ARM

APPENDIX F

RESTATED
ARTICLES OF INCORPORATION
OF
ARVINMERITOR, INC.

ARTICLE 1

IDENTIFICATION

The name of the corporation is ArvinMeritor, Inc. (the "Corporation" or
the "Company").

ARTICLE 2

PURPOSE, POWERS AND DURATION

Section 2.01. Purpose. The purpose for which the Corporation is formed is
the transaction of any or all lawful business for which corporations may be
incorporated under the Indiana Business Corporation Law, as the same may, from
time to time, be amended (the "Act").

Section 2.02. Powers. The Corporation, subject to any limitations or
restrictions imposed by the Act, other law or these Articles of Incorporation,
as the same may, from time to time, be amended (these "Articles"), shall have
the same powers as an individual to do all things necessary or convenient to
carry out its business and affairs, including without limitation all powers
enumerated in the Act as examples of corporate powers.

Section 2.03. Duration. The Corporation is to have perpetual existence.

ARTICLE 3

REGISTERED OFFICE AND REGISTERED AGENT

The street address of the registered office of the Corporation is:

251 East Ohio Street
Suite 500
Indianapolis, Indiana 46204


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and the name and business office of its registered agent in charge of such
office are:

Corporation Service Company
251 East Ohio Street
Suite 500
Indianapolis, Indiana 46204


ARTICLE 4

NUMBER OF AUTHORIZED SHARES

The Corporation shall have authority to issue a total of Five Hundred
Thirty Million (530,000,000) shares of the Corporation ("Shares").


ARTICLE 5

GENERAL PROVISIONS REGARDING SHARES

Section 5.01. Common Stock.

(a) Five Hundred Million (500,000,000) of the Shares that the
Corporation has authority to issue constitute a separate and single class of
Shares designated as "Common Stock", which shall have a par value of One Dollar
($1.00) per share and shall not be issued in series, with all shares of Common
Stock having identical rights, preferences and limitations.

(b) The Common Stock shall have the following voting powers,
designations, preferences and relative, participating, optional and other
special rights, and qualifications, limitations or restrictions thereof:

(i) Dividends. Whenever the full dividends upon any outstanding
Preferred Stock for all past dividend periods shall have been paid and the
full dividends thereon for the then current respective dividend periods
shall have been paid, or declared and a sum sufficient for the respective
payments thereof set apart, the holders of shares of the Common Stock shall
be entitled to receive such dividends and distributions in equal amounts
per share, payable in cash or otherwise, as may be declared thereon by the
Board of Directors of the Corporation (the "Board") from time to time out
of assets or funds of the Corporation legally available therefor.

(ii) Rights on Liquidation. In the event of any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or
involuntary, after the


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payment or setting apart for payment to the holders of any outstanding
Preferred Stock of the full preferential amounts to which such holders are
entitled as herein provided or referred to, all of the remaining assets of
the Corporation shall belong to and be distributable in equal amounts per
share to the holders of the Common Stock. For purposes of this Section
5.01(b)(ii), a consolidation or merger of the Corporation with any other
corporation, or the sale, transfer or lease of all or substantially all its
assets shall not constitute or be deemed a liquidation, dissolution or
winding-up of the Corporation.

(iii) Voting. Subject to the rights of holders of Preferred
Stock of any series, the holders of Common Stock shall have the right to
cast one vote for each duly authorized, issued and outstanding share of
Common Stock held by them upon each question or matter submitted generally
to the Shareholders.

Section 5.02. Preferred Stock. Thirty Million (30,000,000) of
the Shares that the Corporation has authority to issue constitute a separate and
single class of Shares designated as "Preferred Stock", which shall be without
par value, shall rank prior to and be preferred over Common Stock as to assets
and dividends, and may be issued in series as follows, with all shares of
Preferred Stock of the same series having identical rights, preferences and
limitations:

(a) Two Million (2,000,000) shares of Preferred Stock (or such
greater or lesser number as may be established pursuant to Section 6.01 of these
Articles) constitute a separate and single series designated as "Series A Junior
Participating Preferred Stock", which shall have the relative rights,
preferences and limitations set forth in this Article 5 and in Article 6 of
these Articles.

(b) The remainder of the Preferred Stock ("Other Preferred
Stock") may be issued in one or more series. Subject to the rights of the
holders of any then outstanding Preferred Stock, the Board is vested with
authority to determine and state the designations and the relative rights
(including voting rights, if any), preferences and limitations of any such
series of Other Preferred Stock by the adoption and filing in accordance with
the Act, before the issuance of any Shares of such series, of an amendment or
amendments to these Articles determining the terms of such series (a "Preferred
Stock Amendment"). The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:

(1) the designation of the series, which may be by distinguishing
number, letter or title;

(2) the number of shares of the series, which number the
Board of Directors may thereafter (except where otherwise
provided in the Preferred Stock Amendment) increase or decrease
(but not below the number of shares thereof then outstanding);


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(3) whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series;

(4) the dates at which dividends, if any, shall be payable;

(5) the redemption rights and price or prices, if any, for
shares of the series;

(6) the terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;

(7) the amounts payable on shares of the series in the event of
any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation;

(8) whether the shares of the series shall be convertible into
shares of any other class or series, or any other security,
of the Corporation or any other corporation, and, if so,
the specification of such other class or series or such
other security, the conversion price or prices or rate or
rates, any adjustments thereof, the date or dates as of
which such shares shall be convertible and all other terms
and conditions upon which such conversion may be made;

(9) restrictions on the issuance of shares of the same series
or of any other class or series; and

(10) the voting rights, if any, of the holders of shares of the
series.

Except as may be provided in these Articles or in a Preferred Stock Amendment,
the Common Stock shall have the exclusive right to vote for the election of
directors and for all other purposes, and except as may be required by the Act,
holders of Preferred Stock shall not be entitled to receive notice of any
meeting of Shareholders at which they are not entitled to vote. Subject to the
requirements of the Act, the number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the
outstanding Common Stock.

Section 5.03. Issuance of Shares. Subject to the rights of any then
outstanding Preferred Stock, the Board has authority to authorize and direct the
issuance by the Corporation of Shares on such terms and conditions as it may,
from time to time, determine, subject only to the restrictions, limitations,
conditions and requirements imposed by the Act, other applicable laws and these
Articles.

Section 5.04. Distributions Upon Shares. Subject to the rights of any
then outstanding Preferred Stock, the Board has authority to authorize and
direct in respect of the issued and outstanding shares of Common Stock and
Preferred Stock (i) the payment of dividends and the making of other
distributions by the Corporation at such times, in


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such amounts and forms, from such sources and upon such terms and conditions as
it may, from time to time, determine upon, subject only to the restrictions,
limitations, conditions and requirements imposed by the Act, other applicable
laws and these Articles, and (ii) the making by the Corporation of Share
dividends and Share splits, pro rata and without consideration, in Shares of the
same class or series or in Shares of any other class or series, and without
obtaining the affirmative vote or the written consent of the holders of the
Shares of the class or series in which the payment or distribution is to be
made.

Section 5.05. Preemptive Rights. Unless otherwise determined by the
Board, no holder of Shares shall, as such holder, have any right to purchase or
subscribe for any Shares of any class which the Corporation may issue or sell,
whether or not exchangeable for any Shares of any class or classes and whether
out of unissued shares authorized by these Articles as originally filed or by
any amendment thereof or out of Shares acquired by it after the issue thereof.

Section 5.06. Acquisition of Shares. Subject to the rights of any then
outstanding Preferred Stock, the Board has authority to authorize and direct the
acquisition by the Corporation of the issued and outstanding shares of Common
Stock and Preferred Stock, in such amounts, from such persons, for such
considerations, from such sources and upon such terms and conditions as it may,
from time to time, determine, subject only to the restrictions, limitations,
conditions and requirements imposed by the Act, other applicable laws and these
Articles.

Section 5.07. Issuance of Rights, Options and Warrants. Subject to the
rights of any then outstanding Preferred Stock, the Board has authority to
create and to authorize and direct the issuance (on either a pro rata or a
non-pro rata basis) by the Corporation of rights, options and warrants for the
purchase of Shares, other securities of the Corporation, or shares or other
securities of any successor in interest of the Corporation (a "Successor"), at
such times, in such amounts, to such persons, for such consideration (if any),
with such form and content (including without limitation the consideration for
which any Shares, other securities of the Corporation, or shares or other
securities of any Successor are to be issued) and upon such terms and conditions
as it may, from time to time, determine upon, subject only to the restrictions,
limitations, conditions and requirements imposed by the Act, other applicable
laws and these Articles.

Section 5.08. Record Ownership of Shares. The Corporation shall be
entitled to treat the holder of record (according to the books of the
Corporation) of any Share or Shares (including any holder registered in a
book-entry or direct registration system maintained by the Corporation or a
transfer agent or a registrar designated by the Board of Directors) as the
holder in fact thereof and owner for all purposes and shall not be bound to
recognize any equitable or other claim to, or interest in, such Share or Shares
on the part of any other person, whether or not the Corporation shall have
express or other notice thereof, except as expressly provided by applicable law.


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Section 5.09. Recognition Procedure for Beneficial Ownership of Shares.
The Board may establish a recognition procedure, which may be included in the
By-Laws of the Corporation (as the same may be amended from time to time, the
"By-Laws"), by which the beneficial owner of any Share registered on the books
of the Corporation in the name of a nominee is recognized by the Corporation, to
the extent provided in any such recognition procedure, as the owner thereof.

Section 5.10. Disclosure Procedure for Beneficial Ownership of Shares.
The Board may establish a disclosure procedure, which may be included in the
By-Laws, by which the name of the beneficial owner of any Share registered on
the books of the Corporation in the name of a nominee shall, to the extent not
prohibited by the Act or other applicable laws, be disclosed to the Corporation.
Any disclosure procedure established by the Board may include reasonable
sanctions to ensure compliance therewith, including without limitation (i)
prohibiting the voting of, (ii) providing for mandatory or optional
reacquisition by the Corporation of, and (iii) the withholding or payment into
escrow of any dividend or other distribution in respect of, any Share of which
the name of the beneficial owner is not disclosed to the Corporation as required
by such disclosure procedure.

Section 5.11 Liability of Shareholders. The private property of the
Shareholders of the Corporation shall not be subject to the payment of corporate
debts to any extent whatever.

ARTICLE 6

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

The Series A Junior Participating Preferred Stock shall have the
designation and the relative rights, preferences and limitations set forth in
this Article 6.

Section 6.01. 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 Two Million (2,000,000). Such number of shares may be increased
or decreased by resolution of the Board; 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
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.

Section 6.02. Dividends and Distributions.

(a) 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


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Stock with respect to dividends, the holders of shares of Series A Preferred
Stock, in preference to the holders of Common Stock, and of any other junior
stock of the Corporation, shall be entitled to receive, when, as and if declared
by the Board out of funds legally available for the purpose, quarterly dividends
payable in cash on the [second Monday] 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 (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in 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 (ii)
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.

(b) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in Section 6.02(a) 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 $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

(c) 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


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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.

Section 6.03. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

(a) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the shareholders 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.

(b) Except as otherwise provided herein, in any other Preferred
Stock Amendment creating a series of Preferred Stock or any similar stock, 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 shareholders of the Corporation.

(c) 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.

Section 6.04. Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section
6.02 are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not

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declared, on shares of Series A Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:

(i) 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;

(ii) 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 dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then
entitled;

(iii) 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

(iv) 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 preferences of the respective series
and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under Section
6.04(a)(iii), purchase or otherwise acquire such shares at such time and in such
manner.

Section 6.05. 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 in these
Articles, or in any Preferred Stock Amendment creating a series of Preferred
Stock or any similar stock or as otherwise required by law.


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Section 6.06. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (a) 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 $100 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 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (b) 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
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 (a) 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.

Section 6.07. 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 100 times the aggregate amount of stock,
securities, cash and/or 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.

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Section 6.08. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.

Section 6.09. 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.

Section 6.10. Amendment. These Articles 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 7

DIRECTORS, BY-LAWS AND ARTICLES OF INCORPORATION

Section 7.01 Number of Directors. The number of Directors of the
Corporation shall be fixed from time to time by the Board pursuant to a
resolution adopted by a majority of the whole Board, provided that such number
shall not be less than three (3). A director need not be a Shareholder. The
election of directors need not be by ballot unless the By-Laws so require.

Section 7.02 Classified Board.

(a) The Directors, other than those who may be elected by the
holders of any series of Preferred Stock or any other series or class of stock,
as provided herein or in any Preferred Stock Amendment, shall be divided, with
respect to the time for which they severally hold office, into three classes,
each class being (and shall be) as nearly equal as possible. One class of
Directors shall be initially elected for a term expiring at the annual meeting
of Shareholders to be held in 2001, another class shall be initially elected for
a term expiring at the annual meeting of Shareholders to be held in 2002, and
another class shall be initially elected for a term expiring at the annual
meeting of Shareholders to be held in 2003. Members of each class shall hold
office until their successors are duly elected and qualified. At each annual
meeting of Shareholders commencing with the 2001 annual meeting, Directors
elected to succeed those Directors whose terms then expire shall be elected for
a term of office to expire at the third succeeding annual meeting of
Shareholders after their election, with each Director to hold office until his
or her successor shall have been duly elected and qualified.

(b) Subject to the rights of the holders of any series of
Preferred Stock, and unless the Board otherwise determines, newly created
directorships resulting from any increase in the authorized number of Directors
or any vacancies on the Board resulting from death, resignation, retirement,
disqualification, removal from office or


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other cause may be filled only by a majority vote of the Directors then in
office, though less than a quorum, and Directors so chosen shall hold office for
a term expiring at the annual meeting of Shareholders at which the term of
office of the class to which they have been elected expires and until such
Director's successor shall have been duly elected and qualified. No decrease in
the number of authorized Directors constituting the whole Board shall shorten
the term of any incumbent Director.

Section 7.03 By-Laws. The power to make, alter, amend or repeal the
By-Laws of the Corporation shall be vested exclusively in the Board, and
Shareholders shall have no power to make, alter, amend or repeal the By-Laws.

Section 7.04 Removal for Cause. Subject to the rights of the holders of
any series of Preferred Stock or any other series or class of Shares, as
provided in these Articles or in any Preferred Stock Amendment, to elect
additional directors under specific circumstances, no Director of the
Corporation shall be removed from his office as a Director by vote or other
action of Shareholders or otherwise except for cause and in no event without the
affirmative vote of 80 percent of the voting power of the Shares of the
Corporation then entitled to vote at an election of Directors (the "Voting
Shares"), voting together as a single class.

Section 7.05 Articles of Incorporation. From time to time any of the
provisions of these Articles may be amended, altered or repealed, and other
provisions authorized by the statutes of the State of Indiana at the time in
force may be added or inserted in the manner at the time prescribed by said
statutes, and all rights at any time conferred upon the Shareholders of the
Corporation by its Articles of Incorporation are granted subject to the
provisions of this Section 7.05. Notwithstanding anything contained in these
Articles to the contrary, neither this Article 7 nor Article 9 may be amended or
repealed, and no provision inconsistent with this Article 7 or Article 9 may be
adopted, except by the affirmative vote of the holders of 80 percent of the
voting power of the Voting Shares, voting together as a single class.

ARTICLE 8

PROVISIONS FOR REGULATIONS OF BUSINESS
AND CONDUCT OF AFFAIRS OF CORPORATION

Section 8.01. Meetings of Shareholders. Meetings of the Shareholders
shall be held at such place, within or without the State of Indiana, as may be
provided in the By-Laws or in the respective notices, or waivers of notice,
thereof. In the absence of any such provision, all Shareholders' meetings shall
be held at the principal office of the Corporation. Special meetings of the
Shareholders for any purpose or purposes shall be called only by the Board
pursuant to a resolution adopted by a majority of the total number of Directors
which the Corporation would have if there were no vacancies.

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Section 8.02. Action by Directors. Meetings of the Board or any committee
of the Board (a "Committee") shall be held at such place, within or without the
State of Indiana, as may be specified in the By-Laws or in the respective
notices, or waivers of notice, thereof and shall be conducted in such manner as
may be specified in the By-Laws or permitted by the Act. Any action required or
permitted to be taken at any meeting of the Board or a Committee may be taken
without a meeting if a consent in writing setting forth the action so taken is
signed by all members of the Board or such Committee, and such written consent
is filed with the minutes of the proceedings of the Board or such Committee.

Section 8.03. Board Committees. Unless the By-Laws otherwise provide, the
Board may, by resolution adopted by a majority of the whole Board of Directors,
designate from among its members one or more Committees, each of which shall, to
the extent provided in the resolution or By-Laws and not prohibited by the Act
and other applicable laws, have and exercise all of the authority of the Board
in the management of the Corporation.

Section 8.04. Places of Keeping of Corporate Records. The Corporation
shall keep at its principal office a copy of (i) these Articles, and all
amendments thereto currently in effect; (ii) the By-Laws, and all amendments
thereto currently in effect; (iii) minutes of all meetings of the Shareholders
("Shareholders Minutes") for the prior three years; (iv) all written
communications by the Corporation to the Shareholders, including the financial
statements furnished by the Corporation to the Shareholders for the prior three
years; (v) a list of the names and business addresses of the current Directors
and the current officers of the Corporation ("Officers"); and (vi) the most
recent Annual Report of the Corporation as filed with the Secretary of State of
Indiana. The Corporation shall also keep and maintain at its principal office,
or at such other place or places within or without the State of Indiana as may
be provided, from time to time, in the By-Laws, (i) minutes of all meetings of
the Board and of each Committee, and records of all actions taken by the Board
and by each Committee without a meeting; (ii) appropriate accounting records of
the Corporation; (iii) a record of the Shareholders in a form that permits
preparation of a list of the names and addresses of all the Shareholders, in
alphabetical order by class of Shares, stating the number and class of Shares
held by each Shareholder; and (iv) Shareholders Minutes for periods preceding
the prior three years. All of the records of the Corporation described in this
Section 8.04 (collectively, the "Corporate Records") shall be maintained in
written form or in another form capable of conversion into written form within a
reasonable time.

Section 8.05. Limitation of Liability of Directors, Officers and Others.

(a) No Director, member of any Committee, member of another
committee appointed by the Board (an "Appointed Committee"), Officer, employee
or agent of the Corporation (collectively, "Corporate Person") shall be liable
for any loss or damage suffered on account of any action taken or omitted to be
taken by him if, in taking or omitting to take any action causing such loss or
damage, either (i) such


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Corporate Person acted (A) in good faith, (B) with the care an ordinarily
prudent person in a like position would have exercised under similar
circumstances, and (C) in a manner such Corporate Person reasonably believed was
in the best interests of the Corporation, or (ii) such Corporate Person's breach
of or failure to act in accordance with the standards of conduct set forth in
clause (i) above (the "Standards of Conduct") did not constitute willful
misconduct or recklessness.

(b) Any Corporate Person shall be fully protected, and shall be
deemed to have complied with the Standards of Conduct, in relying in good faith,
with respect to any information contained therein, upon (i) the Corporate
Records, or (ii) information, opinions, reports or statements (including
financial statements and other financial data) prepared or presented by (A) one
or more other Corporate Persons whom such Corporate Person reasonably believes
to be competent in the matters presented, (B) legal counsel, public accountants
or other persons as to matters that such Corporate Person reasonably believes
are within such person's professional or expert competence, (C) a Committee or
an Appointed Committee, of which such Corporate Person is not a member, if such
Corporate Person reasonably believes such Committee or Appointed Committee
merits confidence, or (D) the Board, if such Corporate Person is not a Director
and reasonably believes that the Board merits confidence.

(c) No repeal or modification of this Section 8.05, directly or
by adoption of an inconsistent provision of these Articles, by the Shareholders
of the Corporation shall be effective with respect to any cause of action, suit,
claim or other matter that, but for this Section 8.05, would accrue or arise
prior to such repeal or modification.

Section 8.06. Indemnification of Directors, Officers and Others. To the
extent permitted by the Act and the By-Laws, the Corporation shall:

(a) indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil or criminal, administrative or investigative, formal
or informal (an "Action"), by reason of the fact that he is or was a Corporate
Person, or is or was serving at the request of the Corporation as a director,
officer, employee, agent, partner, trustee or member or in another authorized
capacity (collectively, an "Authorized Capacity") of or for another corporation,
unincorporated association, business trust, estate, partnership, trust, joint
venture, individual or other legal entity, whether or not organized or formed
for profit (collectively, "Another Entity"), against expenses (including
attorneys' fees) ("Expenses") and judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
Action;

(b) pay, in advance of the final disposition of an Action, the
Expenses reasonably incurred in defending such action by a person who may be
entitled to indemnification by the Corporation; and

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(c) purchase and maintain insurance on behalf of any person who
is or was a Corporate Person, or is or was serving at the request of the
Corporation in an Authorized Capacity of or for Another Entity, against any
liability asserted against and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability.

The indemnification and advance of Expenses authorized by this Section 8.06
shall (i) not be deemed exclusive of any other rights to which a person may be
entitled under any law, any resolution of the Board or the Shareholders, any
other authorization, whenever adopted, after notice, by a majority vote of all
then outstanding Shares entitled to vote generally in the election of Directors,
or the articles of incorporation, code of by-laws or other governing documents,
or any resolution of or other authorization by the directors, shareholders,
partners, trustees, members, owners or governing body, of Another Entity; (ii)
inure to the benefit of the heirs, executors and administrators of such person;
and (iii) shall continue as to any such person who has ceased to be a Corporate
Person or to be serving in an Authorized Capacity of or for Another Entity.

Section 8.07. Compensation of Directors. The Board is hereby specifically
authorized, in and by the By-Laws, or by resolution duly adopted by the Board,
to make provision for reasonable compensation to its members for their services
as Directors, and to fix the basis and conditions upon which such compensation
shall be paid. Any Director may also serve the Corporation in any other capacity
and receive compensation therefor in any form.

Section 8.08. Direction of Purposes and Exercise of Powers by Directors.
The Board, subject to any specific limitations or restrictions imposed by the
Act or these Articles, shall direct the carrying out of the purposes and
exercise the powers of the Corporation, without previous authorization or
subsequent approval by the Shareholders.

ARTICLE 9

SHAREHOLDER VOTE REQUIRED FOR
BUSINESS COMBINATIONS

Section 9.01. Higher Vote for Business Combinations. In addition to any
affirmative vote required by law, these Articles or the By-Laws of the
Corporation, and except as otherwise expressly provided in Section 9.02, a
Business Combination shall not be consummated without the affirmative vote of
the holders of at least 80 percent of the Voting Shares, voting together as a
single class. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage or separate class vote
may be specified, by law or in any agreement with any national securities
exchange or otherwise.

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Section 9.02. When Higher Vote Is Not Required. The provisions of Section
9.01 shall not be applicable to a Business Combination if the conditions
specified in either of the following paragraphs (a) or (b) are met.

(a) Approval by Continuing Directors. The Business Combination
shall have been approved by at least two-thirds of the Continuing Directors (as
hereinafter defined), whether such approval is made prior to or subsequent to
the date on which the Interested Shareholder (as hereinafter defined) became an
Interested Shareholder (the "Determination Date").

(b) Price and Procedure Requirements. Each of the seven
conditions specified in the following subparagraphs (i) through (vii) shall have
been met:

(i) The aggregate amount of the cash and the Fair Market
Value (as hereinafter defined) as of the date of the consummation of
the Business Combination (the "Consummation Date") of any
consideration other than cash to be received per share by holders of
Common Stock in such Business Combination shall be an amount at
least equal to the higher amount determined under clauses (A) and
(B) below (the requirements of this paragraph (b)(i) shall be
applicable with respect to all shares of Common Stock outstanding,
whether or not the Interested Shareholder has previously acquired
any shares of the Common Stock): (A) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by or on behalf of the Interested Shareholder
for any shares of Common Stock acquired beneficially 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, plus interest
compounded annually from the Determination Date through the
Consummation Date at the prime rate of interest of Morgan Guaranty
Trust Company of New York (or of such other major bank headquartered
in New York City selected by at least two-thirds of the Continuing
Directors) from time to time in effect in New York City, less the
aggregate amount of any cash dividends paid, and the Fair Market
Value of any dividends paid in other than cash, per share of Common
Stock from the Determination Date through the Consummation Date in
an amount up to but not exceeding the amount of such interest
payable per share of Common Stock; and (B) the Fair Market Value per
share of Common Stock on the Announcement Date or on the
Determination Date, whichever is higher.

(ii) The aggregate amount of the cash and the Fair Market
Value as of the Consummation Date of any consideration other than
cash to be received per share by holders of outstanding Shares of
any class or series, other than the Common Stock, in such Business
Combination shall be an amount at least equal to the highest amount
determined under clauses (A), (B) and (C) below (the requirements of
this paragraph (b)(ii) shall be applicable with respect to all
outstanding Shares of every class or series, other than the Common
Stock,


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whether or not the Interested Shareholder has previously acquired any Shares of
a particular class or series):

(A) the highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by or on behalf of
the Interested Shareholder for any Shares of such class or series
acquired beneficially 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, plus interest
compounded annually from the Determination Date through the
Consummation Date at the prime rate of interest of Morgan Guaranty
Trust Company of New York (or of such other major bank headquartered
in New York City selected by at least two-thirds of the Continuing
Directors) from time to time in effect in New York City, less the
aggregate amount of any cash dividends paid, and the Fair Market Value
of any dividends paid in other than cash, per share of such class or
series of Shares from the Determination Date through the Consummation
Date in an amount up to but not exceeding the amount of such interest
payable per share of such class or series of Shares; and

(B) the Fair Market Value per share of such class or series of Shares
on the Announcement Date or on the Determination Date, whichever is
higher; and

(C) the highest preferential amount per share to which the holders of
shares of such class or series of Shares would be entitled in the
event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, regardless of whether
the Business Combination to be consummated constitutes such an event.

(iii) The consideration to be received by holders of a particular
class or series of outstanding Shares (including Common Stock) shall be in cash
or in the same form as previously has been paid by or on behalf of the
Interested Shareholder in its direct or indirect acquisition of beneficial
ownership of Shares of such class or series. If the consideration so paid for
Shares of any class or series varied as to form, the form of consideration for
such class or series of Shares shall be either cash or the form used to acquire
beneficial ownership of the largest number of Shares of such class or series
previously acquired by the Interested Shareholder.

(iv) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business Combination, such
Interested Shareholder shall not have become the beneficial owner of any
additional Shares except as part of the transaction that results in such
Interested Shareholder becoming an Interested Shareholder and except in a
transaction that,


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after giving effect thereto, would not result in any increase in the
Interested Shareholder's percentage beneficial ownership of any class
or series of Shares; and, except as approved by at least two-thirds of
the Continuing Directors: (A) there shall have been no failure to
declare and pay at the regular date therefor any full quarterly
dividends (whether or not cumulative) payable in accordance with the
terms of any outstanding Shares; (B) there shall have been no
reduction in the annual rate of dividends paid on the Common Stock
(except as necessary to reflect any stock split, stock dividend or
subdivision of the Common Stock); and (C) there shall have been an
increase in the annual rate of dividends paid on the Common Stock as
necessary to reflect any reclassification (including any reverse stock
split), recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding shares of
Common Stock.

(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 the Corporation), 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 complying with the requirements of 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 to all Shareholders of the Corporation at
least 30 days prior to the consummation of such Business Combination
(whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions). The proxy or
information statement shall contain on the first page thereof, in a
prominent place, any statement as to the advisability of the Business
Combination that the Continuing Directors, or any of them, may choose
to make and, if deemed advisable by at least two-thirds of the
Continuing Directors, the opinion of an investment banking firm
selected for and on behalf of the Corporation by at least two-thirds
of the Continuing Directors as to the fairness of the terms of the
Business Combination from a financial point of view to the holders of
the outstanding Shares other than the Interested Shareholder and its
Affiliates or Associates (as hereinafter defined).

(vii) Such Interested Shareholder shall not have made any
material change in the Corporation's business or equity capital
structure without the approval of at least two-thirds of the
Continuing Directors.

Any Business Combination to which Section 9.01 shall not apply by
reason of this Section 9.02 shall require only such affirmative vote
as is required by law, any other provision of these Articles, the
By-Laws of the Corporation or any agreement with any national
securities exchange.

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Section 9.03. Certain Definitions. For the purposes of this
Article 9:

(a) A "Business Combination" shall mean:

(i) any merger or consolidation of the Corporation or
any Subsidiary (as hereinafter defined) 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 or Associate of an Interested
Shareholder; or

(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
or Associate of any Interested Shareholder involving any assets or
securities of the Corporation, any Subsidiary or any Interested
Shareholder or any Affiliate or Associate of any Interested
Shareholder having an aggregate Fair Market Value of $25,000,000 or
more; or

(iii) 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 or Associate of
any Interested Shareholder; or

(iv) 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) that has the
effect, directly or indirectly, of increasing the proportionate
share of any class or series of Shares, or any securities
convertible into Shares or into equity securities of any Subsidiary,
that is beneficially owned by any Interested Shareholder or any
Affiliate or Associate of any Interested Shareholder; or

(v) any agreement, contract, arrangement or other
understanding providing for any one or more of the actions specified
in clauses (i) through (iv) above.

(b) A "person" shall mean any individual, firm, corporation or
other entity and shall include any group composed of any person and any other
person with whom such person or any Affiliate or Associate of such person has
any agreement, arrangement or understanding, directly or indirectly, for the
purpose of acquiring, holding, voting or disposing of Shares.

(c) "Interested Shareholder" shall mean any person (other than
the Corporation or any Subsidiary and other than any profit-sharing, employee
stock ownership or other employee benefit plan of the Corporation, any
Subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such capacity) who or which:

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(i) is the beneficial owner of Voting Shares having 10
percent or more of the votes entitled to be cast by the holders of
all then outstanding shares of Voting Shares; or

(ii) is an Affiliate or Associate of the Corporation and at
any time within the two-year period immediately prior to the date
in question was the beneficial owner of Voting Shares having 10
percent or more of the votes entitled to be cast by the holders of
all then outstanding shares of Voting Shares; or

(iii) is an assignee of or has otherwise succeeded to any
shares of Voting Shares which were at any time within the two-year
period immediately prior to the date in question beneficially
owned by any Interested Shareholder, if such assignment or
succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the
meaning of the Securities Act of 1933.

(d) A person shall be a "beneficial owner" of any Shares:

(i) which such person or any Affiliate or Associate of
such person beneficially owns, directly or indirectly; or

(ii) which such person or any Affiliate or Associate of
such person has, directly or indirectly, (A) the right to acquire
(whether such right is exercisable immediately or only after the
passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (B) the right to
vote pursuant to any agreement, arrangement or understanding; or

(iii) which are beneficially owned, directly or indirectly,
by any other person with which such person or any Affiliate or
Associate of such person has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of any Shares.

(e) For the purposes of determining whether a person is an
Interested Shareholder pursuant to Section 9.03(c), the number of Shares deemed
to be outstanding shall include shares deemed owned by the Interested
Shareholder through application of Section 9.03(d) but shall not include any
other Shares that may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.

(f) "Affiliate" and "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 [ ], 2000
(the term "registrant" in such Rule 12b-2 meaning in this case the Corporation).

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(g) "Subsidiary" means any corporation of which a majority of
any class of equity security is beneficially owned by the Corporation; provided,
however, that for the purposes of the definition of Interested Shareholder set
forth in Section 9.03(c), the term "Subsidiary" shall mean only a corporation of
which a majority of each class of equity security is beneficially owned by the
Corporation.

(h) "Continuing Director" means any member of the Board who is
not an Affiliate or Associate or representative of the Interested Shareholder
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 not an Affiliate or Associate or representative of the Interested Shareholder
and is recommended or elected to succeed a Continuing Director by at least
two-thirds of the Continuing Directors then members of the Board.

(i) "Fair Market Value" means: (i) in the case of cash, the
amount of such cash; (ii) 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 New York Stock Exchange-Listed Stocks,
or, if such stock is not quoted on the Composite Tape, on 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 immediately preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations System or
any system then in use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock as determined in good
faith by at least two-thirds of the Continuing Directors; and (iii) in the case
of property other than cash or stock, the fair market value of such property on
the date in question as determined in good faith by at least two-thirds of the
Continuing Directors.

(j) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be received"
as used in paragraphs Section 9.02(b)(i) and (ii) shall include the shares of
Common Stock and/or the shares of any other class or series of Shares retained
by the holders of such shares.

Section 9.04. Powers of Continuing Directors. Any determination as to
compliance with this Article 9, including without limitation (a) whether a
person is an Interested Shareholder, (b) the number of Shares or other
securities beneficially owned by any person, (c) whether a person is an
Affiliate or Associate of another, (d) whether the requirements of Section
9.02(b)(ii) have been met with respect to any Business Combination, and (e)
whether the assets that 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 $25,000,000 or more shall be made only upon action by not less
than two-thirds of the Continuing Directors of the Corporation; and the good
faith


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determination of at least two-thirds of the Continuing Directors on such matters
shall be conclusive and binding for all the purposes of this Article 9.

Section 9.05. No Effect on Fiduciary Obligations. Nothing contained in
this Article 9 shall be construed to relieve the Board or any Interested
Shareholder from any fiduciary obligation imposed by law.

Section 9.06. Amendment, Repeal, etc. Notwithstanding any other provisions
of these Articles or the By-Laws of the Corporation (and notwithstanding the
fact that a lesser percentage or separate class vote may be specified by law,
these Articles or the By-Laws of the Corporation), the affirmative vote of the
holders of at least 80 percent of the voting power of the then outstanding
shares of Voting Shares, voting together as a single class, shall be required to
amend or repeal, or adopt any provisions inconsistent with, this Article 9;
provided, however, that the preceding provisions of this Section 9.06 shall not
apply to any amendment to this Article 9, and such amendment shall require only
such affirmative vote as is required by law and any other provisions of these
Articles or the By-Laws of the Corporation, if such amendment shall have been
approved by at least two-thirds of the members of the Board who are persons who
would be eligible to serve as Continuing Directors.