RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                              WAUSAU PAPER CORP.
 
 
                                   ARTICLE 1
 
      The name of the corporation shall be Wausau Paper Corp. (the
"Corporation").
 
                                   ARTICLE 2
 
      The period of its existence shall be perpetual.
 
                                   ARTICLE 3
 
      The purpose shall be to engage in any lawful activity within the purposes
for which corporations may be organized under the Wisconsin Business
Corporation Law, Chapter 180 of the Wisconsin Statutes.
 
                                   ARTICLE 4
 
                                    PART I
 
      The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 100,500,000.  Of these (1) 100,000,000 shares
shall be common stock without par value (hereinafter sometimes referred to as
"Common Stock"); and (2) 500,000 shares shall be shares of preferred stock
without par value (hereinafter sometimes referred to as "Preferred Stock").
 
      The Board of Directors is expressly authorized to adopt, from time to
time, a resolution or resolutions providing for the establishment and issuance
of Preferred Stock without par value in one or more series; to fix the number
of shares in each such series and to fix the designations and all the powers,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions of each such series; and to
determine that shares of each such series shall have more than one vote, or one
vote, or less than one vote, or shall have no voting rights.
 
      The holder of each outstanding share of Common Stock shall have one vote
per share with respect to all matters submitted to a vote of shareholders.
                                       -1-
                                    PART II
 
                (SERIES A JUNIOR PARTICIPATING PREFERRED STOCK)
 
            (a)   Designation and Amount.  The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 75,000.  Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
<PAGE>
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
 
            (b)   Dividends and Distributions.
 
                  (i)   Subject to the rights of the holders of any shares of
      any series of Preferred Stock (or any similar stock) ranking prior and
      superior to the Series A Preferred Stock with respect to dividends, the
      holders of shares of Series A Preferred Stock, in preference to the
      holders of Common Stock without par value (the "Common Stock"), of the
      Corporation, and of any other junior stock, shall be entitled to receive,
      when, as and if declared by the Board of Directors out of funds legally
      available for the purpose, quarterly dividends payable in cash on the
      first day of March, June, September and December in each year (each such
      date being referred to herein as a "Quarterly Dividend Payment Date"),
      commencing on the first Quarterly dividend Payment Date after the first
      issuance of a share or fraction of a share of Series A Preferred Stock,
      in an amount per share (rounded to the nearest cent) equal to the greater
      of (a) $10 or (b) subject to the provision for adjustment hereinafter set
      forth, 1000 times the aggregate per share amount of all cash dividends,
      and 1000 times the aggregate per share amount (payable in kind) of all
      non-cash dividends or other distributions, other than a dividend payable
      in shares of Common Stock or a subdivision of the outstanding shares of
      Common Stock (by reclassification or otherwise), declared on the Common
      Stock since the immediately preceding Quarterly Dividend Payment Date or,
      with respect to the first Quarterly Dividend Payment Date, since the
      first issuance of any share or fraction of a share of Series A Preferred
      Stock.  In the event the Corporation shall at any time declare or pay any
      dividend on the Common Stock payable in shares of Common Stock, or effect
      a subdivision or combination or consolidation of the outstanding shares
      of Common Stock (by reclassification or otherwise than by payment of a
      dividend in shares of Common Stock) into a greater or lesser number of
      shares of Common Stock, then in each such case the amount to which
      holders of shares of Series A Preferred Stock were entitled immediately
      prior to such event under clause (b) of the preceding sentence shall be
      adjusted by multiplying such amount by a fraction, the numerator of which
      is the number of shares of Common Stock outstanding immediately after
      such event and the denominator of which is the number of shares of Common
      Stock that were outstanding immediately prior to such event.
                                       -2-
                  (ii)  The Corporation shall declare a dividend or
      distribution on the Series A Preferred Stock as provided in clause (i) of
      this paragraph (b) immediately after it declares a dividend or
      distribution on the Common Stock (other than a dividend payable in shares
      of Common Stock); provided that, in the event no dividend or distribution
      shall have been declared on the Common Stock during the period between
      any Quarterly Dividend Payment Date and the next subsequent Quarterly
      Dividend Payment Date, a dividend of $10 per share on the Series A
      Preferred Stock shall nevertheless be payable on such subsequent
      Quarterly Dividend Payment Date.
 
                  (iii) Dividends shall begin to accrue and be cumulative on
      outstanding shares of Series A Preferred Stock from the Quarterly
      Dividend Payment Date next preceding the date of issue of such shares,
      unless the date of issue of such shares is prior to the record date for
      the first Quarterly Dividend Payment Date, in which case dividends on
      such shares shall begin to accrue from the date of issue of such shares,
      or unless the date of issue is a Quarterly Dividend Payment Date or is a
      date after the record date for the determination of holders of shares of
      Series A Preferred Stock entitled to receive a quarterly dividend and
      before such Quarterly Dividend Payment Date, in either of which events
      such dividends shall begin to accrue and be cumulative from such
      Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not
      bear interest.  Dividends paid on the shares of Series A Preferred Stock
      in an amount less than the total amount of such dividends at the time
      accrued and payable on such shares shall be allocated pro rata on a share
      by share basis among all such shares at the time outstanding.  The Board
      of Directors may fix a record date for the determination of holders of
      shares of Series A Preferred Stock entitled to receive payment of a
      dividend or distribution declared thereon, which record date shall be not
      more than 60 days prior to the date fixed for the payment thereof.
 
            (c)   Voting Rights.  The holders of shares of Series A Preferred
Stock shall have the following voting rights:
 
                  (i)   Subject to the provision for adjustment hereinafter set
      forth, each share of Series A Preferred Stock shall entitle the holder
      thereof to 1000 votes on all matters submitted to a vote of the
      stockholders of the Corporation.  In the event the Corporation shall at
      any time declare or pay any dividend on the Common Stock payable in
      shares of Common Stock, or effect a subdivision or combination or
      consolidation of the outstanding shares of Common Stock (by
      reclassification or otherwise than by payment of a dividend in shares of
      Common Stock) into a greater or lesser number of shares of Common Stock,
      then in each such case the number of votes per share to which holders of
      shares of Series A Preferred Stock were entitled immediately prior to
      such event shall be adjusted by multiplying such number by a fraction,
      the numerator of which is the number of shares of Common Stock
      outstanding immediately after such event and the denominator of which is
      the number of shares of Common Stock that were outstanding immediately
      prior to such event.
                                       -3-
                  (ii)  Except as otherwise provided herein, or by law, the
      holders of shares of Series A Preferred Stock and the holders of shares
      of Common Stock and any other capital stock of the Corporation having
      general voting rights shall vote together as one class on all matters
      submitted to a vote of stockholders of the Corporation.
 
                  (iii) Except as set forth herein, or as otherwise provided by
      law, holders of Series A Preferred Stock shall have no special voting
      rights and their consent shall not be required (except to the extent they
      are entitled to vote with holders of Common Stock as set forth herein)
      for taking any corporate action.
 
            (d)   Certain Restrictions.
 
                  (i)   Whenever quarterly dividends or other dividends or
      distributions payable on the Series A Preferred Stock as provided in
      paragraph (b) are in arrears, thereafter and until all accrued and unpaid
      dividends and distributions, whether or not declared, on shares of Series
      A Preferred Stock outstanding shall have been paid in full, the
      Corporation shall not:
 
                        (A)   declare or pay dividends, or make any other
            distributions, on any shares of stock ranking junior (either as to
            dividends or upon liquidation, dissolution or winding up) to the
            Series A Preferred Stock;
 
                        (B)   declare or pay dividends, or make any other
            distributions, on any shares of stock ranking on a parity (either
            as to dividends or upon liquidation, dissolution or winding up)
            with the Series A Preferred Stock, except dividends paid ratably on
            the Series A Preferred Stock and all such parity stock on which
<PAGE>
            dividends are payable or in arrears in proportion to the total
            amounts to which the holders of all such shares are then entitled;
 
                        (C)   redeem or purchase or otherwise acquire for
            consideration shares of any stock ranking junior (either as to
            dividends or upon liquidation, dissolution or winding up) to the
            Series A Preferred Stock, provided that the Corporation may at any
            time redeem, purchase or otherwise acquire shares of any such
            junior stock in exchange for shares of any stock of the Corporation
            ranking junior (either as to dividends or upon dissolution,
            liquidation or winding up) to the Series A Preferred Stock; or
 
                        (D)   redeem or purchase or otherwise acquire for
            consideration any shares of Series A Preferred Stock, or any shares
            of stock ranking on a parity with the Series A Preferred Stock,
            except in accordance with a purchase offer made in writing or by
            publication (as determined by the Board of Directors) to all
            holders of such shares upon such terms as the Board of Directors,
            after consideration of the respective annual dividend rates and
            other relative rights and
                                       -4-
            preferences of the respective series and classes, shall determine
            in good faith will result in fair and equitable treatment among the
            respective series or classes.
 
                  (ii)  The Corporation shall not permit any subsidiary of the
      Corporation to purchase or otherwise acquire for consideration any shares
      of stock of the Corporation unless the Corporation could, under clause
      (i) of this paragraph (d), purchase or otherwise acquire such shares at
      such time and in such manner.
 
            (e)   Reacquired Shares.  Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All
such shares shall upon their cancellation become authorized but unissued shares
of Preferred Stock and may be reissued as part of a new series of Preferred
Stock subject to the conditions and restrictions on issuance set forth herein.
 
            (f)   Liquidation, Dissolution or Winding Up.  Upon any
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares of
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1000 times the aggregate amount to be distributed per share to holders of
shares of Common Stock, or (2) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.  In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
<PAGE>
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount
to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
 
            (g)   Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate amount of stock,
securities, cash and/or
                                       -5-
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged.  In the event the
Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
            (h)   No Redemption.  The shares of Series A Preferred Stock shall
not be redeemable.
 
            (i)   Rank.  The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all
series of any other class of the Corporation's Preferred Stock.
 
            (j)   Amendment.  The Articles of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
 
                                   ARTICLE 5
 
      No holder of shares of this Corporation shall be entitled to preemptive
rights or to any right to subscribe for, purchase or receive any part of any
new or additional issue of stock of any class, whether now or hereafter
authorized, or of any bonds, debentures, or other securities convertible into
stock of any class, and all such additional shares of stock, bonds, debentures
or other securities convertible into stock may be issued and disposed of by the
Board of Directors to such person or persons and on such terms and for such
consideration (so far as may be permitted by law) as the Board of Directors, in
<PAGE>
its absolute discretion, may deem advisable.
 
                                   ARTICLE 6
 
      The Board of Directors of this Corporation shall consist of such number
of members as the By-laws may provide, but not less than three (3) members nor
more than nine (9) members.  Members of the Board of Directors shall have such
qualification as may from time to time be provided by the By-laws of this
Corporation.  Directors shall be divided into three (3) classes to be as nearly
equal as possible.  The term of office of Directors of the first class shall
expire at the first annual meeting of shareholders after their election, the
second class shall expire at the second annual meeting after their election,
and the third class shall expire at the third annual
                                       -6-
meeting after their election.  At each annual meeting after such
classification, the number of Directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the third succeeding annual meeting.  Each Director shall hold office for the
term for which he is elected and until his successor shall have been elected
and qualified.  No change in the number of Directors will affect the term of
office of a Director.  The affirmative vote for four-fifths of the outstanding
shares entitled to vote for the election of a Director shall be required to
remove such Director from office.  Amendment of this Article of Incorporation
(Article 6) shall require the affirmative vote of four-fifths of all classes
of stock of the Corporation entitled to vote thereon.
 
                                   ARTICLE 7
 
      The address of the registered office is One Clark's Island, P.O. Box
1408, Wausau, Marathon County, Wisconsin 54401, and the name of the registered
agent at such address is Daniel R. Olvey.
 
                                   ARTICLE 8
 
                                    PART I
 
      These Articles of Incorporation may be amended in the manner authorized
by the Wisconsin Business Corporation Law at the time of amendment unless a
specific article of incorporation (including this article) requires a different
proportion of the shares of stock of all classes of stock of the Corporation.
 
                                    PART II
 
            (a)   Except as set forth in paragraph (d) of this Part II, the
affirmative vote or consent of the holders of four-fifths of all classes of
stock of this Corporation entitled to vote in elections of directors,
considered for the purposes of this Part II as one class, shall be required
(i) for the adoption of any agreement for the merger or consolidation of this
Corporation with or into any other corporation, or (ii) to authorize any sale,
lease, exchange, mortgage, pledge or other disposition of all or any
substantial part of the assets of this Corporation to, or any sale, lease,
exchange, mortgage, pledge or other disposition to this Corporation or any
subsidiary thereof in exchange for securities of this Corporation of any assets
of, any other corporation, person or other entity, if, in either case, as of
the record date for the determination of shareholders entitled to notice
thereof and to vote thereon consent thereto such other corporation, person or
entity is the beneficial owner, directly or indirectly, of more than ten per
<PAGE>
cent of the outstanding shares of stock of this Corporation entitled to vote in
elections of directors considered for the purposes of this Part II as one
class.  Such affirmative vote or consent shall be in addition to the vote or
consent of the holders of the stock of this Corporation otherwise required by
law, these Articles of Incorporation or any agreement between this Corporation
and any national securities exchange.
                                       -7-
            (b)   For the purposes of this Part II, (i) any corporation, person
or other entity shall be deemed to be the beneficial owner of any shares of
stock of this Corporation (A) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise or (B) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of subclause (A), above), by
any other corporation, person or entity with which it or its "affiliate" or
"associate" (as defined below) has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of stock of this
Corporation, or which is its "affiliate" or "associate" as those terms are
defined in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on January 1, 1969, and (iii) the outstanding
shares of any class of stock of this Corporation shall include shares deemed
owned through application of subclauses (A) and (B) 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, or otherwise.
 
            (c)   The Board of Directors shall have the power and duty to
determine for the purposes of this Part II on the basis of information known to
such Board, whether (i) such other corporation, person or other entity
beneficially owns more than ten per cent of the outstanding shares of stock of
this Corporation entitled to vote in elections of directors, (ii) a
corporation, person or entity is an "affiliate" or "associate" (as defined
above) of another, and (iii) the memorandum of understanding referred to below
is substantially consistent with the transaction covered thereby.  Any such
determination shall be conclusive and binding for all purposes of this Part II.
 
            (d)   The provisions of this Part II shall not be applicable to (i)
any merger or consolidation of this Corporation, with or into any other
corporation, or any sale, lease, exchange, mortgage, pledge or other
disposition of all or any substantial part of the assets of this Corporation
to, or any sale, lease, mortgage, pledge or other disposition to this
Corporation or any subsidiary thereof in exchange for securities of this
Corporation of any assets of, any other corporation, person or other entity, if
such transaction is approved by resolution of the Board of Directors of the
Corporation, provided that a majority of the members of the Board of Directors
voting for the approval of such transaction were duly elected and acting
members of the Board of Directors prior to the time any such other corporation,
person or other entity shall have become a beneficial owner of more than ten
per cent (10%) of the shares of stock of this corporation entitled to vote in
an election of directors; or (ii) any merger or consolidation of this
Corporation with, or any sale, lease, exchange, mortgage, pledge or other
disposition to this Corporation or any subsidiary thereof of any assets of any
corporation of which a majority of the outstanding shares of all classes of
stock entitled to vote in elections of directors is owned of record or
beneficially by this Corporation and its subsidiaries.
 
            (e)   No amendment to these Articles of Incorporation shall amend,
alter, change or repeal any of the provisions of this Part II, unless the
amendment affecting such amendment, alteration, change or repeal shall receive
<PAGE>
the affirmative vote or consent of the holders of four-fifths of all classes of
stock of this corporation entitled to vote in elections of directors,
considered for the purposes of this Part II as one class.
                                       -8-
                                   ARTICLE 9
 
                                    PART I
 
            (a)   Except as otherwise expressly provided in Part II of this
Article 9 and in addition to any other provision of law and as may otherwise be
set forth in these Articles, the consummation of any Business Combination shall
require that all of the following conditions shall have been met:
 
                  (i)   The aggregate amount of the cash and the Fair Market
      Value as of the date of the consummation of the Business Combination of
      consideration other than cash to be received per share by holders of
      Common Stock in such Business Combination shall be at least equal to the
      highest of the following:
 
                        (A)   (if applicable) the highest per share price
            (including any brokerage commissions, transfer taxes and soliciting
            dealers' fees) paid by the Interested Shareholder for any shares of
            Common Stock acquired by it (1) within the two-year period
            immediately prior to the first public announcement of the proposal
            of the Business Combination (the "Announcement Date") or (2) in the
            transaction in which it became an Interested Shareholder, whichever
            is higher;
 
                        (B)   the Fair Market Value per share of Common Stock
            on the Announcement Date or on the date on which the Interested
            Shareholder became an Interested Shareholder (such latter date is
            referred to in this Article 9 as the "Determination Date"),
            whichever is higher; and
 
                        (C)   (if applicable) the price per share equal to the
            Fair Market Value per share of Common Stock determined pursuant to
            paragraph (a)(i)(B) above, multiplied by the ratio of (1) the
            highest per share price (including any brokerage commissions,
            transfer taxes and soliciting dealers' fees) paid by the Interested
            Shareholder for any shares of Common Stock acquired by it within
            the two-year period immediately prior to the Announcement Date to
            (2) the Fair Market Value per share of Common Stock on the first
            day in such two-year period upon which the Interested Shareholder
            acquired any shares of Common Stock.
 
                  (ii)  The aggregate amount of the cash and the Fair Market
      Value as of the date of the consummation of the Business Combination of
      consideration other than cash to be received per share by holders of
      shares of any class of outstanding Voting Stock other than Common Stock
      (and other than Institutional Voting Stock), shall be at least equal to
      the highest of the following (it being intended that the requirements of
      this paragraph (a)(ii) shall be required to be met with respect to every
      class of outstanding Voting Stock [other than Institutional Voting
      Stock], whether or not the Interested Shareholder has previously acquired
      any shares of a particular class of Voting Stock):
                                       -9-
                        (A)   (if applicable) the highest per share price
<PAGE>
            (including any brokerage commissions, transfer taxes and soliciting
            dealers' fees) paid by the Interested Shareholder for any shares of
            such class of Voting Stock acquired by it (1) within the two-year
            period immediately prior to the Announcement Date or (2) in the
            transaction in which it became an interested shareholder, whichever
            is higher;
 
                        (B)   (if applicable) the highest preferential amount
            per share to which the holders of shares of such class of Voting
            Stock are entitled in the event of any voluntary or involuntary
            liquidation, dissolution or winding up of the Corporation;
 
                        (C)   the Fair Market Value per share of such class of
            Voting Stock on the Announcement Date or on the Determination Date,
            whichever is higher; and
 
                        (D)   (if applicable) the price per share equal to the
            Fair Market Value per share of such class of Voting Stock
            determined pursuant to paragraph (a)(ii)(C) above, multiplied by
            the ratio of (1) the highest per share price (including any
            brokerage commissions, transfer taxes and soliciting dealers' fees)
            paid by the Interested Shareholder for any shares of such class of
            Voting Stock acquired by it within the two-year period immediately
            prior to the Announcement Date to (2) the Fair Market Value per
            share of such class of Voting Stock on the first day in such two-
            year period upon which the Interested Shareholder acquired any
            shares of such class of Voting Stock.
 
                  (iii) The consideration to be received by holders of a
      particular class of outstanding Voting Stock (including Common Stock)
      shall be in cash or in the same form as the Interested Shareholder has
      previously paid for shares of such class of Voting Stock.  If the
      Interested Shareholder has paid for shares of any class of Voting Stock
      with varying forms of consideration, the form of consideration for such
      class of Voting Stock shall be either cash or the form used to acquire
      the largest number of shares of such class of Voting Stock previously
      acquired by it.
 
                  (iv)  After such Interested Shareholder has become an
      Interested Shareholder and prior to the consummation of such Business
      Combination:  (A) except as approved by a majority of the Continuing
      Directors, there shall have been no failure to declare and pay at the
      regular date therefor any full quarterly dividends (whether or not
      cumulative) on the outstanding Preferred Stock; (B) there shall have been
      (1) no reduction in the annual rate of dividends paid on the Common Stock
      (except as necessary to reflect any subdivision of the Common Stock),
      except as approved by a majority of the Continuing Directors, and (2) an
      increase in such annual rate of dividends as necessary to reflect any
      reclassification (including any reverse stock split), recapitalization,
                                       -10-
      reorganization or any similar transaction which has the effect of
      reducing the number of outstanding shares of the Common Stock, unless the
      failure so to increase such annual rate is approved by a majority of the
      Continuing Directors; and (C) such Interested Shareholder shall have not
      become the beneficial owner of any additional shares of Voting Stock
      except as part of the transaction which results in such Interested
      Shareholder becoming an Interested Shareholder.
<PAGE>
                  (v)   After such Interested Shareholder has become an
      Interested Shareholder, such Interested Shareholder shall not have
      received the benefit, directly or indirectly (except proportionately as a
      shareholder), of any loans, advances, guarantees, pledges or other
      financial assistance or any tax credits or other tax advantages provided
      by the Corporation, whether in anticipation of or in connection with such
      Business Combination or otherwise.
 
                  (vi)  A proxy or information statement describing the
      proposed Business Combination and containing the information specified
      for proxy or information statements under the Securities Exchange Act of
      1934 and the rules and regulations thereunder (or any subsequent
      provisions replacing such Act, rules or regulations) shall be mailed by
      or on behalf of and at the expense of the Interested Shareholder seeking
      to effect such Business Combination, to Shareholders of the Corporation
      at least 30 days prior to the consummation of such Business Combination
      (whether or not such proxy or information statement is required to be
      mailed pursuant to such Act or subsequent provisions).
 
            (b)   The term "Business Combination," as used in this Article 9,
shall mean:
 
                  (i)   any merger or consolidation of the Corporation or any
      Subsidiary with (A) any Interested Shareholder or (B) any other
      corporation (whether or not itself an Interested Shareholder) which is,
      or after such merger or consolidation would be, an Affiliate of an
      Interested Shareholder; and
 
                  (ii)  any sale, lease, exchange, mortgage, pledge, transfer
      or other disposition (in one transaction or a series of transactions) to
      or with any Interested Shareholder or any Affiliate of any Interested
      Shareholder of any assets of the Corporation or any Subsidiary having an
      aggregate Fair Market Value of $1,000,000 or more; and
 
                  (iii) The issuance or transfer by the Corporation or any
      Subsidiary (in one transaction or a series of transactions) of any
      securities of the Corporation or any Subsidiary to any Interested
      Shareholder or any Affiliate of any Interested Shareholder in exchange
      for cash, securities or other property (or a combination thereof) having
      an aggregate Fair Market Value of $1,000,000 or more; and
                                       -11-
                  (iv)  the adoption of any plan or proposal for the
      liquidation or dissolution of the Corporation proposed by or on behalf of
      an Interested Shareholder or any Affiliate of any Interested Shareholder;
      and
 
                  (v)   any reclassification of securities (including any
      reverse stock split), or recapitalization of the Corporation, or any
      merger or consolidation of the Corporation with any of its Subsidiaries
      or any other transaction (whether or not with or into or otherwise
      involving an Interested Shareholder) which has the effect, directly or
      indirectly, of increasing the proportionate share of the outstanding
      shares of any class of equity or convertible securities of the
      Corporation or any Subsidiary which is directly or indirectly owned by
      any Interested Shareholder or any Affiliate of any Interested
      Shareholder.
<PAGE>
                                       PART II
 
            The provisions of Part I of this Article 9 shall be applicable to
      each particular Business Combination unless (a) such Business Combination
      shall have been approved by the affirmative vote of at least two-thirds
      of the voting power of all shares of Voting Stock (considered for
      purposes of this Article 9 as one class, it being understood that for
      purposes of this Article 9, each share of Voting Stock shall have the
      number of votes granted to it pursuant to Article 4 of these Articles of
      Incorporation) which are then held by Independent Shareholders or (b) a
      majority of the Continuing Directors shall by resolution have approved a
      memorandum of understanding with such Interested Shareholder with respect
      to and substantially consistent with such Business Combination.
 
                                      PART III
 
            For purposes of this Article 9, the following terms shall have the
      meaning hereinafter set forth:
 
                  (a)   "Affiliate" or "Associate" shall have the respective
      meanings ascribed to such terms in Rule 12b-2 of the General Rules and
      Regulations under the Securities Exchange Act of 1934, as in effect on
      November 19, 1984.
 
                  (b)   A person shall be a "beneficial owner" of any Voting
      Stock:
 
                        (i)   which such person or any of its Affiliates or
            Associates (as herein defined) beneficially owns, directly or
            indirectly; or
 
                        (ii)  which such person or any of its Affiliates or
            Associates has (A) the right to acquire (whether such right is
            exercisable immediately or only after the passage of time),
            pursuant to any agreement, arrangement or understanding or upon the
            exercise of conversion rights, exchange rights, warrants
                                       -12-
            or options, or otherwise, or (B) the right to vote pursuant to any
            agreement, arrangement or understanding; or
 
                        (iii) which are beneficially owned, directly or
            indirectly, by any other person with which such person or any of
            its Affiliates or Associates has any agreement, arrangement or
            understanding for the purpose of acquiring, holding, voting or
            disposing of any shares of Voting Stock.
 
                  (c)   "Continuing Director" shall mean any member of the
      Board of Directors of the Corporation (the "Board") who is unaffiliated
      with the Interested Shareholder referred to in the definition of
      "Business Combination" in paragraph (b) of Part I of this Article 9 and
      was a member of the Board prior to the time that the Interested
      Shareholder became an Interested Shareholder and any successor of a
      Continuing Director who is unaffiliated with the Interested Shareholder
      and is recommended to succeed a Continuing Director by a majority of
      Continuing Directors then on the Board.
<PAGE>
                  (d)   "Fair Market Value" means:  (i) in the case of stock,
      the highest closing sale price during the 30-day period immediately
      preceding the date in question of a share of such stock on the Composite
      Tape for the New York Stock Exchange-Listed Stocks, or, if such stock is
      not quoted on the Composite Tape for the New York Stock Exchange, or, if
      such stock is not listed on such Exchange, on the principal United States
      securities exchange registered under the Securities Exchange Act of 1934
      on which such stock is listed, or, if such stock is not listed on any
      such exchange, the highest closing bid quotation with respect to a share
      of such stock during the 30-day period preceding the date in question on
      the National Association of Securities Dealers, Inc. Automated Quotations
      System ("NASDAQ") or, if NASDAQ is not then in use, any other system then
      in use, or, if no such quotations are available, the Fair Market Value on
      the date in question of a share of such stock as determined by the Board
      in good faith; and (ii) in the case of property other than cash or stock,
      the Fair Market Value of such property on the date in question as
      determined by the Board in good faith.
 
                  (e)   "Independent Shareholder" shall mean any person who or
      which:
 
                        (i)   is the beneficial owner, directly or indirectly,
            of one or more shares of Voting Stock, and
 
                        (ii)  is not the Interested Shareholder, an Affiliate
            or an Associate of the Interested Shareholder or a party to or
            subject to any agreement or understanding with the Interested
            Shareholder or any Affiliate of an Associate thereof for the
            purpose of acquiring, holding, voting or disposing of any shares of
            Voting Stock; which Interested Shareholder or Affiliate or
            Associate of the Interested Shareholder is referred to in the
            definition of "Business Combination" in paragraph (b) of Part I of
            this Article 9.
                                       -13-
                  (f)   "Institutional Voting Stock" shall mean any class of
      Voting Stock which was issued to and continues to be held solely by one
      or more insurance companies, pension funds, commercial banks, savings
      banks and/or similar financial institutions or institutional investors.
 
                  (g)   "Interested Shareholder" shall mean any person (other
      than the Corporation or any Subsidiary) who or which:
 
                        (i)   is the beneficial owner, directly or indirectly,
            of more than 10% of the voting power of the outstanding Voting
            Stock; or
 
                        (ii)  is an Affiliate of the Corporation and at any
            time within the two-year period immediately prior to the date in
            question, became the beneficial owner, directly or indirectly, of
            10% or more of the voting power of the then outstanding Voting
            Stock; or
 
                        (iii) is an assignee of or has otherwise succeeded to
            any shares of Voting Stock which were at any time within the two-
            year period immediately prior to the date in question beneficially
            owned by any Interested Shareholder, if such assignment or
            succession shall have occurred in the course of a transaction or
            series of transactions not involving a public offering within the
<PAGE>
            meaning of the Securities Act of 1933.
 
                  For the purposes of determining whether a person is an
      Interested Shareholder pursuant to this paragraph (g), the number of
      shares of Voting Stock deemed to be outstanding shall include shares
      deemed owned through application of paragraph (b) of this Part III but
      shall not include any other shares of Voting Stock which may be issuable
      pursuant to any agreement, arrangement or understanding, or upon exercise
      of conversion rights, warrants or options, or otherwise.
 
                  (h)   In the event of any Business Combination in which the
      Corporation survives, the phrase "consideration other than cash to be
      received" as used in paragraph (a)(i) and (ii) of Part I of this Article
      9 shall include the shares of Common Stock and/or the shares of any other
      class of outstanding Voting Stock retained by the holders of such shares.
 
                  (i)   A "person" shall mean any individual, firm, corporation
      or other entity.
 
                  (j)   "Subsidiary" means any corporation of which a majority
      of any class of equity security is owned, directly or indirectly, by the
      Corporation; provided, however, that for the purposes of the definition
      of Interested Shareholder set forth in paragraph (g) of this Part III,
      the term "Subsidiary" shall mean only a corporation of
                                       -14-
      which a majority of each class of equity security is owned, directly or
      indirectly, by the Corporation.
 
                  (k)   "Voting Stock" shall mean each share of stock of the
      Corporation generally entitled to vote in elections of Directors.
 
      The directors of the Corporation shall have the power and duty to
determine, for the purposes of this Article 9, on the basis of information
known to them after reasonable inquiry, (a) whether a person is an Interested
Shareholder, (b) whether a person is an Independent Shareholder, (c) the number
of shares of Voting Stock beneficially owned by any person, (d) whether a
person is an Affiliate or Associate of another, (e) whether a class of Voting
Stock is Institutional Voting Stock and (f) whether the assets which are the
subject of any Business Combination have, or the consideration to be received
for the issuance or transfer of securities by the Corporation or any Subsidiary
in any Business Combination has, an aggregate Fair Market Value of $1,000,000
or more.  Any such determination made in good faith shall be binding and
conclusive on all parties.
 
                                    PART IV
 
      Nothing contained in this Article 9 shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.
 
                                    PART V
 
      Notwithstanding any other provisions of these Articles of Incorporation
or the Bylaws of the Corporation (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles of Incorporation or the
Bylaws of the Corporation), the affirmative vote of the holders of four-fifths
of all classes of stock of this Corporation entitled to vote in elections of
directors, considered for the purposes of this Part V as one class, shall be
required to amend or repeal, or adopt any provisions inconsistent with, this
Article 9 of these Articles of Incorporation.
 
                                  ARTICLE 10
 
                                    PART I
 
      Subject to the provisions of Part II hereof, the act of the majority of
the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless the act of a greater number is required
by law.
 
                                    PART II
 
      Any vacancy occurring in the Board of Directors, including a vacancy
created by an increase in the number of directors, shall be filled only by the
affirmative vote of a majority of the directors then in office, though less
than a quorum of the Board of Directors.  A director
                                       -15-
elected to fill a vacancy, other than a vacancy created by an increase in the
number of directors, shall be elected for the unexpired term of his
predecessor.  A director elected to fill a vacancy created by an increase in
the number of directors shall be elected for a term of office continuing only
until the next succeeding annual election of directors of any class.
 
                                   PART III
 
      Despite any other provisions of these Articles of Incorporation or the
Bylaws of the Corporation (and despite the fact that a lesser percentage may be
specified by law, these Articles of Incorporation or the Bylaws of the
Corporation), the affirmative vote of the holders of four-fifths of all classes
of stock of this Corporation entitled to vote in elections of directors,
considered for the purpose of this Part III as one class, shall be required to
amend or repeal, or adopt any provisions inconsistent with, this Article 10 of
these Articles of Incorporation.
 
                                  ARTICLE 11
 
      These articles shall supersede and take the place of the heretofore
existing Articles of Incorporation and all amendments thereto.