TECUB

RESTATED ARTICLES OF INCORPORATION

OF

TECUMSEH PRODUCTS COMPANY


Pursuant to the provisions of Act 284, Public Acts of 1972, as
amended, the undersigned corporation executes the following Articles:

1. The present name of the corporation is: Tecumseh

Products Company.

2. The corporation identification number (CID) assigned
by the Bureau is: 096-612.

3. All former names of the corporation are:

Hillsdale Machine and Tool Company, Inc.

4. The date of filing the original Articles of

Incorporation was: March 26, 1930.

The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of
Incorporation for the corporation:

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ARTICLE I

The name of the corporation is Tecumseh Products Company.


ARTICLE II

The purpose or purposes for which the corporation is formed are as
follows:

To design, build, manufacture, produce, purchase or otherwise
acquire, to sell or otherwise dispose of, to lease, license, import,
export, distribute and/or otherwise deal in and with, whether as
principal, agent or otherwise (i) instruments, devices, contrivances,
equipment, apparatus, materials and/or things, of every conceivable
kind and character whatsoever, which are, or may be, used, or which
are, or may be, useful, in any manner or to any extent for, in, or in
connection with, the heating, cooling, refrigerating,
air-conditioning, ventilation of, and/or in raising, lowering,
maintaining, changing, regulating, controlling or otherwise affecting
the temperature or humidity of, any person, place, object or thing, of
any conceivable kind and character whatsoever and/or (ii) raw
materials, semi-finished or finished parts or products, accessories,
devices, contrivances, equipment and/or things, of every conceivable
kind or character whatsoever, which are or may be used, or which are
or may be useful, in any manner or to any extent whatsoever, for, in,
or in connection with, any instrument, device, contrivance, equipment,
apparatus, material or thing mentioned or described in Item (i) of
this paragraph.

To design, build, manufacture, produce, purchase or otherwise
acquire, to sell or otherwise dispose of, to lease, license, import,
export, distribute and/or otherwise deal in and with, whether as
principal, agent or otherwise (i) instruments, devices, contrivances,
equipment, apparatus, materials, and/or things, of every conceivable
kind and character whatsoever, which are or may be used, or are or may
be useful in any manner or to any extent, for, in or in connection
with, the measurement, control or regulation of, or which may
otherwise affect, the transmission, flow, movement, production,
generation, use or application of light, heat, cold, humidity,
materials, gases, liquids, services, energy, power or matter, of every
conceivable kind or character whatsoever, and/or (ii) raw materials,
finished or semi-finished parts and products, accessories, devices,
contrivances, equipment and/or things, of every conceivable kind and
character whatsoever, which are or may be useful, in any manner or to
any extent whatsoever for, in, or in connection with, any instrument,
device, contrivance, equipment, apparatus, material or thing mentioned
or described in Item (i) of this paragraph.

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To design, build, manufacture, produce, purchase or otherwise
acquire, to sell or otherwise dispose of, to lease, license, import,
export, distribute and/or otherwise deal in and with, whether as
principal, agent or otherwise (i) pumps, engines, machines,
compressors, storage batteries, storage tanks, motors, instruments,
devices, contrivances, apparatus, materials, services and/or things,
of every conceivable kind and character whatsoever, which are or may
be used, or are or may be useful, in any manner or to any extent, (A)
for, or in connection with, the manufacture, production, generation,
distribution, use, supply, transmission, flow, movement or application
of gas, electricity, compressed air, oil, gasoline, chemicals, power,
energy or other substances, liquids or matter, of every conceivable
kind and character whatsoever, and/or (B) for, or in connection with,
any conceivable application and/or in any conceivable way, method or
manner and/or for the attainment or accomplishment of any conceivable
object or purpose whatsoever, either singly or in any combination
thereof and/or (ii) raw materials, semi-finished or finished parts or
products, accessories, devices, contrivances, equipment and/or things,
of every conceivable kind or character whatsoever, which are or may be
used, or which are or may be useful in any manner or to any extent
whatsoever for, in, or in connection with, any pumps, engines,
machines, compressors, storage batteries, storage tanks, motors,
instruments, devices, contrivances, apparatus, materials, services
and/or things mentioned or described in Item (i) of this paragraph.

To design, build, manufacture, produce, purchase or otherwise
acquire, to sell or otherwise dispose of, to lease, license, import,
export, distribute and/or otherwise deal in and with, whether as
principal, agent or otherwise, machines, motors, engines, instruments,
devices, contrivances, apparatus, equipment, goods, wares,
merchandise, materials, commodities and/or articles of commerce, of
every conceivable kind and character whatsoever, and to engage in,
carry on and conduct, in any and/or all of its branches, aspects and
details, the business of manufacturing, trading and selling.

To do each and every act and thing and to engage in each and
every business not forbidden by the laws of the State of Michigan
which is, or may be or become necessary, proper or convenient to carry
out and accomplish any or all of the foregoing objects and purposes
and with all of the powers conferred upon corporations by the laws of
the State of Michigan.

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ARTICLE III

The address and mailing address of the registered office is:

Ottawa & Patterson Streets
Tecumseh, Michigan 49286

The name of the resident agent at the registered office is Todd W.
Herrick.

ARTICLE IV

The total authorized capital stock is 50,000,000 shares of Common
Stock, $1.00 par value. A statement of all or any of the relative rights,
preferences and limitations of shares of each class is as follows:

The corporation has only one class of stock, viz, Common
Stock, $1.00 par value, which has full voting rights and powers, and
all other rights and powers, and no qualifications, limitations and
restrictions, except to the extent otherwise expressly and
specifically provided in the paragraph of this Article IV of the
Articles of Incorporation of the corporation next succeeding this one.

No holders of any shares of the capital stock of the
corporation shall be entitled as such, as a matter of right, to
subscribe for or purchase any part of any new or additional issue of
shares of the capital stock of the corporation of any kind or class
whatsoever, or of any stock or other securities convertible into any
shares of capital stock of any kind or class whatsoever, whether now
or hereafter authorized, and whether issued for cash or any other
consideration, or by way of dividend or other distribution, and the
corporation may issue shares of capital stock, shares of capital stock
or other securities convertible into shares of capital stock,
warrants, option rights or shares of capital stock or other securities
possessing option rights to purchase shares of capital stock, without
first offering the same or any of the same to the holders of shares of
capital stock of any kind or class, in such manner, upon such terms
and conditions, for such consideration and to such persons, natural or
corporate, as the Board of Directors of the corporation shall from
time to time determine and decide.


ARTICLE V

The corporation shall have perpetual existence.

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ARTICLE VI

SECTION 1. Limitation of Liability. A director of the corporation
shall not be personally liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director. However, this
provision does not eliminate or limit the liability of a director for any of
the following:

(a) any breach of the director's duty of loyalty to the
corporation or its shareholders;

(b) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law;

(c) a violation of Section 551(1) of the Michigan
Business Corporation Act, as amended (the "Act");

(d) a transaction from which the director derived an
improper personal benefit; or

(e) an act or omission occurring before the date that the
amendment to the Articles of Incorporation adding this Article VI
becomes effective in accordance with the pertinent provisions of the
Act.

Any repeal, amendment or other modification of this Article VI shall
not increase the liability or alleged liability of any director of the
corporation then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

SECTION 2. Indemnification.

2.1- Indemnification of Directors, Officers and Employees:
Claims by Third Parties. The corporation shall, to the fullest extent
authorized or permitted by the Act or other applicable law, as the
same presently exist or may hereafter be amended, but, in the case of
any such amendment, only to the extent such amendment permits the
corporation to provide broader indemnification rights than before such
amendment, indemnify a director, officer or employee (an "Indemnitee")
who was or is a party or is threatened to be made a party to a
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative and whether formal
or informal, other than an action by or in the right of the
corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses, including attorneys'
fees, judgments, penalties, fines, and amounts paid

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in settlement actually and reasonably incurred by him or her in
connection with the action, suit, or proceeding, if the Indemnitee
acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation or its
shareholders, and with respect to a criminal action or proceeding, if
the Indemnitee had no reasonable cause to believe his or her conduct
was unlawful. The termination of an action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a
presumption that the Indemnitee did not act in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders, and, with
respect to a criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

2.2- Indemnification of Directors, Officers and Employees:
Claims Brought by or in the Right of the Corporation. The corporation
shall, to the fullest extent authorized or permitted by the Act or
other applicable law, as the same presently exist or may hereafter be
amended, but, in the case of any such amendment, only to the extent
such amendment permits the corporation to provide broader
indemnification rights than before such amendment, indemnify an
Indemnitee who was or is a party to or is threatened to be made a
party to a threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, whether for
profit or not, against expenses, including actual and reasonable
attorneys' fees, and amounts paid in settlement incurred by Indemnitee
in connection with the action or suit, if the Indemnitee acted in good
faith and in a manner the Indemnitee reasonably believed to be in or
not opposed to the best interests of the corporation or its
shareholders. However, indemnification shall not be made under this
subsection 2.2 for a claim, issue, or matter in which the Indemnitee
has been found liable to the corporation unless and only to the extent
that the court in which the action or suit was brought has determined
upon application that, despite the adjudication of liability but in
view of all circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnification for the expenses which the
court considers proper.

2.3- Actions Brought by the Indemnitee. Notwithstanding
the provisions of subsections 2.1 and 2.2, the corporation shall not
be required to indemnify an Indemnitee in connection with an action,
suit, proceeding or claim (or part thereof)

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brought or made by such Indemnitee except as otherwise provided herein
with respect to the enforcement of this Section 2 of Article VI,
unless such action, suit, proceeding or claim (or part thereof) was
authorized by the Board of Directors of the corporation.

2.4- Approval of Indemnification. An indemnification
under subsections 2.1 or 2.2 hereof, unless ordered by a court, shall
be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the Indemnitee is proper
in the circumstances because such Indemnitee has met the applicable
standard of conduct set forth in subsections 2.1 or 2.2, as the case
may be. This determination shall be made in any of the following
ways:

(a) By a majority vote of a quorum of the Board
consisting of directors who were not parties to the
action, suit, or proceeding.

(b) If the quorum described in subdivision (a) is not
obtainable, then by a majority vote of a committee of
directors who are not parties to the action. The
committee shall consist of not less than two (2)
disinterested directors.

(c) By independent legal counsel in a written opinion.

(d) By the shareholders.

2.5- Advancement of Expenses. Expenses incurred in
defending a civil or criminal action, suit, or proceeding described in
subsections 2.1 or 2.2 above shall be paid by the corporation in
advance of the final disposition of the action, suit, or proceeding
upon receipt of an undertaking by or on behalf of the Indemnitee to
repay the expenses if it is ultimately determined that the Indemnitee
is not entitled to be indemnified by the corporation. The undertaking
shall be by unlimited general obligation of the person on whose behalf
advances are made but need not be secured.

2.6- Partial Indemnification. If an Indemnitee is
entitled to indemnification under subsections 2.1 or 2.2 for a portion
of expenses including attorneys' fees, judgments, penalties, fines and
amounts paid in settlement, but not for the total amount thereof, the
corporation shall indemnify the Indemnitee for the portion of the
expenses, judgments, penalties, fines or amounts paid in settlement
for which the Indemnitee is entitled to be indemnified.

2.7- Indemnification of Agents. Any person who is not
covered by the foregoing provisions of this Article VI and who is or
was an agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, partner, trustee, employee
or agent of another foreign or

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domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, may be indemnified to the
fullest extent authorized or permitted by the Act or other applicable
law, as the same exists or may hereafter be amended, but, in the case
of any such amendment, only to the extent such amendment permits the
corporation to provide broader indemnification rights than before such
amendment, but in any event only to the extent authorized at any time
or from time to time by the Board of Directors.

2.8- Other Rights of Indemnification. The indemnification
or advancement of expenses provided under subsections 2.1 through 2.7
is not exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
Articles of Incorporation, Bylaws, or an agreement. However, the
total amount of expenses advanced or indemnified from all sources
combined shall not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses. The
indemnification provided for in subsections 2.1 through 2.7 continues
as to a person who ceases to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and
administrators of the person.

2.9- Definitions. "Other enterprises" shall include
employee benefit plans; "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and
"serving at the request of the corporation" shall include any service
as a director, officer, employee, or agent of the corporation which
imposes duties on, or involves services by, the director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith
and in a manner he or she reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall
be considered to have acted in a manner "not opposed to the best
interests of the corporation or its shareholders" as referred to in
subsections 2.1 and 2.2.

2.10- Liability Insurance. The corporation shall have the
power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, whether for
profit or not, against any liability asserted against and incurred by
such person in any such capacity or arising out of such person's
status as such, regardless of whether or not the corporation would
have the power to indemnify such person against such liability under
the pertinent provisions of the Act.

2.11- Enforcement. If a claim under this Article VI is not
paid in full by the corporation within thirty days after

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a written claim has been received by the corporation, the claimant may
at any time thereafter bring suit against the corporation to recover
the unpaid amount of the claim, and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
corporation) that the claimant has not met the standards of conduct
which make it permissible under the Act for the corporation to
indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the corporation. Neither the failure
of the corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its shareholders) to have made
a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
such claimant has met the applicable standard of conduct set forth in
the Act nor an actual determination by the corporation (including its
Board of Directors, a committee thereof, independent legal counsel or
its shareholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of
conduct.

2.12- Contract with the Corporation. The right to
indemnification conferred in this Article VI shall be deemed to be a
contract right between the corporation and each director or officer
who serves in any such capacity at any time while this Article VI is
in effect, and any repeal or modification of this Article VI shall not
affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.

2.13- Application to a Resulting or Surviving Corporation or
Constituent Corporation. The definition for "corporation" found in
Section 569 of the Act, as the same exists or may hereafter be amended
is, and shall be, specifically excluded from application to this
Article VI. The indemnification and other obligations set forth in
this Article VI of the corporation shall be binding upon any resulting
or surviving corporation after any merger or consolidation with the
corporation. Notwithstanding anything to the contrary contained
herein or in Section 569 of the Act, no person shall be entitled to
the indemnification and other rights set forth in this Article VI for
acting as a director or officer of another corporation prior to such
other corporation entering into a merger or consolidation with the
corporation.

2.14- Severability. Each and every paragraph, sentence, term
and provision of this Article VI shall be considered

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severable in that, in the event a court finds any paragraph, sentence,
term or provision to be invalid or unenforceable, the validity and
enforceability, operation, or effect of the remaining paragraphs,
sentences, terms, or provisions shall not be affected, and this
Article VI shall be construed in all respects as if the invalid or
unenforceable matter had been omitted.

These Restated Articles of Incorporation were duly adopted on the
_____ day of ____________, 1991, in accordance with the provisions of Section
642 of the Act and were duly adopted by the Board of Directors without a vote
of the shareholders. These Restated Articles of Incorporation only restate and
integrate and do not further amend the provisions of the Articles of
Incorporation as heretofore amended and there is no material discrepancy
between those provisions and the provisions of these Restated Articles.

Signed this _____ day of _________, 1991


By _______________________________________
(Signature)

__________________________________________
(Type or Print Name) (Type or Print Title)


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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.B
<SEQUENCE>3
<DESCRIPTION>EXHIBIT 4.B
<TEXT>

<PAGE> 1

EXHIBIT(4)(B)


"Article IV

The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is Fifty Million
(50,000,000) shares of Common Stock, par value $1.00 per share
consisting of Twenty-Five Million (25,000,000) shares of Class A
Common Stock, par value $1.00 per share (the "Class A Common Stock"),
and Twenty-Five Million (25,000,000) shares of Class B Common Stock,
par value $1.00 per share (the "Class B Common Stock").

At the time (the "Effective Time") that the Certificate of
Amendment of the Restated Articles of Incorporation amending this
Article IV to create the Class A Common Stock and the Class B Common
Stock becomes effective pursuant to the Business Corporation Act of
the State of Michigan, as amended (the "MBCA"), and without any
further action on the part of the Corporation or its shareholders,
each share of the Corporation's Common Stock, $1.00 par value (the
"Existing Stock"), then issued and outstanding shall automatically be
reclassified and converted into one fully paid and nonassessable share
of Class B Common Stock. Stock certificates previously representing
shares of Existing Stock so reclassified and converted shall
thereafter represent the same number of shares of Class B Common
Stock.

Except as otherwise required by law or as expressly provided
in the Restated Articles of Incorporation, as amended, the relative
voting, distribution, dividend, liquidation and other rights,
preferences and limitations of the Class A Common Stock and the Class
B Common Stock shall be in all respects identical (the Class A Common
Stock and the Class B Common Stock are hereinafter collectively
referred to as the "Common Stock").

A. Voting Rights

Except as hereafter provided in this Subsection A of this
Article IV or as otherwise may be required by law, (i) the Class B
Common Stock shall have the exclusive right to vote for the election
of directors and for all other purposes; (ii) each holder of Class B
Common Stock shall be entitled to one vote for each share of Class B
Common Stock held; and (iii) the Class A Common Stock shall have no
voting rights; provided, however, that the Class A Common Stock shall
have the right to vote as a separate class upon any proposal to amend,
alter or repeal Subsection G of this Article IV or this proviso which
would affect the Class A Common Stock adversely. Where the Class A
Common Stock is entitled to vote upon a proposal, each holder of Class
A Common Stock shall be
<PAGE> 2
entitled to one vote for each share of Class A Common Stock held.

B. Dividends

Subject to all of the rights of any class of stock authorized
after the Effective Time ranking senior to the Common Stock as to
dividends, dividends may be paid upon the Common Stock as and when
declared by the Board of Directors out of funds and other assets
legally available for the payment of dividends. Dividends may be
declared and paid to the holders of the Class A Common Stock and the
Class B Common Stock in cash, property, or stock, or other securities
of the Corporation. If dividends on the Class A Common Stock and the
Class B Common Stock are declared payable from time to time by the
Board of Directors, whether payable in cash, in property or in shares
of stock or other securities of the Corporation, the holders of the
Class A Common Stock and the holders of the Class B Common Stock shall
be entitled to share equally, on a per share basis, in such dividends,
except that: (i) dividends or other distributions payable on the
Common Stock in shares of Common Stock shall be made to all holders of
Common Stock and may be made (a) in shares of Class A Common Stock to
the record holders of Class A Common Stock and to the record holders
of Class B Common Stock or (b) in shares of Class A Common Stock to
the record holders of Class A Common Stock and in shares of Class B
Common Stock to the record holders of Class B Common Stock and (ii)
dividends or other distributions payable on the Common Stock in
convertible securities or securities giving the holder a right to
acquire shares of Common Stock ("Options"), other than rights issued
pursuant to shareholder rights plans of the type entitling holders of
rights other than an "Acquiring Person" to purchase shares or other
securities at a below-market price if certain events occur (which
rights may be distributed as a dividend pursuant to such a plan upon
shares of either class of Common Stock without a corresponding
dividend distribution upon shares of the other), shall be made to all
holders of Common Stock and may be made (a) in securities convertible
into Class A Common Stock or Options to acquire Class A Common Stock
to the record holders of Class A Common Stock and to the record
holders of Class B Common Stock or (b) in securities convertible into
Class A Common Stock or Options to acquire Class A Common Stock to the
record holders of Class A Common Stock and in securities convertible
into Class B Common Stock and Options to acquire Class B Common Stock
to the record holders of the Class B Common Stock.

C. Splits, Subdivision, etc.

If the Corporation shall in any manner split, subdivide or
combine the outstanding shares of Class A Common Stock or Class B
Common Stock, the outstanding shares of the other such class of Common
Stock shall be proportionally split,

<PAGE> 3
subdivided or combined in the same manner and on the same basis as the
outstanding shares of the other class of Common Stock have been split,
subdivided or combined.

D. Merger, Consolidation or Share Exchange

In the event of a merger or consolidation of the Corporation
with or into another entity (whether or not the Corporation is the
surviving entity), or a share exchange of Common Stock pursuant to a
plan of share exchange as that term is used in Section 702 of the
MBCA, the holders of Class A Common Stock shall be entitled to receive
the same per share consideration as the per share consideration, if
any, received by any holder of the Class B Common Stock in such
merger, consolidation or share exchange.

E. Distribution Upon Dissolution, etc.

Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the remaining net
assets of the Corporation shall, subject to all of the rights of any
class of stock authorized after the Effective Time ranking senior to
the Common Stock in such circumstances, be distributed pro rata to the
holders of the Class A Common Stock and the Class B Common Stock.

F. Conversion

(i) All outstanding shares of Class A Common
Stock may be converted into shares of Class B Common Stock on a
share-for-share basis by the Board of Directors if, as a result of the
disparate rights, preferences and limitations (or any of them) of the
Class A Common Stock and the Class B Common Stock, either the Class A
Common Stock or the Class B Common Stock, or both, become excluded or
ineligible for trading on the New York Stock Exchange, the American
Stock Exchange and all other principal national securities exchanges
then in existence and also become excluded or ineligible for quotation
on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") and all other comparable national quotation systems
then in existence.

(ii) All outstanding shares of Class A Common
Stock automatically shall convert into shares of Class B Common Stock
on a share-for-share basis if at any time the number of outstanding
shares of Class B Common Stock as reflected on the stock transfer
records of the Corporation falls below 10% of the aggregate number of
outstanding shares of Class A Common Stock and of Class B Common
Stock.

(iii) In the event of any conversion of the Class A
Common Stock pursuant to either of the preceding two paragraphs,
certificates which formerly represented outstanding shares of Class A
Common Stock will thereafter be

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deemed to represent a like number of shares of Class B Common Stock
and all authorized shares of Common Stock shall consist of only Class
B Common Stock.

G. Class A Protection Provision

(i) For purposes of this Article IV, the
following capitalized terms have the following meanings, respectively:

(a) "Covered Shares" means, with respect to any
person or group, the shares of Class B Common Stock
beneficially owned by such person or group other than shares
of Class B Common Stock (if any) that have been acquired by
such person or group in any Excluded Acquisition;

(b) "Covered Share Percentage" means the
percentage obtained at any relevant time by dividing the
Covered Shares of a person or group by the total number of
shares of Class B Common Stock then issued and outstanding;

(c) "Excluded Acquisition" means the acquisition
of shares of Common Stock at the Effective Time pursuant to
the provisions of this Article IV and any other acquisition of
shares of Common Stock from the Corporation (whether or not
for consideration) or from any person by operation of law
(including but not limited to the laws of descent and
distribution), by will, by gift or by foreclosure of a
security interest given to secure a bona fide loan;

(d) "Threshold Percentage" means 10% or any
higher percentage evenly divisible by 5.

(ii) If any person or group acquires beneficial
ownership of any shares of Class B Common Stock such that upon such
acquisition the Covered Share Percentage of such person or group
equals or exceeds any Threshold Percentage which it did not equal or
exceed immediately prior to such acquisition and does not then
beneficially own shares of Class A Common Stock (other than shares of
Class A Common Stock (if any) acquired by such person or group in an
Excluded Acquisition) amounting to a percentage of the Class A Common
Stock then issued and outstanding equal to or in excess of the Covered
Share Percentage of such person or group (a "Significant
Shareholder"), such Significant Shareholder must, within ninety days
after the date of such acquisition (the "Acquisition Date"), make, and
must thereafter consummate, a public cash tender offer to acquire
additional shares of Class A Common Stock as hereafter provided in
this Subsection G of Article IV (a "Class A Protection Transaction").

(iii) In each Class A Protection Transaction, the
Significant Shareholder must make a public tender offer in

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compliance with all applicable laws and regulations to acquire that
number of shares of Class A Common Stock determined by (a) multiplying
such Significant Shareholder's Covered Share Percentage by the total
number of shares of Class A Common Stock issued and outstanding on the
Acquisition Date and (b) subtracting therefrom the total number of
shares of Class A Common Stock (other than any acquired by the
Significant Shareholder in an Excluded Acquisition) beneficially owned
by such Significant Shareholder on the Acquisition Date. The
Significant Shareholder must acquire all of such shares which are
validly tendered and not withdrawn; provided, however, that if the
number of shares of Class A Common Stock tendered to the Significant
Shareholder exceeds the number of shares required to be acquired
pursuant to the formula set forth in this clause (iii), the number of
shares of Class A Common Stock required to be purchased from each
tendering holder shall be pro rata in proportion to the number of
shares of Class A Common Stock validly tendered and not withdrawn by
all tendering holders.

(iv) The offer price for any shares of Class A
Common Stock required to be purchased by a Significant Shareholder
pursuant hereto shall be at least equal to the greater of (a) the
highest price per share paid by the Significant Shareholder
(including, in the case of a Significant Shareholder which is a group,
any member thereof) for any Covered Share in the six-month period
ending on the Acquisition Date or (b) the highest bid price quoted for
a share of Class B Common Stock (or, if higher, for a share of Class A
Common Stock) on the NASDAQ National Market System (or such other
exchange or quotation system as is then the principal trading market
for such shares) on the Acquisition Date. In the event that the
Significant Shareholder has acquired Covered Shares in the six-month
period ending on the Acquisition Date for consideration other than
cash, the per share value of such consideration shall be as determined
in good faith by the Board of Directors.

(v) Unless and until a Significant Shareholder,
either makes an offer required by this Subsection G of Article IV and
purchases shares validly tendered and not withdrawn, if any (after
proration, if applicable), or divests beneficial ownership of
sufficient shares of Class B Common Stock to cause the total number of
Covered Shares then beneficially owned by the Significant Shareholder
to be no greater than the number of Covered Shares which such
Significant Shareholder could have owned on the Acquisition Date
without becoming required to engage in a Class A Protection
Transaction, such Significant Shareholder shall not be entitled to
vote or direct the vote of any Covered Shares then or thereafter
beneficially owned by such Significant Shareholder.

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(vi) In the event that a proposal is submitted for
vote of the shareholders of the Corporation during the ninety-day
period during which a Significant Shareholder is required to initiate
a Class A Protection Transaction and such Significant Shareholder has
not, prior to the record date for determining shareholders entitled to
vote on such proposal, completed such Class A Protection Transaction,
such Significant Shareholder shall not be entitled to vote or direct
the vote of any Covered Shares of Class B Common Stock beneficially
owned by such Significant Shareholder, with respect to such proposal.

(vii) Discharge by a Significant Shareholder of
such Significant Shareholder's obligation to engage in a Class A
Protection Transaction arising as a result of any acquisition by such
Significant Shareholder shall not relieve such Significant Shareholder
from any obligation to engage in a Class A Protection Transaction
arising as a result of any other acquisition by such Significant
Shareholder. An increase in any Covered Share Percentage resulting
solely from a decrease in the total number of shares of Class B Common
Stock issued and outstanding shall not constitute an "acquisition" for
any purpose under this Subsection G of this Article IV.

(viii) All calculations with respect to percentage
of ownership of issued and outstanding shares of either class of
Common Stock shall be based upon the numbers of issued and outstanding
shares reported by the Corporation in the last filed with the
Securities and Exchange Commission of the Corporation's most recent
annual, quarterly, current or Form 10-C report or definitive proxy
statement filed pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), in which outstanding shares of such class
are reported.

(ix) For purposes of this Subsection G of this
Article IV, the term "person" shall mean a person as defined in
Section 3(a)(9) of the 1934 Act, "beneficial ownership" shall be
determined in accordance with Rule 13d-3 promulgated under the 1934
Act or any successor regulation, the term "group" shall mean a group
as described in Rule 13d-5 promulgated under the 1934 Act or any
successor regulation, and the formation of a group hereunder shall
have the effect described in paragraph (b) of said Rule 13d-5 or any
successor regulation. Anything hereinabove to the contrary
notwithstanding, however: (a) relationships by blood or marriage
between or among two or more persons shall not be deemed to constitute
any of such persons a member of a group with any other such persons;
(b) action taken or agreed to be taken by any person acting in his
official capacity as an officer or director of the Corporation shall
not be deemed to constitute such person a member of a group with any
other person, and (c) formation of a group shall not constitute an
acquisition by the group (or any member thereof) of beneficial

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ownership of any shares of Class B Common Stock beneficially owned by
any member of such group and acquired by such group member in an
Excluded Acquisition.

H. No Preemptive Rights

No holder of any shares of the capital stock of the
Corporation shall be entitled as such, as a matter of right, to
subscribe for or purchase any part of any new or additional issue of
shares of the capital stock of the Corporation of any kind or class
whatsoever, or of any stock or other securities convertible into or
otherwise affording any right to acquire any shares of capital stock
of any kind or class whatsoever, whether now or hereafter authorized,
and whether issued for cash or any other consideration, or (except as
provided in Subsection B of this Article IV) by way of dividend or
other distribution, and the Corporation may issue shares of capital
stock, or other securities convertible into shares of capital stock,
or warrants, options or other rights to acquire shares of capital
stock, without first offering the same or any of the same to the
holders of shares of capital stock of any kind or class, in such
manner, upon such terms and conditions, for such consideration and to
such persons, natural or other, as the Board of Directors of the
Corporation shall from time to time determine and decide.

I. Other Matters

(i) The Board of Directors shall have the power
to issue and sell all or any part of any class of stock herein or
hereafter authorized, from time to time, and at such time or times, in
such amounts and manner to such persons, firms, associations or
corporations, and for such consideration whether in cash, property or
otherwise, as the Board of Directors shall from time to time, in its
discretion, determine, whether or not greater consideration could be
received upon the issue or sale of the same number of shares of
another class, and as otherwise permitted by law.

(ii) The Board of Directors shall have the power
to purchase any class of stock herein or hereafter authorized from
time to time, and at such time or times, in such amounts and manner
from such persons, firms, associations or corporations, and for such
consideration, whether in cash, property or otherwise, as the Board of
Directors shall from time to time, in its discretion, determine,
whether or not less consideration could be paid upon the purchase of
the same number of shares of another class, and as otherwise permitted
by law."