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                                                                     EXHIBIT 3.3


                           CERTIFICATE OF DESIGNATION
                                       OF
                            SERIES B PREFERRED STOCK
                                       OF
                             FIRSTMERIT CORPORATION


         John R. Cochran, Chairman of the Board and Chief Executive Officer, and
Terry E. Patton, Secretary of FirstMerit Corporation, an Ohio corporation with
its principal office in Akron, Ohio (the "Corporation") do hereby certify that
they are respectively the Chief Executive Officer and Secretary of the
Corporation and that on January 21, 1999, at a meeting of the Board of Directors
at which a quorum was present, the Board, by majority vote of the Directors
present, authorized, adopted and approved the following resolution to amend the
Articles of Incorporation of the Corporation pursuant to the authority of
Section 1701.70(B)(l) of the Ohio Revised Code and Article Fourth of the
Corporation's Articles of Incorporation:

         RESOLVED, that pursuant to the authority conferred upon the Board of
Directors of the Corporation (hereinafter called the "Board of Directors" or the
"Board") by Article Fourth of the Amended and Restated Articles of Incorporation
("Articles"), and pursuant to Section 1701.70 of the Ohio Revised Code, the
Board of Directors hereby amends the Articles to create a series of preferred
stock, no par value, to be designated as the 6 1/2% Cumulative Convertible
Preferred Stock Series B, no par value, initially consisting of 500,000 shares,
and to the extent that the designations, powers, preferences and relative and
special rights and qualifications, limitations and restrictions of the Series B
Preferred Stock are not stated and expressed in the Articles, does hereby fix
and state such designations, powers, preferences and relative and other special
rights and the qualifications, limitations and restrictions thereof as set forth
herein; and

         RESOLVED, that the Articles be and they hereby are amended by

(1) adding the following language to the first sentence of Article FOURTH Part
C, Section 5:

         "Except as provided in Part B or D of these Amended and Restated 
Articles of Incorporation"

and (2) adding at the end of Part C of Article FOURTH thereof a new Part D
reading as follows:

         PART D. 6 1/2% Cumulative Convertible Preferred Stock Series B, no par 
         value.

         SECTION 1. DESIGNATION AND AMOUNT.

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         Of the 7,000,000 shares of authorized no par value preferred stock,
500,000 shares are hereby designated as a series entitled "6 1/2% Cumulative
Convertible Preferred Stock, Series B" (hereinafter called "Series B Preferred
Stock"). The number of shares of Series B Preferred Stock may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series B 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 B Preferred Stock.

         SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

         (a) DIVIDEND PAYMENT. The holders of Series B Preferred Stock, in
preference to the holders of Common Stock and of any other class of shares
ranking junior to the Series B Preferred Stock, shall be entitled to receive out
of any funds legally available for Series B Preferred Stock and when and as
declared by the Board of Directors, dividends in cash at the annual rate of 6
1/2% of the liquidation preference of $25.00 per share, payable in accordance
with this Section 2.

         (b) DIVIDEND PAYMENT DATES. Dividends on Series B Preferred Stock shall
be payable, if declared, quarterly on March 1, June 1, September 1, and December
1 of each year, the first quarterly dividend being payable, if declared, on
March 1, 1999. The dividends payable for each full quarterly dividend period on
each share of Series B Preferred Stock shall be $.40625.

         Dividends for a dividend period on the Series B Preferred Stock, or for
any period shorter or longer than a full dividend period on the Series B
Preferred Stock shall be computed on the basis of 30-day months and a 360-day
year. The aggregate dividend payable quarterly to each holder of Series B
Preferred Stock shall be rounded to the nearest one cent with $.005 being
rounded upward. Each dividend shall be payable to the holders of record on such
record date, not less than 15 nor more than 30 days preceding the payment date
thereof, as shall be fixed from time to time by the Corporation's Board of
Directors.

         (c) CUMULATIVE DIVIDENDS. Dividends on Series B Preferred Stock shall
be cumulative as follows:

         (1) With respect to shares included in the issue of Series B Preferred
         Stock and preferred shares issued any time thereafter up to and
         including the record date for the payment of the first dividend on the
         issue of Series B Preferred Stock, dividends shall be cumulative from
         the date of the issue of Series B Preferred Stock; and

         (2) With respect to preferred shares issued any time after the
         aforesaid record date for payment of the first dividend on the issue of
         Series B Preferred Stock, dividends shall be cumulative from the
         dividend payment date next preceding the date of issue of such shares,
         except that if such shares are issued during the period commencing the
         day after the record date for the payment of a dividend on Series B
         Preferred Stock and ending on the payment date of that dividend,
         dividends with respect to such shares shall be cumulative from that
         dividend payment date.

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         SECTION 3. REDEMPTION.

         (a) GENERAL. The Series B Preferred Stock may not be redeemed prior to
June 24, 1999. Subject to the provisions of Section 5(b)(iii) of this Part, on
and after June 24, 1999, the shares of Series B Preferred Stock may be redeemed,
in whole or in part, at the election of the Corporation, upon notice as provided
in this Section 3, by resolution of its Board of Directors, at any time or from
time to time, at a redemption price of $25.00 per share, plus, in each case, an
amount equal to all accumulated, accrued, and unpaid dividends through the date
fixed for redemption.

         (b) NOTICE. Notice of every redemption shall be mailed, postage
prepaid, to the holders of record of the Series B Preferred Stock to be redeemed
at their respective addresses then appearing on the books of the Corporation,
not less than 30 days nor more than 60 days prior to the date fixed for such
redemption. At any time after notice as provided above has been deposited in the
mail, the Corporation may deposit the aggregate redemption price for the Series
B Preferred Stock to be redeemed, together with accrued and unpaid dividends
thereon to the redemption date, with any bank or trust company having capital
and surplus of not less than $100,000,000 named in such notice and direct that
there be paid to the respective holders of the Series B Preferred Stock so to be
redeemed amounts equal to the redemption price of the Series B Preferred Stock
so to be redeemed, together with such accrued and unpaid dividends thereon, on
surrender of the share certificate or certificates held by such holders; and
upon the deposit of such notice in the mail and the making of such deposit of
money with such bank or trust company, such holders shall cease to be
shareholders with respect to such shares; and from and after the time such
notice shall have been so deposited and such deposit of money shall have been so
made, such holders shall have no rights or claim against the Corporation with
respect to such shares, except only the right to receive such money from such
bank or trust company without interest or to exercise before the redemption date
any unexpired privileges of conversion. In the event less than all of the
outstanding shares of Series B 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 the Board of Directors.

         (c) UNCLAIMED FUNDS. If the holders of the Series B Preferred Stock
which 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.

         (d) STATUS OF REDEEMED STOCK. Any Series B Preferred Stock which is (a)
redeemed by the Corporation pursuant to the provisions of this Section, (b)
converted in accordance with Section 4 hereof, or (c) otherwise acquired by the
Corporation, shall resume the status of authorized but unissued Series B
Preferred Stock.

         SECTION 4. CONVERSION.

         Shares of the Series B Preferred Stock shall be convertible into Common
Stock on the following terms and conditions:



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         (a) CONVERSION RIGHT. Subject to and upon compliance with the
provisions of this Section, the holder of any shares of Series B Preferred Stock
may at such holder's option, at any time or from time to time, convert any such
shares into the number of fully paid and non-assessable shares of Common Stock
determined by dividing (i) the product of $25.00 and the number of shares of
Series B Preferred Stock to be converted by (ii) the conversion price (the
"Conversion Price") in effect on the conversion date. The initial Conversion
Price shall be $9.0123, subject to adjustment as set forth in paragraph (d) of
this Section 4. If any shares of Series B Preferred Stock shall be called for
redemption, the right to convert such shares shall terminate and expire at the
close of business on the redemption date.

         (b) DIVIDEND UPON CONVERSION OR REDEMPTION. No payment or adjustment
shall be made by the Corporation to any holder of shares of Series B Preferred
Stock surrendered for conversion or redemption in respect of dividends accrued
since the last preceding dividend payment date on the shares of Series B
Preferred Stock surrendered for conversion; provided, however, that if shares of
Series B Preferred Stock shall be converted or redeemed subsequent to any record
date with respect to any dividend payment date and prior to the next such
succeeding dividend payment date, the dividend falling due on such dividend
payment date shall be payable on such dividend payment date notwithstanding such
conversion or redemption, and such dividend (whether or not punctually paid or
duly provided for) shall be paid to the person in whose name such shares are
registered at the close of business on such record date.

         (c) METHOD OF CONVERSION.

                           (i) The surrender of any shares of Series B Preferred
                  Stock for conversion shall be made by the holder thereof by
                  delivering the certificate or certificates evidencing
                  ownership of such shares with proper endorsement or
                  instruments of transfer to the Corporation at the office or
                  agency to be maintained by the Corporation for that purpose,
                  and such holder shall give written notice to the Corporation
                  at said office or agency that he elects to convert such shares
                  of Series B Preferred Stock in accordance with the provisions
                  thereof and of this Section. Such notice shall also state the
                  number of whole shares of Series B Preferred Stock and the
                  name or names (with addresses) in which the certificate or
                  certificates evidencing ownership of Common Stock which shall
                  be issuable on such conversion shall be issued. In the case of
                  lost or destroyed certificates evidencing ownership of shares
                  of Series B Preferred Stock to be surrendered for conversion,
                  the holder shall submit proof of loss or destruction and such
                  indemnity as shall be required by the Corporation.

                           (ii) Subject to the provisions hereof, every such
                  notice of election to convert shall constitute a contract
                  between the holder of such shares of Series B Preferred Stock
                  and the Corporation, whereby such holder shall be deemed to
                  subscribe for the amount of 



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                  the Common Stock which he will be entitled to receive upon
                  such conversion and, in payment and satisfaction of such
                  subscription, to surrender such shares of Series B Preferred
                  Stock and to release the Corporation from all obligations
                  thereon (subject to the payment of accrued dividends in
                  accordance herewith), and whereby the Corporation shall be
                  deemed to agree that the surrender of such shares of Series B
                  Preferred Stock and the extinguishment of its obligation
                  thereon (except as aforesaid), shall constitute full payment
                  for the Common Stock so subscribed for and to be issued upon
                  such conversion.

                           (iii) As soon as practicable after its receipt of
                  such notice and the certificate or certificates evidencing
                  ownership of such shares of Series B Preferred Stock, the
                  Corporation shall issue and shall deliver at said office or
                  agency to the person for whose account such shares of Series B
                  Preferred Stock were so surrendered, or on his or her written
                  order, a certificate or certificates for the number of such
                  shares of common stock into which the Series B Preferred Stock
                  surrendered is to be converted and a check or cash payment (if
                  any) to which such holder is entitled with respect to
                  fractional shares as determined by the Corporation, in
                  accordance with Section 4(e) hereof, at the close of business
                  on the date of conversion.

                           (iv) Such conversion shall be deemed to have been
                  effected on the date on which the Corporation shall have
                  received such notice and the certificate or certificates for
                  such shares of Series B Preferred Stock; and the person or
                  persons in whose name or names any certificate or certificates
                  for Common Stock shall be issuable upon such conversion shall
                  be deemed to have become on said date the holder or holders of
                  record of the shares represented thereby; provided that any
                  such surrender on any date when the stock transfer books of
                  the Corporation shall be closed shall become effective for all
                  purposes on the next succeeding day on which such stock
                  transfer books are open, but such conversion shall be at the
                  Conversion Price in effect on the date upon which such
                  surrender occurs.

         (d) ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price shall be
subject to adjustments from time to time as follows:

                  (i) In case the corporation shall at any time (A) declare a
                  dividend on the Common Stock in shares of its capital stock,
                  (B) subdivide its outstanding Common Stock, (C) combine the
                  outstanding Common Stock into a smaller number of shares, or
                  (D) issue any shares of its capital stock by reclassification
                  of the Common Stock (including any such reclassification in
                  connection with a consolidation or merger in which the
                  Corporation is the surviving corporation), the Conversion
                  Price in effect on the record date for such dividend or on the
                  effective date of such subdivision, combination or
                  reclassification shall be proportionately adjusted so that the
                  holder of any Series B Preferred Stock converted after such
                  time shall be entitled to receive 



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                  the aggregate number and kind of shares which, if such Series
                  B Preferred Stock had been converted immediately prior to such
                  time, the holder would have owned upon such conversion and
                  been entitled to receive by virtue of such dividend,
                  subdivision, combination or reclassification. Such adjustment
                  shall be made successively whenever any event listed above
                  shall occur.

                  (ii) In case the Corporation shall issue rights or warrants to
                  all holders of its Common Stock (which rights or warrants are
                  not available on an equivalent basis to holders of the Series
                  B Preferred Stock on conversion) entitling them to subscribe
                  for or purchase Common Stock at a price per share less than
                  the current market price per share (as defined in subparagraph
                  (iv) of this paragraph (d), at the record date for the
                  determination of stockholders entitled to receive such rights
                  or warrants, the Conversion Price shall be adjusted (subject
                  to the limitations contained in subparagraph (vii) of this
                  paragraph (d)) by multiplying the Conversion Price in effect
                  immediately prior to such record date by a fraction, the
                  denominator of which shall be the number of shares of Common
                  Stock outstanding on such date of issue plus the number of
                  additional shares of Common Stock to be offered for
                  subscription or purchase pursuant to the rights or warrants
                  and the numerator of which shall be the number of shares of
                  Common Stock outstanding on the date of issue plus the number
                  of shares of Common Stock which the aggregate offering price
                  of the total number of shares of Common Stock so to be offered
                  would purchase at such current market price. Such adjustment
                  shall become effective at the close of business on such record
                  date; however, to the extent that Common Stock is not
                  delivered after the expiration of such rights or warrants, the
                  Conversion Price shall be readjusted (but only with respect to
                  Series B Preferred Stock converted after such expiration) to
                  the Conversion Price which would then be in effect had the
                  adjustments made upon the issuance of such rights or warrants
                  been made upon the basis of delivery of only the number of
                  shares of Common Stock actually issued.

                  (iii) In case the Corporation shall distribute to all holders
                  of Common Stock (including any such distribution made in
                  connection with a consolidation or merger in which the
                  Corporation is the surviving corporation) evidences of its
                  indebtedness or assets (including securities but excluding
                  cash dividends or distributions paid out of retained earnings
                  and dividends payable in Common Stock) or subscription rights
                  or warrants (excluding those referred to in subparagraph (ii)
                  of this paragraph (d), the Conversion Price shall be adjusted
                  (subject to the limitations contained in subparagraph (vii) of
                  this paragraph (d)) by multiplying the Conversion Price in
                  effect immediately prior to the record date for determination
                  of stockholders entitled to receive such distribution by a
                  fraction, the denominator of which shall be the current market
                  price per share of Common Stock (as defined in subparagraph
                  (iv) of this paragraph (d)) on such record date and the
                  numerator of which shall be such current market price per
                  share of Common Stock, less the fair market value (as
                  determined by the Board of Directors, whose determination
                  shall be conclusive) of the portion of the evidences of
                  indebtedness or assets or subscription rights or warrants so
                  to be distributed which are applicable to one share of Common
                  Stock. Such adjustment shall become effective at the close of
                  business on such record date.

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                  (iv) For the purpose of any computation under subparagraphs
                  (ii) and (iii) of this paragraph (d), the current market price
                  per share of Common Stock on any record date shall be deemed
                  to be the average of the daily closing prices for the five
                  consecutive business days selected by the Board of Directors
                  commencing not more than 20 trading days before, and ending
                  not later than, the earlier of the day in question and the day
                  before the "ex" date with respect to the issuance or
                  distribution requiring such computation. For this purpose, the
                  term "'ex' date," when used with respect to any issuance or
                  distribution, shall mean the first date on which the Common
                  Stock trades on the applicable exchange or in the applicable
                  market without the right to receive such issuance or
                  distribution. The closing price for each date shall be the
                  reported last sale price or, in case no such reported sale
                  takes place on such day, the average of the reported closing
                  bid and asked prices on the Nasdaq National Market System, or,
                  if the Common Stock is not listed or admitted to trading on
                  any national securities exchange or quoted on such National
                  Market System, the average of the closing bid and asked prices
                  in the over-the-counter market as furnished by any New York
                  Stock Exchange member firm selected from time to time by the
                  Board for that purpose.

                  (v) In the case of any consolidation of the Corporation with,
                  or merger of the Corporation into, any other entity, any
                  merger of another entity into the Corporation (other than a
                  merger which does not result in any reclassification,
                  conversion, exchange or cancellation of outstanding shares of
                  Common Stock of the Corporation) or any sale or transfer of
                  all or substantially all of the assets of the Corporation,
                  each holder of a share of Series B Preferred Stock then
                  outstanding shall have the right thereafter to convert such
                  share only into the kind and amount of securities, cash and
                  other property receivable upon such consolidation, merger,
                  sale or transfer by a holder of the number of shares of Common
                  Stock of the Corporation into which such shares of Series B
                  Preferred Stock might have been converted immediately prior to
                  such consolidation, merger, sale or transfer, assuming such
                  holder of Common Stock of the Corporation is not an entity
                  with which the Corporation consolidated or into which the
                  corporation merged or which merged into the Corporation or to
                  which such sale or transfer was made, as the case may be
                  ("constituent entity"), or an affiliate of a constituent
                  entity, and assuming such holder failed to exercise his rights
                  of election, if any, as to the kind or amount of securities,
                  cash and other property receivable upon such consolidation,
                  merger, sale or transfer (provided that if the kind or amount
                  of securities, cash and other property receivable be upon such
                  consolidation, merger, sale or transfer is not the same for
                  each share of Common Stock of the Corporation held immediately
                  prior to such consolidation, merger, sale or transfer by other
                  than a constituent entity or an affiliate thereof in respect
                  of which such rights of election shall not have been exercised
                  ("non-electing share"), then for the purpose of this
                  subsection (v) the kind and amount of 



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                  securities, cash and other property receivable upon such
                  consolidation, merger, sale or transfer by each non-electing
                  share shall be deemed to be the kind and amount so receivable
                  per share by a plurality of the non-electing shares). If
                  necessary, appropriate adjustment shall be made in the
                  application of the provisions set forth herein with respect to
                  the rights and interests thereafter of the holders of shares
                  of Series B Preferred Stock, to the end that the provisions
                  set forth herein shall thereafter correspondingly be made
                  applicable, as nearly as may reasonably be, in relation to any
                  shares of stock or other securities or property thereafter
                  deliverable on the conversion of the shares. The above
                  provisions shall similarly apply to successive consolidations,
                  mergers, sales or transfers. The Corporation shall not effect
                  any such consolidation, merger or sale, unless prior to or
                  simultaneously with the consummation thereof the successor
                  corporation (if other than the Corporation) resulting from
                  such consolidation or merger or the corporation purchasing
                  such assets or other appropriate corporation or entity shall
                  assume, by written instrument, the obligation to deliver to
                  the holder of each share of Series B Preferred Stock such
                  shares of stock, securities or assets as, in accordance with
                  the foregoing provisions, such holder may be entitled to
                  receive under this Section 4(d).

                  (vi) The corporation may make such adjustments in the
                  Conversion Price, in addition to those required by
                  subparagraphs (i) through (v) of this Section 4(d), as it
                  considers to be advisable in order that any event treated for
                  federal income tax purposes as a dividend of stock or stock
                  rights shall not be taxable to the recipients.

                  (vii) No adjustment in the Conversion Price will be made for
                  the issuance of shares of capital stock to employees pursuant
                  to the Corporation or any of its subsidiaries' stock option,
                  stock ownership or other benefit plans. No adjustment will be
                  required to be made in the Conversion Price until cumulative
                  adjustments require an adjustment of at least 1% of such
                  Conversion Price.

         (e) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of any shares of Series B
Preferred Stock, but the holder thereof will receive in cash an amount equal to
the value of such fractional share of Common Stock based on the current market
price (as defined in subparagraph (iv) of Section 4(d)). If more than one share
of Series B Preferred Stock shall be surrendered for conversion at one time by
the same holder, the number of full shares issuable upon conversion thereof
shall be computed on the basis of the aggregate number of such shares so
surrendered.

         (f) PAYMENT OF TAXES. The Corporation shall pay any tax in respect of
the issue of stock certificates on conversion of shares of Series B Preferred
Stock. The Corporation shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of
stock in any name other than that of the holder of the shares converted, and the
Corporation shall not be required to issue or deliver any such stock certificate
unless and until the



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person or persons requesting the issuance hereof shall have paid the Corporation
the amount of any such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

         (g) COMMON STOCK RESERVED FOR CONVERSION. The Corporation shall at all
times reserve and keep available out of its authorized and unissued Common Stock
or have available in its treasury the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of Series B Preferred
Stock and shall take all such action as may be required from time to time in
order that it may validly and legally issue fully paid and non-assessable shares
of Common Stock upon conversion of the Series B Preferred Stock.

         (h) NOTICE. In the event:

               (i) the Corporation shall declare a dividend (or any other
         distribution) on its Common Stock (other than a cash dividend payable
         out of retained earnings); or

               (ii) the Corporation shall authorize the issuance to holders of
         its Common Stock of rights or warrants to subscribe for or purchase
         Common Stock; or

              (iii) of a reclassification of the Common Stock of the Corporation
         (other than a subdivision or combination of its outstanding Common
         Stock, or a change in par value, or from par value to no par value, or
         from no par value to par value) or of any consolidation or merger to
         which the Corporation is a party or of the sale or transfer of all or
         substantially all of the assets of the Corporation and for which 
         approval of any stockholders of the Corporation is required; or

            (iv) of the voluntary or involuntary dissolution, liquidation or
         winding up of the Corporation:

         then, and in each event, the Corporation shall cause to be mailed to
         each holder of Series B Preferred Stock, at his address as the same
         shall appear on the books of the Corporation, as promptly as possible
         but in any event at least fifteen days prior to the applicable date
         hereinafter specified, (A) the record date for the purpose of such
         dividend, distribution, rights or warrants, and the nature and amount
         of such dividend, distribution, rights or warrants; or (B) the date on
         which such reclassification, consolidation, merger, sale, transfer,
         dissolution, liquidation or winding up is expected to become effective,
         and the date as of which it is expected that holders of Common Stock of
         record shall be entitled to exchange their Common Stock for securities
         or other property deliverable upon such reclassification,
         consolidation, merger, sale, transfer, dissolution, liquidation or
         winding up.

         (h) "COMMON STOCK." For the purposes of Section 4, "Common Stock" shall
mean stock of the Corporation of any class, whether now or hereafter authorized,
which has the right to participate in the distribution of either earnings or
assets of the Corporation without limit as to the amount of percentage,
including, without limitation, the Common Stock. In case by reason of the
operation of Section 4 the shares of Series B Preferred Stock shall be
convertible into any other shares of stock or other securities or property of
the Corporation 



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or of any other corporation, any reference herein to the conversion of shares of
Series B Preferred Stock shall be deemed to refer to and include the conversion
of shares of Series B Preferred Stock into such other shares of stock or other
securities or property.

       SECTION 5. VOTING RIGHTS.

         (a) GENERAL. Except as expressly provided in this Section, or as
otherwise from time to time required by applicable law, the Series B Preferred
Stock shall have no voting rights.

            (i) If, and so often as, the Corporation shall be in default in the
         payment of the equivalent of the full dividends on the Series B
         Preferred Stock, whether or not earned or declared, for six dividend
         payment periods (whether or not consecutive), which in the aggregate
         contain at least 540 days, the holders of the Series B Preferred Stock,
         voting separately as a class, shall be entitled to elect, as herein
         provided, two additional members of the Board of Directors of the
         Corporation; provided however, that the holders of the Series B
         Preferred Stock shall not have or exercise such special class voting
         rights except at meetings of such shareholders for the election of
         directors at which the holders of not less than one-third of the
         outstanding Series B Preferred Stock then outstanding are present in
         person or by proxy; and provided further that the special class voting
         rights provided for in this paragraph when the same shall have become
         vested shall remain so vested until all accrued and unpaid dividends on
         the Series B Preferred Stock shall have been paid, whereupon the
         holders of the Series B 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 above specified in this paragraph.

            (ii) In the event of default entitling the holders of Series B
         Preferred Stock to elect two additional directors as specified in
         paragraph (i) of this Section, a special meeting of such holders 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 25% of the shares of the Series B
         Preferred Stock, 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 called
         to be held within 90 days after the date of receipt of the foregoing
         written request from the holders of the Series B Preferred Stock. At
         any meeting at which the holders of the Series B Preferred Stock shall
         be entitled to elect directors, the holders of one-third of the shares
         of the Series B Preferred Stock, present in person or by proxy, shall
         be sufficient to constitute a quorum, and the vote of the holders of a
         plurality of such shares so present at any such meeting at which there
         shall be such a quorum shall be sufficient to elect the members of the
         Board of Directors which the holders of Series B Preferred Stock are
         entitled to elect as herein provided. Notwithstanding any provision of
         these Articles of Incorporation or the Code of Regulations of the
         Corporation or any action taken by the holders of any class of shares
         fixing the number of directors of the Corporation, the two directors
         who may be elected by the holders of the Series B Preferred Stock
         pursuant to this Section shall serve in addition to any other directors
         then in office or proposed to be elected otherwise than pursuant to
         this Section. Nothing in this Section shall prevent any 



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         change otherwise permitted in the total number of directors of the
         Corporation or require the resignation of any director elected
         otherwise than pursuant to this Section. Notwithstanding any
         classification of the other directors of the Corporation, the two
         directors elected by the holders of the Series B Preferred Stock shall
         be elected annually for terms expiring at the next succeeding annual
         meeting of shareholders, subject to subsection (a) (iii) hereof.

            (iii) Immediately upon any divesting of the special class voting
         rights of the holders of the Series B Preferred Stock in respect of
         elections of directors as provided in this Section, the terms of office
         of all directors then in office elected by such holders shall
         terminate. If the office of any director elected by such holders voting
         as a class becomes vacant by reason of death, resignation, removal from
         office or otherwise, the remaining director elected by such holders
         voting as a class may elect a successor who shall hold office for the
         unexpired term in respect of which such vacancy occurred.

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

            (i) Any amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of the Articles of
         Incorporation or of the Code of Regulations of the Corporation which
         affects materially and adversely the preferences or voting or other
         rights of the holders of the Series B Preferred Stock; provided,
         however, neither the amendment of the Articles of Incorporation so as
         to authorize, create or change the authorized or outstanding number of
         Series B Preferred Stock or of any shares ranking on a parity with or
         junior to the Series B Preferred Stock, nor the amendment of the
         provisions of the Code of Regulations so as to change the number of
         directors of the Corporation, shall be deemed to materially and
         adversely affect the preferences or voting or other rights of the
         holders of Series B Preferred Stock;

           (ii) The authorization, creation or the increase in the authorized
         number of any shares, or any security convertible into shares, in
         either case ranking senior to the Series B Preferred Stock; or

           (iii) The purchase or redemption (for sinking fund purposes or
         otherwise) of less than all of the shares of the Series B Preferred
         Stock then outstanding except in accordance with a stock purchase offer
         made to all holders of record of Series B Preferred Stock, unless all
         dividends on all Series B Preferred Stock then outstanding for all
         previous dividend periods shall have been declared and paid or funds
         therefor set apart. Notwithstanding anything to the contrary herein, an
         amendment which increases the number of authorized shares of any class
         or series of Preferred Stock or the creation or issuance of other
         classes or series of Preferred Stock, in each case ranking on a parity
         with or junior to the Series B Preferred Stock with respect to the
         payment of dividends and distribution of assets upon liquidation,


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         dissolution or winding up, or substitutes the surviving entity in a
         merger or consolidation for the Corporation, shall not be considered to
         be such an adverse change.

SECTION 6.  DEFINITIONS.

         For the purposes of this Part:

         (a) Whenever reference is made to shares "RANKING PRIOR (OR SENIOR) TO
THE SERIES B 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 affairs of the
Corporation are given preference over the rights of the holders of Series B
Preferred Stock;

         (b) Whenever reference is made to shares "ON A PARITY WITH THE SERIES B
PREFERRED SHARES", such reference shall mean and include all other 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 affairs of the
Corporation rank equally (except as to the amounts fixed therefor) with the
rights of the holders of Series B Preferred Stock; and

         (c) Whenever reference is made to shares "RANKING JUNIOR TO THE SERIES
B PREFERRED STOCK," such reference shall mean and include all shares of the
Corporation other than those defined under Subsections (a) and (b) of this
Section.

         PART 7.  LIQUIDATION RIGHTS: PRIORITY.

         In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation, the holders of Series B
Preferred Stock shall be entitled to receive in full out of the assets of the
Corporation, including its capital, before any amount shall be paid or
distributed among the holders of the Common Stock or any other shares ranking
junior to the Series B Preferred Stock, $25.00, plus 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 affairs of the
Corporation.

       In the event the net assets of the Corporation legally available therefor
are insufficient to permit the payment upon all outstanding shares of Series B
Preferred Stock of the full preferential amount to which they are respectively
entitled, then such net assets shall be distributed ratably upon all outstanding
shares of Series B Preferred Stock in proportion to the full preferential amount
to which each such share is entitled. After payment to the holders of Series B
Preferred Stock of the full preferential amounts as aforesaid, the holders of
Series B Preferred Stock, as such, shall have no right or claim to any of the
remaining assets of the Corporation.

     No payment on account of such liquidation, dissolution or winding up of the
affairs of the Corporation shall be made to the holders of any class or series
of stock ranking on a parity with the Series B Preferred Stock in respect of the
distribution of assets, unless there shall likewise be paid at the same time to
the holders of the Series B Preferred Stock like proportionate distributive


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amounts, ratably, in proportion to the full distributive amounts to which they
and the holders of such parity stock are respectively entitled with respect to
such preferential distribution.



                                       /S/ John R. Cochran
                                       ------------------------------------
                                       John R. Cochran,
                                       President and Chief Executive Officer

                                       /S/ Terry E. Patton
                                       ------------------------------------
                                       Terry E. Patton, Secretary




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