







                                    EXHIBIT A

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                        OF THE WEST COMPANY, INCORPORATED

               1.   The name of the Corporation is The West Company,
          Incorporated.

               2.   The location and post office address of the
          Corporation's registered office in Pennsylvania is c/o
          Corporation Service Company, 319 Market Street, Harrisburg,
          PA 17101.

               3.   The Corporation is incorporated under the
          Pennsylvania Business Corporation Law and shall have
          unlimited power to engage in and to do any lawful act
          concerning any or all lawful business, including
          manufacturing, processing, research and development, for
          which corporations may be incorporated under the
          Pennsylvania Business Corporation Law.

               4.   The term for which the Corporation is to exist is
          perpetual.

               5.   Capital Stock.  The aggregate number of shares of
          capital stock which the Corporation shall have authority to
          issue is 53,000,000 shares, consisting of (i) 3,000,000
          shares of Preferred Stock, par value $.25 per share
          ("Preferred Stock") and (ii) 50,000,000 shares of Common
          Stock, par value $.25 per share ("Common Stock").

               The following is a statement of the designations,
          preferences qualifications, limitations, restrictions and
          the special or relative rights granted to or imposed upon
          the shares of each such class:

          Preferred Stock

                    (a)  Issue in Series.  Preferred Stock may be
          issued from time to time in one or more series, each such
          series to have the terms stated herein and in the resolution
          of the board of directors providing for its issue.  All
          shares of any one series of Preferred Stock shall be
          identical, but shares of different series of Preferred Stock
          need not rank equally or be identical except insofar as
          provided by law or hereunder.

                    (b)  Creation of Series.  The board of directors
          shall have authority by resolution to cause to be created
          one or more series of Preferred Stock, and to determine and
          fix with respect to each series, prior to the issuance of
          any shares of the series to which such resolution relates:


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                         (i)  The distinctive designation of the
          series and the number of shares which shall constitute the
          series, which number may be increased or decreased (but not
          below the number of shares then outstanding) from time to
          time by action of the board of directors;

                         (ii) The dividend rate and the times of
          payment of dividends on the shares of the series, whether
          dividends shall be cumulative, and, if so, from what date or
          dates;

                         (iii)     The price or prices at which, and
          the terms and conditions on which, the shares of the series
          may be redeemed at the option of the Corporation;

                         (iv) Whether or not the shares of the series
          shall be entitled to the benefit of a retirement or sinking
          fund to be applied to the purchase or redemption of such
          shares and, if so entitled, the annual amount of such fund
          and the terms and provisions relative to the operation
          thereof;

                         (v)  Whether or not the shares of the series
          shall be convertible into, or exchangeable for, shares of
          any other series of the same or any other class or classes
          of stock of the Corporation, and if so convertible or
          exchangeable, the conversion price or prices, or the rates
          of exchange, and any adjustments thereof, if any, at which
          such conversion or exchange may be made, and any other terms
          and conditions of such conversion or exchange;

                         (vi) The rights of the shares of the series
          in the event of voluntary or involuntary liquidation,
          dissolution or winding up of the Corporation;

                         (vii)     Whether or not the shares of the
          series shall have priority over or parity with or be junior
          to the shares of any other series or class in any respect or
          shall be entitled to the benefit of limitations restricting
          the issuance of shares of any other series or class having
          priority over or being on a parity with the shares of such
          series in any respect, or restricting the payment of
          dividends on, or the making of other distributions in
          respect of shares of any other series or class ranking
          junior to the shares of the series as to dividends or
          assets, or restricting the purchase or redemption of the
          shares of any such junior series or class, and the terms of
          any such restrictions;

                         (viii)         Whether the series shall have
          voting rights, in addition to the voting rights provided by
          law, and, if so, the terms of such voting rights; and

                         (ix)      Any other preferences

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          qualifications, privileges and other relative or special
          rights and limitations of that series.

                    (c)  Dividends.  Holders of Preferred Stock shall
          be entitled to receive, when and as declared by the board of
          directors, out of funds legally available for the payment
          thereof, dividends at the rates fixed by the board of
          directors for the respective series, and no more, before any
          dividends shall be declared and paid, or set apart for
          payment, on Common Stock with respect to the same dividend
          period.

                    (d)  Preference on Liquidation.  In the event of
          the voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation, holders of each series of
          Preferred Stock shall be entitled to receive the amount
          fixed for such series plus, in the case of any series on
          which dividends shall have been determined by the board of
          directors to be cumulative, an amount equal to all dividends
          accumulated and unpaid thereon to the date of final
          distribution whether or not earned or declared.  If the
          assets of the Corporation are not sufficient to pay such
          amounts in full, holders of all shares of Preferred Stock
          shall participate ratably in the distribution of assets in
          proportion to the full amounts to which they are entitled or
          in such order or priority, if any, as shall have been fixed
          in the resolution or resolutions providing for the issuance
          of the series of Preferred Stock.  Neither the merger nor
          consolidation of the Corporation into or with any other
          corporation, nor a sale, transfer or lease of all or part of
          its assets, shall be deemed a liquidation of the Corporation
          within the meaning of this paragraph.

                    (e)  Redemption.  The Corporation at the option of
          the board of directors may redeem all or part of the shares
          of any series of Preferred Stock on the terms and conditions
          fixed for such series.  In case of the redemption of less
          than all outstanding shares of any series of Preferred
          Stock, the shares to be redeemed shall be selected by lot or
          in such other manner as the board of directors determines.

                    (f)  Voting Rights.  Except as otherwise required
          by law or as otherwise provided in any certificate creating
          any series of Preferred Stock, the holders of such of the
          series of Preferred Stock, if any, as shall have been
          granted such power pursuant to any certificate creating any
          series of Preferred Stock shall, together with the holders
          of Common Stock, exclusively possess voting power in the
          election of directors and for all other purposes, and the
          holders of the other series of Preferred Stock shall have no
          voting power and shall not be entitled to any notice of any
          meeting of shareholders.

          Series A Junior Participating Preferred Stock
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                    (a)  Designation and Amount.  There shall be a
          series of Preferred Stock designated as "Series A Junior
          Participating Preferred Stock" and the aggregate number of
          shares constituting such series shall be 50,000.

                    (b)  Dividends and Distributions.

                         (i)  Subject to the prior and superior rights
          of the holders of any shares of any series of Preferred
          Stock ranking prior and superior to the shares of Series A
          Junior Participating Preferred Stock with respect to
          dividends, the holders of shares of Series A Junior
          Participating Preferred Stock shall be entitled to receive,
          when, as and if declared by the board of directors out of
          funds legally available for the purpose, quarterly dividends
          payable in cash on March 31, June 30, September 30 and
          December 31 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
          Junior Participating Preferred Stock, in an amount per share
          (rounded to the nearest cent) equal to the greater of (a)
          $10 or (b) subject to the provision for adjustment
          hereinafter set forth, 1,000 times the aggregate per share
          amount of all cash dividends, and 1,000 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
          Junior Participating Preferred Stock.  In the event the
          Corporation shall at any time after January 16, 1990 (the
          "Rights Declaration Date") (i) declare any dividend on
          Common Stock payable in shares of Common Stock, (ii)
          subdivide the outstanding Common Stock, or (iii) combine the
          outstanding Common Stock into a smaller number of shares,
          then in each such case the amount to which holders of shares
          of Series A Junior Participating Preferred Stock were
          entitled immediately prior to such event under clause (b) of
          the preceding sentence shall be adjusted by multiplying such
          amount by a fraction the numerator of which is the number of
          shares of Common Stock outstanding immediately after such
          event and the denominator of which is the number of shares
          of Common Stock that were outstanding immediately prior to
          such event.

                              (ii)  The Corporation shall declare a
          dividend or distribution on the Series A Junior
          Participating Preferred Stock as provided in paragraph (i)
          above immediately after it declares a dividend or
          distribution on the Common Stock (other than a dividend

   <PAGE>



          payable in shares of Common Stock); provided that, in the
          event no dividend or distribution shall have been declared
          on the Common Stock during the period between any Quarterly
          Dividend Payment Date and the next subsequent Quarterly
          Dividend Payment Date, a dividend of $10 per share on the
          Series A Junior Participating Preferred Stock shall
          nevertheless be payable on such subsequent Quarterly
          Dividend Payment Date.

                              (iii)     Dividends shall begin to
          accrue and be cumulative on outstanding shares of Series A
          Junior Participating Preferred Stock from the Quarterly
          Dividend Payment Date next preceding the date of issue of
          such shares of Series A Junior Participating Preferred
          Stock, 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 Junior Participating 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 Junior participating Preferred Stock entitled to
          receive payment of a dividend or distribution declared
          thereon, which record date shall be no more than 30 days
          prior to the date fixed for the payment thereof.

                    (c)  Voting Rights. The holders of shares of
          Series A Junior Participating Preferred Stock shall have the
          following voting rights:

                         (i)  Subject to the provision for adjustment
          hereinafter set forth, each share of Series A Junior
          Participating Preferred Stock shall entitle the holder
          thereof to 1,000 votes on all matters submitted to a vote of
          the shareholders of the Corporation.  In the event the
          Corporation shall at any time after the Rights Declaration
          Date (a) declare any dividend on Common Stock payable in
          shares of Common Stock, (b) subdivide the outstanding Common
          Stock, or (c) combine the outstanding Common Stock into a
          smaller number of shares, then in each such case the number
          of votes per share to which holders of shares of Series A
          Junior Participating 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.


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                         (ii) Except as otherwise provided herein or
          by law, the holders of shares of Series A Junior
          Participating Preferred Stock and the holders of shares of
          common Stock shall vote together as one class on all matters
          submitted to a vote of shareholders of the Corporation.

                         (iii)     (A)  If at any time dividends on
          any Series A Junior Participating Preferred Stock shall be
          in arrears in an amount equal to six (6) quarterly dividends
          thereon, the occurrence of such contingency shall mark the
          beginning of a period (herein called a "default period")
          which shall extend until such time when all accrued and
          unpaid dividends for all previous quarterly dividend periods
          and for the current quarterly dividend period on all shares
          of Series A Junior Participating Preferred Stock then
          outstanding shall have been declared and paid or set apart
          for payment.  During each default period, all holders of
          Preferred Stock (including holders of the Series A Junior
          Participating Preferred Stock) with dividends in arrears in
          an amount equal to six (6) quarterly dividends thereon,
          voting as a class, irrespective of series, shall have the
          right to elect two (2) directors.

                              (B)  During any default period, such
          voting right of the holders of Series A Junior Participating
          Preferred Stock may be exercised initially at a special
          meeting called pursuant to subparagraph (C) of this
          paragraph (c)(iii) or at any annual meeting of shareholders,
          and thereafter at annual meetings of shareholders, provided
          that neither such voting right nor the right of the holders
          of any other series of Preferred Stock, if any, to increase,
          in certain cases, the authorized number of directors shall
          be exercised unless the holders of ten percent (10)% in
          number of shares of Preferred Stock outstanding shall be
          present in person or by proxy.  The absence of a quorum of
          the holders of Common Stock shall not affect the exercise by
          the holders of Preferred Stock of such voting right.  At any
          meeting at which the holders of Preferred Stock shall
          exercise such voting right initially during an existing
          default period, they shall have the right, voting as a
          class, to elect directors to fill such vacancies, if any, in
          the board of directors as may then exist up to two (2)
          directors or, if such right is exercised at an annual
          meeting, to elect two (2) directors.  If the number which
          may be so elected at any special meeting does not amount to
          the required number, the holders of the Preferred Stock
          shall have the right to make such increase in the number of
          directors as shall be necessary to permit the election by
          them of the required number.  After the holders of the
          Preferred Stock shall have exercised their right to elect
          directors in any default period and during the continuance
          of such period, the number of directors shall not be
          increased or decreased except by vote of the holders of
          Preferred Stock as herein provided or pursuant to the rights


<PAGE>


          of any equity securities ranking senior to or pari passu
          with the Series A Junior Participating Preferred Stock.

                              (C)  Unless the holders of Preferred
          Stock shall, during an existing default period, have
          previously exercised their right to elect directors, the
          board of directors may order, or any shareholder or
          shareholders owning in the aggregate not less than ten
          percent (10%) of the total number of shares of Preferred
          Stock outstanding, irrespective of series, may request, the
          calling of a special meeting of the holders of Preferred
          Stock, which meeting shall thereupon be called by the
          President, a Vice-President or the Secretary of the
          Corporation.  Notice of such meeting and of any annual
          meeting at which holders of Preferred Stock are entitled to
          vote pursuant to this subparagraph (C) shall be given to
          each holder of record of Preferred Stock by mailing a copy
          of such notice to him at his last address as the same
          appears on the books of the Corporation.  Such meeting shall
          be called for a time not earlier than 20 days and not later
          than 60 days after such order or request or in default of
          the calling of such meeting within 60 days after such order
          or request, such meeting may be called on similar notice by
          any shareholder or shareholders owning in the aggregate not
          less than ten percent (10%) of the total number of shares of
          Preferred Stock outstanding.  Notwithstanding the provisions
          of this subparagraph (C), no such special meeting shall be
          called during the period within 60 days immediately
          preceding the date fixed for the next annual meeting of the
          shareholders.

                              (D)  In any default period, the holders
          of Common Stock, and other classes of stock of the
          Corporation if applicable, shall continue to be entitled to
          elect the whole number of directors until the holders of
          Preferred Stock shall have exercised their right to elect
          two (2) directors voting as a class, after the exercise of
          which right (x) the directors so elected by the holders of
          Preferred Stock shall continue in office until their
          successors shall have been elected by such holders or until
          the expiration of the default period, and (y) any vacancy in
          the board of directors may (except as provided in
          subparagraph (B) of this paragraph (c)(iii) be filled by
          vote of a majority of the remaining directors theretofore
          elected by the holders of the class of stock which elected
          the director whose office shall have become vacant. 
          References in this subparagraph (D) to directors elected by
          the holders of a particular class of stock shall include
          directors elected by such directors to fill vacancies as
          provided in clause (y) of the preceding sentence.

                              (E)  Immediately upon the expiration of
          a default period, (x) the right of the holders of Preferred
          Stock as a class to elect directors shall cease, (y) the

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          term of any directors elected by the holders of Preferred
          Stock as a class shall terminate, and (z) the number of
          directors shall be such number as may be provided for in the
          Articles of Incorporation or Bylaws irrespective of any
          increase made pursuant to the provisions of subparagraph (B)
          of this paragraph (c)(iii) (such number being subject,
          however, to change thereafter in any manner provided by law
          or in the Articles of Incorporation or Bylaws).  Any
          vacancies in the board of directors effected by the
          provisions of clauses (y) and (z) in the preceding sentence
          may be filled by a majority of the remaining directors. 

                         (iv) Except as set forth herein, holders of
          Series A Junior participating Preferred Stock shall have no
          special voting rights and their consent shall not be
          required (except to the extend they are entitled to vote
          with holders of Common Stock as set forth herein) for taking
          any corporate action.

                    (d)  Certain Restrictions

                         (i)  Whenever quarterly dividends or other
          dividends or distributions payable on the Series A Junior
          Participating Preferred Stock as provided in paragraph (b)
          are in arrears, thereafter and until all accrued and unpaid
          dividends and distributions, whether or not declared, on
          shares of Series A Junior Participating Preferred Stock
          outstanding shall have been paid in full, the Corporation
          shall not

                              (A)  declare or pay dividends on, make
          any other distributions on, or redeem or purchase or
          otherwise acquire for consideration any shares of stock
          ranking junior (either as to dividends or upon liquidation,
          dissolution or winding up) to the Series A Junior
          Participating Preferred Stock;

                              (B)  declare or pay dividends on or make
          any other distributions on any shares of stock ranking on a
          party (either as to dividends or upon liquidation,
          dissolution or winding up) with the Series A Junior
          Participating Preferred Stock, except dividends paid ratably
          on the Series A Junior Participating 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;

                              (C)  redeem or purchase or otherwise
          acquire for consideration shares of any stock ranking on a
          parity (either as to dividends or upon liquidation,
          dissolution or winding up) with the Series A Junior
          Participating Preferred Stock, provided that the Corporation
          may at any time redeem, purchase or otherwise acquire shares
          of any such parity stock in exchange for shares of any stock
<PAGE>




          of the Corporation ranking junior (either as to dividends or
          upon dissolution, liquidation or winding up) to the Series A
          Junior Participating Preferred Stock; or

                              (D)  purchase or otherwise acquire for
          consideration any shares of Series A Junior Participating
          Preferred Stock, or any shares of stock ranking on a parity
          with the Series A Junior Participating 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.

                         (ii) the Corporation shall not permit any
          subsidiary of the Corporation to purchase or otherwise
          acquire for consideration any shares of stock of the
          Corporation unless the Corporation could, under paragraph
          (d)(i), purchase or otherwise acquire such shares at such
          time and in such manner.

                    (e)  Reacquired Shares.  Any shares of Series A
          Junior Participating 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
          to be created by resolution or resolutions of the board of
          directors, subject to the conditions and restrictions on
          issuance set forth herein.

                    (f)  Liquidation, Dissolution or Winding Up.

                         (i)  Upon any liquidation (voluntary or
          otherwise), dissolution or winding up of the Corporation, no
          distribution shall be made to the holders of shares of stock
          ranking junior (either as to dividends or upon liquidation,
          dissolution or winding up) to the Series A Junior
          Participating Preferred Stock unless, prior thereto, the
          holders of shares of Series A Junior Participating Preferred
          Stock shall have received $10 per share, plus an amount
          equal to accrued and unpaid dividends any distribution
          thereon, whether or not declared, to the date of such
          payment (the "Series A Liquidation Preference").  Following
          the payment of the full amount of the Series A Liquidation
          Preference, no additional distributions shall be made to the
          holders of shares of Series A Junior Participating Preferred
          Stock unless, prior thereto, the holders of shares of Common
          Stock shall have received an amount per share (the "Common
          Adjustment") equal to the quotient obtained by dividing (a)
 <PAGE>




          the Series A Liquidation Preference by (b) 1,000 (as
          appropriately adjusted as set forth in paragraph (iii) below
          to reflect such events as stock splits, stock dividends and
          recapitalizations with respect to the Common Stock) (such
          number in clause (b), the  Adjustment Number ).  Following
          the payment of the full amount of the Series A Liquidation
          Preference and the Common Adjustment in respect of all
          outstanding shares of Series A Junior participating
          Preferred Stock and common Stock, respectively, holders of
          Series A Junior Participating Preferred Stock and holders of
          shares of Common Stock shall receive their ratable and
          proportionate share of the remaining assets to be
          distributed in the ratio of the Adjustment Number to 1 with
          respect to such Preferred Stock and common Stock, on a per
          share basis, respectively.

                         (ii) In the event, however, that there are
          not sufficient assets available to permit payment in full of
          the Series A Liquidation Preference and the liquidation
          preferences of all other series of Preferred Stock, if any,
          which rank on a parity with the Series A Junior
          Participating Preferred Stock, then such remaining assets
          shall be distributed ratably to the holders of such parity
          shares in proportion to their respective liquidation
          preferences.  In the event, however, that there are not
          sufficient assets available to permit payment in full of the
          Common Adjustment, then such remaining assets shall be
          distributed ratably to the holders of Common Stock.

                         (iii)     In the event the Corporation shall
          at any time after the Rights Declaration Date (a) declare
          any dividend on Common Stock payable in shares of Common
          Stock, (b) subdivide the outstanding Common Stock, or (c)
          combine the outstanding common Stock into a smaller number
          of shares, then in each such case the Adjustment Number in
          effect immediately prior to such event shall be adjusted by
          multiplying such Adjustment 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.

                    (g)  Consolidation, Merger, etc.  In case the
          Corporation shall enter into any consolidation, merger,
          combination or other transaction in which the shares of
          Common Stock are exchanged for or changed into other stock
          or securities, cash and/or any other property, then in any
          such case the shares of Series A Junior Participating
          Preferred Stock shall at the same time be similarly
          exchanged or changed in an amount per share (subject to the
          provision for adjustment hereinafter set forth) equal to
          1,000 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

<PAGE>



          changed or exchanged.  In the event the Corporation shall at
          any time after the Rights Declaration Date (i) declare any
          dividend on Common Stock payable in shares of Common Stock,
          (ii) subdivide the outstanding Common Stock, or (iii)
          combine the outstanding Common Stock into a smaller number
          of shares, 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 Junior Participating Preferred
          Stock shall be adjusted by multiplying such amount by a
          fraction the numerator of which is the number of shares of
          Common Stock outstanding immediately after such event and
          the denominator of which is the number of shares of Common
          Stock that were outstanding immediately prior to such event.

                    (h)  No Redemption.  The shares of Series A Junior
          Participating Preferred Stock shall not be redeemable.

                    (i)  Ranking.  The Series A Junior Participating
          Preferred Stock shall rank junior to all other series of
          Preferred Stock as to the payment of dividends and the
          distribution of assets unless the terms of any such series
          shall provide otherwise.

                    (j)  Amendment.     The Articles of Incorporation
          of the Corporation shall not be further amended in any
          manner which would materially alter or change the powers,
          preferences or special rights of the Series A Junior
          Participating Preferred Stock so as to affect them adversely
          without the affirmative vote of the holders of a majority or
          more of the outstanding shares of Series A Junior
          Participating Preferred Stock, voting separately as a class.

                    (k)  Fractional Shares.  Series A Junior
          Participating Preferred Stock may be issued in fractions of
          a share which shall entitle the holder, in proportion to
          such holder's fractional shares, to exercise voting rights,
          receive dividends participate in distributions and to have
          the benefit of all other rights of holders of Series A
          Junior Participating Preferred Stock.

          Common Stock

                    (a)  Dividends.  Holders of Common Stock shall be
          entitled to receive such dividends as may be declared by the
          board of directors, except that the Corporation will not
          declare, pay or set apart for payment any dividend on shares
          of Common Stock (other than dividends payable in Common
          Stock), or directly or indirectly make any distribution on,
          redeem, purchase or otherwise acquire any such shares, if at
          the time of such action the Corporation is in default with
          respect to any dividend due and payable on, or any sinking
          or purchase fund requirement relating to, any shares of
          Preferred Stock.

<PAGE>



                    (b)  Distribution of Assets.  In the event of
          voluntary or involuntary liquidation, dissolution or winding
          up of the Corporation, holders of Common Stock shall be
          entitled to receive pro rata all of the remaining assets of
          the Corporation available for distribution to its
          shareholders after all amounts to which the holders of
          Preferred Stock are entitled have been paid or set aside in
          cash for payment.

                    (c)  Voting Rights.  Except as otherwise required
          by law or provided in any certificate creating any series of
          Preferred Stock, the holders of Common Stock shall have the
          exclusive right to vote in the election of directors and for
          all other purposes, each such holder being entitled to one
          vote for each share thereof held.

               6.   Vote Required for Certain Significant Transactions

                    (a)  Higher Vote for Certain Significant
          Transactions.  In addition to any affirmative vote required
          by law or these Articles of Incorporation, and except as
          otherwise expressly provided in paragraph (b) of this
          Article 6:

                         (i)  any merger or consolidation of the
          Corporation or any Subsidiary (as hereinafter defined) with
          (a) any Related Person (as hereinafter defined), or (b) any
          other corporation (whether or not itself a Related Person)
          which is, or after such merger or consolidation would be, an
          Affiliate (as hereinafter defined) of a Related Person; or

                         (ii) any sale, lease, exchange, mortgage,
          pledge, transfer or other disposition(in one transaction or
          a series of transactions) to or with any Related Person or
          any Affiliate of any Related Person of any assets of the
          Corporation or any Subsidiary having an aggregate Fair
          Market Value (as hereinafter defined) of $1,000,000 or more;
          or

                         (iii)     the issuance or transfer by the
          Corporation or any Subsidiary (in one transaction or a
          series of transactions) of any securities of the Corporation
          or any Subsidiary to any Related Person or any Affiliate of
          any Related Person in exchange for cash, securities or other
          property (or a combination thereof) having an aggregate Fair
          Market Value of $1,000,000 or more; or

                         (iv) the purchase by the Corporation or any
          Subsidiary (in one transaction or a series of transactions
          within a two year period) of any outstanding shares of
          capital stock of the Corporation which entitles the holder
          thereof to vote generally in the election of directors (the
          "Voting Stock") in exchange for cash, securities or other
          property (or a combination thereof) having an aggregate Fair

<PAGE>



          Market Value of $1,000,000 or more; or

                         (v)  the adoption of any plan or proposal for
          the liquidation or dissolution of the Corporation proposed
          by or on behalf of a Related Person or any Affiliate of any
          Related Person; or

                         (vi) 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 a Related Person) which has the effect, directly
          or indirectly, of increasing the proportionate share of the
          outstanding shares of any class of equity or convertible
          securities of the Corporation or any Subsidiary which is
          directly or indirectly owned by any Related Person or any
          Affiliate of any Related Person;

          shall require the affirmative vote of the holders of at
          least 80% of the voting power of the then-outstanding shares
          of voting Stock, voting together as a single class.  (For
          purposes of this Article 6, each share of the Voting Stock
          shall have the number of votes granted to it pursuant to
          Article 5 of these Articles of Incorporation).  Such
          affirmative vote shall be required notwithstanding the fact
          that no vote may be required, or that a lesser percentage
          may be specified, by law or in any agreement with any
          national securities exchange or otherwise.

               The term  Significant Transaction  as used in this
          Article 6 shall mean any transaction which is referred to in
          any one or more of paragraphs (i) through (vi) of paragraph
          (a) of this Article 6.

                    (b)  When Higher Vote is Not Required.  The
          provisions of paragraph (a) of this Article 6 shall not be
          applicable to any particular Significant Transaction, and
          such Significant Transaction shall require only such action
          as is required by law, the Bylaws of the Corporation, and
          any other provision of these Articles of Incorporation, if
          all of the conditions specified in either of the following
          paragraphs (i) and (ii) are met:

                         (i)  The Significant Transaction shall have
          been approved by a majority of the continuing Directors (as
          hereinafter defined) or

                         (ii) All of the following conditions shall
          have been met:

                              (A)  The aggregate amount of the cash
          and the Fair Market Value as of the date of the consummation
          of the Significant Transaction of consideration other than

<PAGE>

          cash to be received per share by holders of Common Stock in
          such Significant Transaction shall be at least equal to the
          highest of the following:

                                   (1)  the highest per share price
          (including any brokerage commissions, transfer taxes and
          soliciting dealers' fees) paid by the Related Person for any
          shares of Common Stock acquired by it (a) within the two-
          year period immediately prior to the first public
          announcement of the proposal of the significant Transaction
          (the "Announcement Date"), or (b) in the transaction in
          which it became a Related Person, whichever is higher; and

                                   (2)  the Fair Market Value per
          share of Common Stock on the Announcement Date or on the
          date on which the Related Person became a Related Person,
          whichever is higher; and

                                   (3)  the earnings per share of
          Common Stock for the four full consecutive fiscal quarters
          immediately preceding the Announcement Date as to which
          financial results have been published by the Corporation,
          multiplied by the then highest price/earnings multiple (if
          any) of such Related Person or any of its Affiliates as
          customarily computed and reported in the financial
          community; and

                                   (4)  the price per share equal to
          the Fair Market Value per share of Common Stock determined
          pursuant to subparagraph (A)(2) of this paragraph (b)(ii),
          multiplied by a fraction the numerator of which is the
          highest per share price (including any brokerage
          commissions, transfer taxes and soliciting dealers  fees)
          paid by the Related Person for any shares of Common Stock
          acquired by it within the two-year period immediately prior
          to the Announcement Date and the denominator of which is the
          Fair Market Value per share of Common Stock on the first day
          in such two-year period upon which the Related Person
          acquired any shares of Common Stock.

                              (B)  the consideration to be received by
          the holders of Common Stock in such Significant Transaction
          shall be either cash or the same type of consideration used
          by the Related Person in acquiring the largest portion of
          its holdings of Common Stock prior to the first public
          announcement of the proposed Significant Transaction.

                              (C)  After such Related Person has
          become a Related Person and prior to the consummation of
          such Significant Transaction:  (1) there shall have been (a)
          no failure to pay nor reduction in the annual rate of
          dividends paid on the Common Stock (as such rate may be
          adjusted from time to time to reflect changes in the
          Corporation s capitalization) unless such failure to pay or

<PAGE>



          reduction is approved by a majority of the continuing
          Directors; and (2) such Related Person shall not have become
          the beneficial owner of any additional shares of Voting
          Stock except as part of the transaction which results in
          such Related Person becoming a Related Person.

                              (D)  after such Related Person has
          become a Related Person, such Related Person 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 Significant Transaction or
          otherwise.

                              (E)  A proxy or information statement
          describing the proposed Significant Transaction 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 public shareholders of the
          Corporation at least 30 days prior to the consummation of
          such Significant Transaction (whether or not such proxy or
          information statement is required to be mailed pursuant to
          such Act or subsequent provisions).

                    (c)  Certain Definitions.  For the purposes of
          this Article 6:

                         (i)  A "person" shall mean any individual,
          firm, corporation or other entity.

                         (ii) "Related Person" shall mean any person
          (other than the Corporation or any Subsidiary) who or which:

                              (A)  is the beneficial owner, directly
          or indirectly, of more than 10% of the voting power of the
          outstanding Voting Stock; or

                              (B)  is an Affiliate of the Corporation
          and at any time within the two-year period immediately prior
          to the date in question was the beneficial owner, directly
          or indirectly, of 10% or more of the voting power of the
          then-outstanding Voting Stock; or

                              (C)  is an assignee of or has otherwise
          succeeded to any shares of Voting Stock which were at any
          time within the two-year period immediately prior to the
          date in question beneficially owned by any Related Person,
          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 1993.

<PAGE>



                    If two or more person shall at any time be
          "Related Persons," each Related Person whose involvement in
          a transaction causes it to be a Significant Transaction
          shall be treated as: (a) "the Related Person" for purposes
          of the application of the requirements of paragraph (b) of
          this Article 6 to such transaction, and (b) "the Related
          Person in question" for purposes of determining whether a
          person is a "Continuing Director" with respect to such
          transaction.

                    (iii) A person shall be a "beneficial owner" of
          any Voting Stock:

                         (A)  which such person or any of its
          Affiliates or Associates (as hereinafter defined)
          beneficially owns, directly or indirectly; or

                         (B)  which such person or any of its
          Affiliates or Associates has (1) 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 (2)
          the right to vote pursuant to any agreement, arrangement or
          understanding; or

                         (C)  which is beneficially owned, directly or
          indirectly, by any other person with which such person or
          any of its Affiliates or Associates has any agreement,
          arrangement or understanding for the purpose of acquiring,
          holding, voting or disposing of any shares of Voting Stock.

                    (iv)  For the purposes of determining whether a
          person is a Related Person pursuant to paragraph (c)(ii),
          the number of share of Voting Stock deemed to be outstanding
          shall include shares deemed owned through application of
          paragraph (c)(iii) but shall not include any other shares of
          Voting Stock which may be issuable pursuant to any
          agreement, arrangement or understanding, or upon exercise of
          conversion rights, warrants or options, or otherwise.

                    (v)  "Affiliate" or "Associate" shall have the
          respective meanings ascribed to such terms in Rule 12b-2 of
          the General Rules and Regulation under the Securities
          Exchange Act of 1934, as in effect on May 5, 1983.

                    (vi)  "Subsidiary" means any corporation of which
          a majority of any class of equity security is owned,
          directly or indirectly, by the Corporation; provided,
          however, that for the purposes of the definition of Related
          Person set forth in paragraph (c)(ii), the term "Subsidiary"
          shall mean only a corporation of which a majority of each
          class of equity security is owned, directly or indirectly,
          by the Corporation.
<PAGE>




                    (vii)  "Continuing Director" means any member of
          the board of directors of the Corporation (the "Board") who
          (a) was a member of the Board as of May 5, 1983, or (b) is
          not affiliated with the Related Person and was a member of
          the Board prior to the time that the Related Person became a
          Related Person, or (c) is a successor of a Continuing
          Director who is unaffiliated with the Related Person and is
          recommended to succeed a Continuing Director by a majority
          of Continuing Directors then on the Board.

                    (viii)  "Fair Marker Value" means:  (a) 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 preceding the
          date in question on the National Association of Securities
          Deals, 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 by the Board in good faith; and (b) in
          the case of property other than cash or stock, the fair
          market value of such property on the date in question as
          determined by the Board in good faith.

                    (ix)  In the event of any Significant Transaction
          in which the Corporation survives, the phrase "consideration
          other than cash to be received" as used in subparagraph (A)
          of paragraph (b)(ii) of this Article 6 shall include the
          shares of Common Stock, and/or the shares of any other class
          of outstanding Voting Stock retained by the holders of such
          shares.

                    (x)  The Continuing Directors of the Corporation
          shall have the power and duty to determine for the purposes
          of this Article 6, on the basis of information known to them
          after reasonable inquiry, (a) whether a person is a Related
          Person, (b) the number of shares of Voting Stock
          beneficially owned by any person, (c) whether a person is an
          Affiliate or Associate of another, and (d) whether the
          assets which are the subject of any Significant Transaction
          have, or the consideration to be received for the issuance
          or transfer of securities by the Corporation or any
          Subsidiary in any Significant Transaction has an aggregate
          Fair Market Value of $1,000,000 or more.

                         (d)  No Effect on Fiduciary Obligations of
          Related Persons.  Nothing contained in this Article 6 shall

<PAGE>



          be construed to relieve any Related Person from any
          fiduciary obligation imposed by law.

               7.  Evaluation of Certain Proposals by the Board of
          Directors.  The board of directors of the Corporation, when
          evaluating any proposal from another party to (a) make a
          tender offer for securities of the Corporation, (b) merge or
          consolidate the Corporation with another corporation, (c)
          purchase or otherwise acquire substantially all of the
          properties or assets of the Corporation, (d) engage in any
          transaction of the sort specified in paragraph (a) of
          Article 6 of these Articles of Incorporation, or (e) engage
          in any other transaction having a similar effect upon the
          properties, operations or control of the Corporation, shall,
          in connection with the exercise of its judgment in
          determining what is the best interests of the Corporation
          and its shareholders, give due consideration to the
          following:

                         (i)  the character, integrity, business
          philosophy and financial status of the other party or
          parties to the transaction;

                         (ii)  the consideration to be received by the
          Corporation or its shareholders in connection with such
          transaction, as compared to:  (a) the current market price
          or value of the Corporation's properties or securities; (b)
          the estimated future value of the Corporation, its
          properties or securities; and (c) such other measures of the
          value of the Corporation, its properties or securities as
          the directors may deem appropriate.

                         (iii)  the projected social, legal and
          economic effects of the proposed action or transaction upon
          the Corporation, its employees, suppliers and customers and
          the communities in which the Corporation does business;

                         (iv)  the general desirability of the
          Corporation's continuing as an independent entity; and

                         (v)  such other factors as the board of
          directors may deem relevant.

               8.  Directors

                         (a)  Number, Election and Term.  The number
          of the directors of the Corporation shall be fixed from time
          to time by or pursuant to the Bylaws of the Corporation. 
          The directors shall be classified with respect to the time
          for which they severally hold into three classes, as nearly
          their equal in number as possible, as shall be provided in
          the manner specified in the bylaws of the Corporation.  At
          the annual meeting of shareholders held in 1990, one class
          shall be originally elected for a term expiring at the

<PAGE>



          annual meeting of shareholders to be held in 1991, another
          class shall be originally elected for a term expiring at the
          annual meeting of shareholders to be held in 1992, and
          another class shall be originally elected for a term
          expiring at the annual meeting of shareholders to be held in
          1993, with the members of each class to hold office until
          their successors are elected and qualified.  At each
          succeeding annual meeting of the shareholders of the
          Corporation, the successors of the class of directors whose
          term expires at that meeting shall, subject to paragraph (c)
          of this Article 8, be elected by plurality vote of all votes
          cast at such meeting to hold office for a term expiring at
          the annual meeting of shareholders held in the third year
          following the year of their election.

                    (b)  Vacancies.  Vacancies in the board of
          directors, including vacancies resulting from an increase in
          the number of directors, shall be filled only by a majority
          of the directors then in office, though less than a quorum,
          and each person so elected shall be a director to serve for
          the balance of the unexpired term and until his successor is
          duly elected and qualified.

                    (c)  Cumulative Voting in Certain Circumstances

                    (i)  Except as and to the extent otherwise
          provided in this paragraph (c) shareholders of the
          Corporation shall not be entitled to cumulative voting
          rights in any election of directors of the Corporation.

                    (ii)  There shall be cumulative voting in any
          election of directors of the Corporation on or after the
          occurrence of both of the following events:

                         (A)  the public announcement (which, for
          purposes of this definition, shall include, without
          limitation, a report filed pursuant to Section 13(d) under
          the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), by the Corporation or a 40% Shareholder
          that a 40% Shareholder has become such.

          and

                         (B)  such 40% Shareholder makes, or in any
          way participates in, directly or indirectly, any
          "solicitation" of "proxies" (as such terms are defined or
          used in Regulation 14A under the Exchange Act) or becomes a
          "participant" in any "election contest" (as such terms are
          defined or used in Rule 14a-11 of the Exchange Act) with
          respect to the Corporation; seeks to advise or influence any
          person (within the meaning of Section 13(d)(3) of the
          Exchange Act) with respect to the voting of any securities
          of the Corporation: or executes any written consent in lieu
          of a meeting of holders of the Voting Stock.
<PAGE>




               "40% Shareholder" shall mean any Person who or which,
          together with all Affiliates and Associate of such Person,
          shall be the Beneficial Owner of 40% or more of the Voting
          Stock but shall not include (i) the Corporation, (ii) any
          wholly owned Subsidiary, (iii) any employee benefit plan of
          the Corporation or of any Subsidiary, or (iv) any Person
          holding securities of the Corporation for or pursuant to the
          terms of any such plan.

          Notwithstanding the foregoing, no Person shall become a "40%
          Shareholder" as the result of an acquisition of Common Stock
          by the Corporation which, by reducing the number of shares
          outstanding, increases the proportionate number of shares
          beneficially owned by such Person to 40% or more of the
          Voting Stock; provided, however, that if a Person who would
          otherwise be a 40% Shareholder but for the provisions of
          this sentence shall, after such share purchases by the
          Corporation, become the Beneficial Owner of any additional
          Voting Stock then such Person shall be deemed to be a "40%
          Shareholder."

                         (ii) Certain Definitions.  For purposes of
          this Article  8:

               "Affiliate" and "Associate" shall have the respective
          meanings ascribed to such terms in rule 12b-2 of the General
          Rules and Regulations under the Exchange Act as in effect on
          May 3, 1990.

               A Person shall be deemed the "Beneficial Owner" of and
          shall be deemed to "beneficially own" any securities:

                    (A)  which such Person or any such Persons's
          affiliates or Associates beneficially owns, directly or
          indirectly:

                    (B)  which such Person or any of such Person's
          Affiliates or Associates has (A) the right to acquire
          (whether such right is exercisable immediately or only after
          the passage of time) pursuant to any agreement, arrangement
          or understanding (whether or not in writing), or upon the
          exercise of conversion rights, exchange rights, rights
          (other than the Rights granted pursuant to the Flip-In
          Rights Agreement and Flip-Over-Rights Agreement between the
          Corporation and American Stock Transfer & Trust Company,
          dated as of January 16, 1990), warrants or options, or
          otherwise or (B) the right to vote pursuant to any
          agreement, arrangement or understanding; provided, however,
          that a Person shall not be deemed the Beneficial Owner of,
          or to beneficially own, securities tendered pursuant to a
          tender or exchange offer made by or on behalf of such Person
          or any of such Person's Affiliates or Associates until such
          tendered securities are accepted for purchase or exchange;
          or 

<PAGE>

                    (C)  which are beneficially owned, directly or
          indirectly, by any other Person with which such Person or
          any of such Person's Affiliates or Associates has any
          agreement, arrangement or understanding for the purpose of
          acquiring, holding, voting or disposing of any securities of
          the Corporation.

               "Person" shall mean any individual, firm, corporation
          or other entity, and shall include any successor (by merger
          or otherwise) of such entity.

               "Subsidiary" shall mean any corporation or other entity
          of which a majority of the voting power of the voting equity
          securities or equity interest is owned, directly or
          indirectly, by the Corporation.

               "Voting Stock" means Common Stock and any other
          securities of the Corporation entitled to vote generally for
          the election of directors or any security convertible into
          or exchangeable for or exercisable for the purchase of
          Common Stock or other securities of the Corporation entitled
          to vote generally for the election of directors.

               9.  Vote Required for Amendment of Articles 6, 7, 8 or
          9.  Any provision in these Articles of Incorporation or in
          the Bylaws of the Corporation to the contrary
          notwithstanding, no provisions of Articles 6, 7, 8 or 9 of
          these Articles shall be altered, amended, supplemented or
          repealed by the shareholders of the Corporation, and no
          provision of the Bylaws or of these Articles of
          Incorporation inconsistent with such provisions shall be
          adopted by the shareholders of the Corporation, except by
          the affirmative vote of the holders of at least 80% of the
          outstanding shares of capital stock of the Corporation
          entitled to vote generally in the election of directors,
          considered for this purpose as one class.
