonably justified by such facts, authorize the contract or
transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors
constitute less than a quorum; or (b) the material facts as to his
or their relationship or interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled
to vote

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thereon and the contract or transaction is specifically approved
at a meeting of the shareholders held for such purpose by the
affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the corporation held by
persons not interested in the contract or transaction; or (c) the
contract or transaction is fair as to the corporation as of the
time it is authorized or approved by the directors, a committee
thereof, or the shareholders. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of
the directors, or of a committee thereof which authorizes the
contract or transactions.

NINTH: As more specifically set forth in the Consolidated Code of
Regulations of the corporation, the corporation may provide to any
director, officer, other employee or agent of the corporation or
any person who serves at the request of the corporation as a
director, trustee, other employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, the maximum
indemnification permitted under Section 1701.13(E) of the Ohio
Revised Code, including amendments thereto, or any comparable
provisions of any future Ohio statute.

TENTH: The number of directors of the Corporation shall be not fewer than
nine (9) nor more than twelve (12), with the exact whole number of
directors and the number of directors in each class determined
either (i) by the affirmative vote of the holders of record of at
least 75% of the voting power of outstanding shares of the
Corporation at a meeting of shareholders called for that purpose
and for the purpose of electing directors or (ii) from time to time
by the affirmative vote of a majority of the directors. No
reduction shall have the effect of removing any director prior to
the expiration of his term of office. Election of Directors need
not be by ballot unless the Consolidated Code of Regulations so
provides. The Directors shall be classified with respect to their
terms of office by dividing them into three classes, each
consisting as nearly as possible of one-third of the whole number
of the Board of Directors. A Director's term of office shall be
three years, except that, in order to provide for the rotation of
members of the Board of Directors, initially and whenever
necessary, a Director may be elected for a shorter term. At each
Annual Meeting of Shareholders, the successors to the class of
Directors whose terms expire at the time of such Annual Meeting
shall be elected to hold office for a term of three years and until
their successors are duly elected and have qualified, so that the
term of office of one class of Directors shall expire in each year.

A Director may be removed from office as a Director at any time,
but only for cause, by the affirmative vote of shareholders of
record holding a majority of the outstanding voting securities of
the corporation entitled to vote in the election of Directors at a
meeting of the shareholders called for that purpose; provided that
no Director shall be removed in case the votes of a sufficient
number of shares are cast against his removal which, if
cumulatively voted at an election of all the Directors, would be
sufficient to elect at least one Director.

ELEVENTH: SECTION 1. Notwithstanding any other provisions of these Amended
Articles of Incorporation and except as set forth in Section 2 of
this Article Eleventh, if any of the following transactions are
proposed to be entered into with a five percent beneficial owner
(as defined in Section 4 hereof), the affirmative vote or consent
of the holders of not less than seventy-five percent (75%) of the
outstanding shares of this corporation entitled to

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vote in elections of directors, voting for purposes of this
Article as one class (unless separate class voting by the shares is
otherwise required by the laws of the State of Ohio), shall be
required:

a. to adopt any agreement for, or to approve, the merger or
consolidation of the corporation or any subsidiary (as defined in
Section 4 hereof) with or into a five percent beneficial owner;

b. to authorize any sale, lease, transfer, exchange, mortgage,
pledge, or other disposition to a five percent beneficial owner of
all or substantially all of the assets of the corporation or any
subsidiary; or

c. to authorize the issuance or transfer by the Corporation or
any subsidiary of any voting securities of the corporation or any
subsidiary in exchange or payment for the securities or assets of a
five percent beneficial owner, if such authorization is otherwise
required by law or by any agreement between the corporation and any
national securities exchange or by any other agreement to which the
corporation or any subsidiary is a party.

If the other party to any of the foregoing transactions is not, and
has not been, such a five percent beneficial owner, the provisions
of this Section 1 shall not apply, and the provisions of the
corporation's Consolidated Code of Regulations and the provisions
of Ohio law shall apply.

SECTION 2. The provisions of Section 1 of this Article Eleventh
shall not apply, and the provisions of the corporation's
Consolidated Code of Regulations and of Ohio law shall apply to (i)
any transaction described therein if the Board of Directors by
resolution shall have approved an agreement with such five percent
beneficial owner setting forth the principal terms of such
transaction and such transaction is substantially consistent
therewith, provided that a majority of those members of the Board
of Directors voting in favor of the resolution approving the
agreement were duly elected and acting members of the Board of
Directors prior to the time such five percent beneficial owner
became the beneficial owner of five percent or more of the
outstanding shares of the corporation entitled to vote in elections
of directors or (ii) any transaction described therein if such five
percent beneficial owner is a majority-controlled subsidiary of the
corporation.

SECTION 3. The affirmative vote or consent of the holders of not
less than seventy-five percent (75%) of the outstanding shares of
the corporation entitled to vote in elections of directors, voting
for purposes of this Article as one class (unless separate class
voting by the shares is otherwise required by the laws of the State
of Ohio), shall be required for the adoption of any plan for the
dissolution of the corporation if the Board of Directors shall not
have, by resolution, recommended to the shareholders the adoption
of such plan for dissolution of the corporation. If the Board of
Directors shall have so recommended to the shareholders such plan
for dissolution of the corporation, the provisions of the
corporation's Consolidated Code of Regulations and the provisions
of Ohio law shall apply; provided that a majority of those members
of the Board of Directors voting in favor of the dissolution plan
were duly elected and acting members of the Board of Directors
prior to the time such five percent beneficial owner became the
beneficial owner of five percent or more of the outstanding shares
of stock of the corporation

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entitled to vote in the election of directors.

SECTION 4. As used in this Article,

a. any specified person shall be deemed to be the "beneficial
owner" of shares of stock of the corporation (i) which such
specified person or any of its affiliates or associates (as such
terms are hereinafter defined) owns, directly or indirectly,
whether of record or not, (ii) which such specified person or any
of its affiliates or associates has the right to acquire pursuant
to any agreement, or upon exercise of conversion rights, warrants
or options, or otherwise, (iii) which are beneficially owned,
directly or indirectly (including shares deemed owned through
application of clauses (i) and (ii) above) by any other person with
which such specified person or any of its affiliates or associates
has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of stock of the
corporation, or (iv) which such specified person or any of its
affiliates or associates has the right to acquire by reason of
tenders of shares submitted to them by other shareholders of the
corporation in connection with or pursuant to a tender offer made
by such specified person or any of its affiliates or associates;

b. a "subsidiary" is any corporation at least 50 percent of the
voting securities of which are owned, directly or indirectly, by
this corporation;

c. a "person" is any individual, corporation, partnership or
other entity;

d. an "affiliate" of a specified person is any person that
directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the
specified person; and

e. an "associate" of a specified person is (i) any person of
which such specified 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, (ii) any trust or other estate
in which such specified person has a substantial beneficial
interest or as to which such specified person serves as trustee or
in a similar fiduciary capacity, or (iii) any relative or spouse of
such specified person, or any relative of such spouse, who has the
same home as such specified person or who is a director or officer
of such specified person or any corporation which controls or is
controlled by such specified person;

f. "five percent beneficial owner" is any person who is, or at
any time within the preceding twelve months has been, the
beneficial owner of five percent (5%) or more of the outstanding
shares of the corporation entitled to vote in elections of
directors, such determination to be made as of the record date of
shareholders entitled to receive notice of, and to vote on or
consent to, any of the transactions set forth above in Sections 1
and 3 of this Article Eleventh.

SECTION 5. For purposes of determining whether a person is a five
percent beneficial owner, the outstanding shares of the corporation
shall include shares deemed owned through application of clauses
(i), (ii), (iii) and (iv) of Subsection 4(a) above but shall not
include any other shares which may be issuable pursuant to any
agreement or upon exercise of conversion rights, warrants or
options.

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SECTION 6. The Board of Directors shall have the power and duty to
determine, for purposes of this Article, on the basis of
information known to such Board,

a. whether any party to a transaction referred to in Section 1
of this Article is a five percent beneficial owner; and

b. whether a proposed transaction is subject to the provisions
of Section 1, 2 or 3 of this Article.

Any such determination shall be conclusive and binding for all
purposes of this Article.

TWELFTH: Notwithstanding any other provisions of these Amended Articles of
Incorporation and any provisions of the Consolidated Code of
Regulations of the corporation, no amendment to these Amended
Articles of Incorporation shall amend, modify, or repeal any or all
of the provisions of Articles Tenth, Eleventh and Twelfth, unless
so adopted by the affirmative vote or consent of the holders of not
less than seventy-five percent (75%) of the outstanding shares of
the corporation entitled to vote in elections of Directors,
considered for purposes of this Article as a class (unless separate
class voting by the shares is otherwise required by the laws of the
State of Ohio); provided, however, that in the event the Board of
Directors of the corporation shall, by resolution adopted by a
majority of the Directors then in office, recommend to the
shareholders the adoption of any such amendment, the shareholders
of record holding two-thirds of the outstanding shares of the
corporation entitled to vote in elections of Directors may amend,
modify, or repeal any or all of such provisions.

THIR-
TEENTH: These Amended Articles of Incorporation supersede the existing
Amended Articles of Incorporation.