Exhibit (3)(a)* to Report
                               on Form 10-K for Fiscal
                              Year Ended June 30, 1996
                           by Parker-Hannifin Corporation



                          Amended Articles of Incorporation.



              *Numbered in accordance with Item 601 of Regulation S-K.



  AMENDED ARTICLES OF INCORPORATION OF PARKER-HANNIFIN CORPORATION

FIRST. The name of this Corporation is Parker-Hannifin Corporation.

SECOND. The place in the State of Ohio where its principal office is 
located is the City of Cleveland, in Cuyahoga County.

THIRD. The purpose or purposes for which it is formed are:

1. To buy or otherwise acquire, produce, manufacture, assemble, repair,
or otherwise process, and to sell, lease, or otherwise dispose of, and
generally to deal in machinery, equipment, pipe fittings, valves,
mechanical appliances, and parts therefor of every kind and description.

2. To manufacture, compound, refine, fabricate, prepare, process,
convert, or otherwise turn substances of every kind and description into
compounds, combinations, forms, and products of any kind which can be
developed or made therefrom.

3. To undertake, conduct, assist, promote, and participate in every kind
of chemical, industrial, manufacturing, mercantile, or mining 
enterprise, business, undertaking, venture, or operation in any state,
territory, dependency, or colony of the United States, or its insular 
possessions, or in the District of Columbia, or in any foreign country.

4. To acquire by purchase or otherwise and to own, hold, improve,
develop, maintain, use, lease, sell, convey, transfer, mortgage,
guarantee, pledge, exchange, or otherwise deal in or dispose of real and 
personal property, tangible or intangible, including minerals of all 
kinds, of any character whatsoever, including, but not by way of
limitation, letters patent, patent rights, copyrights, licenses, and
franchises, and any or all interests of rights therein.

5. To purchase, apply for, register, obtain, or otherwise acquire, and 
to hold, own, use, operate, develop, and introduce, and to sell, lease, 
assign, pledge, or in any manner dispose of, and in any manner to deal 
with and contract with reference to applications for letters patent, 
patents, patent rights, patented processes, designs, and similar rights, 
copyrights, trademarks, trade names, and similar rights granted by the 
United States or any other government or country, or any interest 
therein, or any inventions, and to acquire, own, use, or in any manner
dispose of any and all inventions, improvements, and processes, labels, 
designs, marks, brands, or other rights, and to work, operate, or 
develop the same.

6. To acquire by purchase, subscription, or otherwise, and to own, hold, 
invest in, sell, negotiate, assign, exchange, dispose of, transfer, 
pledge, hypothecate, mortgage, guarantee, deal in, lend, or borrow money 
upon all forms and kinds of securities, shares of stock, scrip, bonds, 
coupons, debentures, mortgages, notes, commercial paper, trust 
certificates, land trust certificates, certificates of interest, 
certificates of deposit, certificates of indebtedness, bills receivable, 
accounts receivable, contracts, obligations, investments, warrants,

                                    - 1 -

and interim receipts and certificates issued or created by, or claims 
against, any person, firm, corporation, joint stock company, trust, or
association, public or private, wherever or however organized or 
created, or any nation, state, municipality, or political subdivision 
thereof, and to issue in exchange therefor, in any manner permitted by
law, shares of the capital stock, bonds, or other obligations of this 
Corporation; and, while the holder or owner of any such securities or 
property, to possess and exercise in respect thereof any and all rights, 
powers, and privileges of ownership, including all voting, consenting, 
or other rights in or in respect thereof.

7. To promote, carry on, or participate with others in the organization, 
merger, consolidation, financing, liquidation, realization, or 
reorganization of corporations, partnerships, or associations engaged in 
any lawful business enterprise; to become interested in or participate 
with others in any subscription, underwriting, or syndicate; and to 
enter into contracts, whether alone or with others, for the purchase, 
issuance, and sale of any securities, property, or rights.

8. To make, enter into, perform and carry out any arrangements, 
contracts, and/or agreements of every kind, for any lawful purpose, 
without limit as to amount or otherwise, with any corporation, 
association, partnership, firm, trustee, syndicate, individual, and/or 
any political or governmental division or subdivision, domestic or
foreign; to obtain therefrom or otherwise to acquire by purchase, lease, 
assignment, or otherwise any powers, rights, privileges, immunities, 
franchises, guaranties, grants, and concessions; to hold, own, exercise, 
exploit, dispose of, and realize upon the same; and to undertake, 
conduct, operate, or participate in any business dependent thereon.

9. To borrow or acquire, in any manner permitted by law, money for any 
of the purposes of this Corporation, with or without security, and to 
mortgage, pledge, hypothecate, encumber in any manner, and/or place in 
the hands of trustees, as security for the payment of money borrowed or 
in fulfillment of any obligation of this Corporation, any or all 
property and assets which this Corporation may own or acquire; to draw, 
make, accept, endorse, discount and have discounted, execute, issue, and 
deal in every lawful manner in promissory notes, bills of exchange, 
debentures, bonds, warrants, scrip, drafts, and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to secure the 
payment of any thereof, together with interest thereon, by pledge,
mortgage, conveyance, or assignment of the whole or any part of the
property and assets of this Corporation, whether at the time owned or 
thereafter acquired.

10. To lend money on time or call and with or without collateral 
security, and to give credit to individuals, firms, corporations, 
associations, or co-partnerships, and to municipalities, states, nations 
or any political subdivisions thereof, and to realize upon any property 
taken by the Corporation as collateral security for any loans.


11. To cause or allow the legal title and/or estate, right, or interest
in any property, whether real, personal, or mixed, owned, acquired,

                                    - 2 -

controlled, or operated by the Corporation, to remain or to be vested or 
registered in the name of or operated by any person, firm, association,
or corporation, domestic or foreign, formed or to be formed, either upon 
trust for or as agents or nominees of this Corporation or upon any other 
proper terms or conditions which the Board of Directors may consider for 
the benefit of the Corporation.

12. To purchase its own shares in accordance with the provisions of the 
Ohio General Corporation Law, by action of its Board of Directors, and 
without action by its shareholders, such purchases to be made either in 
the open market or at public or private sale, in such manner and 
amounts, from such holder or holders of outstanding shares of the 
Corporation, and at such prices as the Board of Directors shall from 
time to time determine.

13. To have one or more offices or plants, to carry on and conduct all 
or any part of its operations and business, without restriction or
limitation as to amount, both within and without the State of Ohio; and 
this Corporation may qualify under the laws of, be domiciled in, and 
conduct any or all of its business in any city, state, commonwealth,
district, territory, or colony of the United States, and in any or all
foreign countries.

14. To do any one or more of the acts and things expressed in this 
Article THIRD either as principal or as agent or representative for any 
other person, firm, association, corporation, municipality, county, 
state, body politic, government, or dependency thereof.

15. In general to do any and all things herein set forth and, in 
addition, such other acts and things as are incident or conducive to the 
attainment of the purposes of this Corporation, or any of them, to the 
same extent that natural persons lawfully might or could do in any part 
of the world, insofar as such acts and things are not inconsistent with 
the provisions of the laws of the State of Ohio.

The objects and purposes specified in the foregoing clauses of this 
Article THIRD shall be construed both as objects and powers, and shall, 
except where otherwise expressed, be in no wise limited or restricted by 
reference to, or inference from, the terms of any other clause in this 
Article THIRD or elsewhere in these Amended Articles of Incorporation, 
but the objects and purposes specified in each of the foregoing clauses 
of this Article THIRD shall be regarded as independent objects and 
purposes and shall not be held to limit or restrict in any way the
general powers of the Corporation to do any act permitted by the laws of 
the State of Ohio.


FOURTH. The authorized number of shares of the Corporation is 
303,000,000 consisting of 3,000,000 shares of Serial Preferred Stock of 
the par value of $.50 per share (hereinafter called "Serial Preferred 
Stock") and 300,000,000 Common Shares of the par value of $.50 per share 
(hereinafter called "Common Shares").

                                    - 3 -


The shares of each class shall have the following express terms:

DIVISION A

EXPRESS TERMS OF THE SERIAL PREFERRED STOCK

1. The Serial Preferred Stock may be issued from time to time in series. 
All shares of Serial Preferred Stock of any one series shall be 
identical with each other in all respects, except as to the date from 
which dividends thereon shall be cumulative.  All shares of Serial
Preferred Stock shall rank equally and shall be identical, except in 
respect of the matters that may be fixed by the Board of Directors as 
hereinafter provided. Subject to the provisions of sections 2 to 8, both 
inclusive, of this Division A, which provisions shall apply to all 
shares of Serial Preferred Stock, the Board of Directors is hereby 
authorized to cause such shares of Serial Preferred Stock to be issued 
in one or more series and with respect to each such series prior to the 
issuance thereof to fix:

(a) The designation of the series, which may be by distinguishing 
number, letter or title.

(b) The number of shares of the series, which number the Board of 
Directors may increase or decrease, except where otherwise provided in 
the creation of the series.

(c) The dividend rate of the series.

(d) The dates at which dividends, if declared, shall be payable, and the 
dates from which dividends shall be cumulative.

(e) The liquidation price of the series.

(f) The redemption rights and price or prices, if any, for shares of the 
series.

(g) The terms and amount of any sinking fund provided for the purchase 
or redemption of shares of the series.

(h) Whether the shares of the series shall be convertible into Common 
Shares, and, if so, the conversion price or prices and the adjustments 
thereof, if any, and all other terms and conditions upon which such
conversion may be made.

(i) Restrictions (in addition to those set forth in sections 6 (b) and 
6 (c) of this Division A) on the issuance of shares of the same series 
or of any other class or series.

The Board of Directors is authorized to adopt from time to time 
amendments to the Articles of Incorporation of the Corporation fixing, 
with respect to each such series, the matters specified in clauses 
(a) to (i) both inclusive of this section 1.

                                    - 4 -

2. The holders of Serial Preferred Stock of each series, in preference 
to the holders of Common Shares and any other class of shares ranking 
junior to the Serial Preferred Stock, shall be entitled to receive out 
of any funds legally available and when and as declared by the Board of 
Directors cash dividends at the rate (and no more) for such series fixed 
in accordance with the provisions of section 1 of this Division A, 
payable quarterly on the dates fixed for such series. Such dividends 
shall be cumulative, in the case of shares of each particular series, 
from and after the date or dates fixed with respect to such series. No 
dividends may be paid upon or declared and set apart for any of the 
Serial Preferred Stock for any quarterly dividend period unless at the 
same time a like proportionate dividend for the same quarterly dividend 
period, ratably in proportion to the respective annual dividend rates
fixed therefor, shall be paid upon or declared or set apart for all 
Serial Preferred Stock of all series then outstanding and entitled to 
receive such dividend.

3. So long as any Serial Preferred Stock is outstanding, no dividend, 
except a dividend payable in Common Shares or any other shares of the 
Corporation ranking junior to the Serial Preferred Stock, shall be paid 
or declared or any distribution be made except as aforesaid on the 
Common Shares or any other shares of the Corporation ranking junior to 
the Serial Preferred Stock, nor shall any Common Shares or any other 
shares of the Corporation ranking junior to the Serial Preferred Stock 
be purchased, retired or otherwise acquired by the Corporation (except 
out of the proceeds of the sale of Common Shares or any other shares of 
the Corporation ranking junior to the Serial Preferred Stock received by 
the Corporation subsequent to June 30, 1967):

(a) Unless all accrued and unpaid dividends on the Serial Preferred 
Stock, including the full dividends for the current quarterly dividend 
period, shall have been declared and paid or a sum sufficient for 
payment thereof set apart; and

(b) Unless there shall be no default with respect to the redemption of 
Serial Preferred Stock of any series from, and no default with respect 
to any required payment into, any sinking fund provided for shares of 
such series in accordance with the provisions of section 1 of this 
Division A.

4. (a) Subject to the express terms of each series and to the provisions 
of section 6(b) (iii) of this Division A, the Corporation (i) may from 
time to time redeem all or any part of the Serial Preferred Stock of any 
series at the time outstanding at the option of the Board of Directors 
at the applicable redemption price for such series fixed in accordance 
with the provisions of section 1 of this Division A, or (ii) shall from 
time to time make such redemptions of the Serial Preferred Stock as may 
be required to fulfill the requirements of any sinking fund
provided for shares of such series at the applicable sinking fund 
redemption price fixed in accordance with the provisions of section 1 of 
this Division A, together in each case with accrued and unpaid dividends 


                                    - 5 -

to the redemption date.

(b) Notice of every such redemption shall be mailed, by first class 
mail, postage prepaid, to the holders of record of the Serial Preferred 
Stock to be redeemed at their respective addresses then appearing on the
books of the Corporation, not less than 30 nor more than 60 days prior 
to the date fixed for such redemption. At any time before or after 
notice has been given as above provided, the Corporation may deposit the 
aggregate redemption price of the shares of Serial Preferred Stock to be 
redeemed, together with accrued and unpaid dividends thereon to the 
redemption date, with any bank or trust company in Cleveland, Ohio, or 
New York, New York, having capital and surplus of more than $5,000,000, 
named in such notice, directed to be paid to the respective holders of 
the shares of Serial Preferred Stock so to be redeemed, in amounts equal 
to the redemption price of all shares of Serial Preferred Stock so to be 
redeemed, together with accrued and unpaid dividends thereon to the 
redemption date, on surrender of the stock certificate or certificates 
held by such holders, and upon the giving of such notice and the making 
of such deposit such holders shall cease to be shareholders with respect 
to such shares, and after such notice shall have been given and such 
deposit shall have been made such holders shall have no interest in or
claim against the Corporation with respect to such shares except only to 
receive such money from such bank or trust company without interest or 
the right to exercise, before the redemption date, any unexpired rights 
of conversion. In case less than all of the outstanding shares of Serial 
Preferred Stock are to be redeemed, the Corporation shall select by 
lot the shares so to be redeemed in such manner as shall be prescribed 
by its Board of Directors.

If the holders of shares of Serial Preferred Stock which shall have been 
called for redemption shall not, within six years after such deposit, 
claim the amount deposited for the redemption thereof, any such bank or 
trust company shall, upon demand, pay over to the Corporation such 
unclaimed amounts and thereupon such bank or trust company and the 
Corporation shall be relieved of all responsibility in respect thereof 
and to such holders.

(c) Any shares of Serial Preferred Stock which are redeemed by the 
Corporation pursuant to the provisions of this section 4 of this 
Division A and any shares of Serial Preferred Stock which are purchased 
and delivered in satisfaction of any sinking fund requirements provided 
for shares of such series and any shares of Serial Preferred Stock which 
are converted in accordance with their express terms shall be cancelled 
and not reissued.  Any shares of Serial Preferred Stock otherwise 
acquired by the Corporation shall be restored to the status of
authorized and unissued shares of Serial Preferred Stock without serial 
designation.

5. (a) The holders of Serial Preferred Stock of any series shall, in
case of liquidation, dissolution or winding up of the Corporation, be 
entitled to receive in full out of the assets of the Corporation, 

                                    - 6 -

including its capital, before any amount shall be paid or distributed 
among the holders of Common Shares or any other shares ranking junior
to the Serial Preferred Stock, the amounts fixed with respect to shares 
of such series in accordance with Section 1 of this Division A, plus in 
any such event an amount equal to all dividends accrued and unpaid 
thereon to the date of payment of the amount due pursuant to such 
liquidation, dissolution or winding up of the Corporation. In case
the net assets of the Corporation legally available therefor are 
insufficient to permit the payment upon all outstanding shares of Serial 
Preferred Stock of the full preferential amount to which they are 
respectively entitled, then such net assets shall be distributed ratably 
upon outstanding shares of Serial Preferred Stock in proportion to the 
full preferential amount to which each such share is entitled.

After payment to holders of Serial Preferred Stock of the full 
preferential amounts as aforesaid, holders of Serial Preferred Stock as 
such shall have no right or claim to any of the remaining assets of the 
Corporation.

(b) The merger or consolidation of the Corporation into or with any 
other corporation, or the merger of any other corporation into it, or 
the sale, lease, or conveyance of all or substantially all of the 
property or business of the Corporation, shall not be deemed to be a 
dissolution, liquidation or winding up of the Corporation for the
purposes of this Section 5 of this Division A.

6. (a) The holders of Serial Preferred Stock shall be entitled to one 
vote for each share of such stock upon all matters presented to 
shareholders; and, except as otherwise provided herein or required by 
law, the holders of Serial Preferred Stock and the holders of Common 
Shares shall vote together as one class on all matters.

If, and so often as, the Corporation shall be in default in the payment 
of the equivalent of six quarterly dividends (whether or not 
consecutive) on any series of Serial Preferred Stock at the time 
outstanding, whether or not earned or declared, the holders of Serial 
Preferred Stock of all series voting separately as a class and in 
addition to all other rights to vote for Directors shall be entitled to 
elect, as herein provided, two members of the Board of Directors of the 
Corporation; provided, however, that the holders of shares of Serial 
Preferred Stock shall not have or exercise such special class voting 
rights except at meetings of the shareholders for the election of
Directors at which the holders of not less than a majority of the
outstanding shares of Serial Preferred Stock of all series are present 
in person or by proxy; and provided further that the special class 
voting rights provided for herein when the same shall have become vested 
shall remain so vested until all accrued and unpaid dividends on
the Serial Preferred Stock of all series then outstanding shall have 
been paid, whereupon the holders of Serial Preferred Stock shall be 
divested of their special class voting rights in respect of subsequent 
elections of Directors, subject to the revesting of such special class 
voting rights in the event herein above specified in this section 6 (a).

In the event of default entitling the holders of Serial Preferred Stock 

                                    - 7 -

to elect two Directors as above specified, a special meeting of the 
shareholders for the purpose of electing such Directors shall be called 
by the Secretary of the Corporation upon written request of, or may be 
called by, the holders of record of at least 10% of the shares of Serial 
Preferred Stock of all series at the time outstanding, and notice 
thereof shall be given in the same manner as that required for the 
annual meeting of shareholders; provided, however, that the Corporation 
shall not be required to call such special meeting if the annual meeting 
of shareholders shall be held within 90 days after the date of receipt 
of the foregoing written request from the holders of Serial Preferred 
Stock. At any meeting at which the holders of Serial Preferred Stock 
shall be entitled to elect Directors, the holders of not less than a 
majority of the outstanding shares of Serial Preferred Stock of all 
series, present in person or by proxy, shall be sufficient to constitute 
a quorum, and the vote of the holders of a majority of such shares so 
present at any such meeting at which there shall be a quorum shall be
sufficient to elect the members of the Board of Directors which the 
holders of Serial Preferred Stock are entitled to elect as herein before 
provided.

The two Directors who may be elected by the holders of Serial Preferred 
Stock pursuant to the foregoing provision shall be in addition to any 
other Directors then in office or proposed to be elected otherwise than
pursuant to such provisions, and nothing in such provisions shall 
prevent any change otherwise permitted in the total number of Directors 
of the Corporation or require the resignation of any Director elected 
otherwise than pursuant to such provisions.

(b) The vote or consent of the holders of at least two-thirds of the 
then outstanding shares of Serial Preferred Stock, given in person or by 
proxy, either in writing or at a meeting called for the purpose at which 
the holders of Serial Preferred Stock shall vote separately as a class, 
shall be necessary to effect any one or more of the following (but so 
far as the holders of Serial Preferred Stock are concerned, such action 
may be effected with such vote or consent):

(i) Any amendment, alteration or repeal of any of the provisions of the 
Articles of Incorporation or of the Code of Regulations of the 
Corporation which affects adversely the voting powers, rights or 
preferences of the holders of Serial Preferred Stock; provided, however, 
that for the purpose of this clause (i) only, neither the amendment of 
the Articles of Incorporation of the Corporation to authorize, or to 
increase the authorized or outstanding number of shares of, Serial 
Preferred Stock or of any shares of any class ranking on a parity
with or junior to the Serial Preferred Stock, nor the increase by the 
shareholders pursuant to the Code of Regulations of the number of 
Directors of the Corporation shall be deemed to affect adversely the 
voting powers, rights or preferences of the holders of Serial Preferred 
Stock; and provided further, that if such amendment, alteration or 
repeal affects adversely the rights or preferences of one or more but 
not all then outstanding series of Serial Preferred Stock, only the vote 
or consent of the holders of at least two-thirds of the number of the 
then outstanding shares of the series so affected shall be required;

                                    - 8 -

(ii) The authorization of, or the increase in the authorized number of, 
any shares of any class ranking prior to the Serial Preferred Stock; or

(iii) The purchase or redemption (whether for sinking fund purposes or 
otherwise) of less than all the then outstanding shares of Serial 
Preferred Stock except in accordance with a purchase offer made to all
holders of record of Serial Preferred Stock, unless all dividends on all 
Serial Preferred Stock then outstanding for all previous quarterly 
dividend periods shall have been declared and paid or funds therefor
set apart and all accrued sinking fund obligations applicable to all 
Serial Preferred Stock shall have been complied with.

(c) The vote or consent of the holders of at least a majority of the 
then outstanding shares of Serial Preferred Stock, given in person or by 
proxy, either in writing or at a meeting called for the purpose at which 
the holders of Serial Preferred Stock shall vote separately as a class, 
shall be necessary (but so far as the holders of Serial Preferred Stock 
are concerned such action may be effected with such vote or consent) to 
authorize any shares ranking on a parity with the Serial Preferred Stock 
or an increase in the authorized number of shares of Serial Preferred 
Stock.

7. No holder of Serial Preferred Stock of any series shall be entitled 
as such as a matter of right to subscribe for or purchase any part of 
any issue of shares of the Corporation, of any class whatsoever, or any 
part of any issue of securities convertible into shares of the 
Corporation, of any class whatsoever, and whether issued for cash,
property, services, or otherwise.

8. For the purposes of this Division A:

(a) Whenever reference is made to shares "ranking prior to the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends or as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 
Corporation are given preference over the rights of the holders of 
Serial Preferred Stock.

(b) Whenever reference is made to shares "on a parity with the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends or as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 
Corporation on an equality with the rights of the holders of Serial 
Preferred Stock.

(c) Whenever reference is made to shares "ranking junior to the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends and as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 

                                    - 9 -

Corporation are junior or subordinate to the rights of the holders of 
Serial Preferred Stock.

DIVISION B

EXPRESS TERMS OF COMMON SHARES

1. The Common Shares shall be subject to the express terms of the Serial 
Preferred Stock and any series thereof.  Each Common Share shall be 
equal to every other Common Share.  The holders of Common Shares shall 
be entitled to one vote for each share held by them upon all matters 
presented to the shareholders.

2. No holder of Common Shares shall be entitled as such as a matter of 
right to subscribe for or purchase any part of any issue of shares of 
the Corporation, of any class whatsoever, or any part of any issue of 
securities convertible into shares of the Corporation, of any class 
whatsoever, and whether issued for cash, property, services or 
otherwise.

FIFTH.

A. A Business Combination (as hereinafter defined) shall be authorized 
and approved by the affirmative vote of the holders of not less than 
eighty percent (80%) of the outstanding shares of the Corporation 
entitled to vote generally in elections of Directors; provided, however, 
that the eighty percent (80%) voting requirement shall not be applicable
if:

1. The Board of Directors of the Corporation by affirmative vote, which 
shall include not less than a majority of the entire number of 
Continuing Directors (as hereinafter defined), (a) has approved in 
advance the acquisition of those outstanding shares of the Corporation 
which caused the Interested Party (as hereinafter defined) to become
an Interested Party or (b) has approved the Business Combination; or

2. The Business Combination is a merger or consolidation and the cash or 
Fair Market Value of other consideration to be received per share by 
holders of the Common Shares and, if outstanding, the Serial Preferred 
Stock of the Corporation in said merger or consolidation is not less 
than an amount equal to (a) the highest of (i) the highest per share 
price, including commissions, paid by the Interested Party for any 
shares of the same class or series during the two-year period ending on 
the date of the most recent purchase by the Interested Party of any such 
shares, (ii) the highest sales price reported for shares of the same class or 
series traded on a national securities exchange or in the over-the-
counter market during the two-year period preceding the first public 
announcement of the proposed Business Combination, or (iii) in the case 
of the Serial Preferred Stock, the amount of the per share liquidation 
preference, plus (b) interest compounded annually from the date on which 
the Interested Party became an Interested Party through the date of the 
Business Combination (the "Interest Period") at the average discount 
interest rate on six-month U.S. Treasury Bills, as published each week, 
less (c) the aggregate amount of any cash dividends paid on the shares 
of the same class or series during the Interest Period, in an amount up 

                                    - 10 -

to but not exceeding the amount of interest so payable per share under 
clause (b) hereof.

B. For purposes of this Article Fifth:

1. The term "Business Combination" shall mean (a) any merger or 
consolidation of the Corporation or a subsidiary of the Corporation with 
or into an Interested Party, (b) any merger or consolidation of an 
Interested Party with or into the Corporation or a subsidiary, (c) any 
sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) in which an Interested 
Party is involved, of any of the assets either of the Corporation 
(including without limitation any voting securities of a subsidiary) or 
of a subsidiary having a Fair Market Value in excess of $20,000,000, 
(d) the adoption of any plan or proposal for the liquidation or 
dissolution of the Corporation proposed by or on behalf of any 
Interested Party, (e) the issuance or transfer (in one transaction or a 
series of transactions) by the Corporation or a subsidiary of the 
Corporation to an Interested Party of any securities of the Corporation 
or such subsidiary, which securities have a Fair Market Value of 
$20,000,000 or more, or (f) any recapitalization, reclassification, 
merger or consolidation involving the Corporation or a subsidiary of the
Corporation that would have the effect of increasing, directly or 
indirectly, the Interested Party's voting power in the Corporation or 
such subsidiary.

2. The term "Interested Party" shall mean and include (a) any 
individual, corporation, partnership, trust or other person or entity 
which, together with its "affiliates" and "associates" (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 September 24, 1984)
is or, with respect to a Business Combination, was within two years 
prior thereto a beneficial owner of shares aggregating twenty percent 
(20%) or more of the aggregate voting power of any class of capital 
stock of the Corporation entitled to vote generally in the election of 
Directors, and (b) any affiliate or associate of any such individual,
corporation, partnership, trust or other person or entity. For the 
purposes of determining whether a person is an Interested Party, the 
number of shares deemed to be outstanding shall include shares which the 
Interested Party or any of its affiliates or associates has the right to 
acquire (whether immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon 
exercise of conversion rights, warrants, or options, or otherwise, but 
shall not include any other shares which may be issuable to any other 
person.

3. The term "Continuing Director" shall mean a director who is not an 
affiliate of an Interested Party and who was a member of the Board of 
Directors of the Corporation immediately prior to the time that the 
Interested Party involved in a Business Combination became an Interested 
Party, and any successor to a Continuing Director who is not such an 
affiliate and who is nominated to succeed a Continuing Director by a 
majority of the Continuing Directors in office at the time of such 
nomination.


                                    - 11 -

4. "Fair Market Value" shall mean the fair market value of the property 
in question as determined by a majority of the Continuing Directors in 
good faith.

C. The provisions of this Article Fifth shall be construed liberally to 
the end that the consideration paid to holders whose shares are acquired 
by an Interested Party in connection with a merger or consolidation 
shall not be less favorable than that paid to holders of such shares 
prior to such merger or consolidation. Nothing contained in this
Article Fifth shall be construed to relieve any Interested Party from 
any fiduciary duties or obligations imposed by law.

D. Notwithstanding any other provision of the Amended Articles of 
Incorporation or the Regulations of the Corporation and notwithstanding 
the fact that a lesser percentage may be specified by law, these Amended 
Articles or the Regulations of the Corporation, the affirmative vote of 
the holders of not less than eighty percent (80%) of the then 
outstanding shares shall be required to amend, alter, change or repeal, 
or adopt any provisions inconsistent with, this Article Fifth; provided, 
however, that this paragraph D shall not apply to, and the eighty 
percent (80%) vote shall not be required for, any amendment, alteration, 
change or repeal recommended to the shareholders by the Board of 
Directors of the Corporation if the recommendation has been approved by 
at least two-thirds of the Continuing Directors.

SIXTH. These Amended Articles of Incorporation supersede the existing Articles
of Incorporation of the Corporation


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