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Certificate of Amended Articles of Incorporation - Sealy Mattress Co.

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C-108 Prescribed by
      TED W. BROWN                                      Charter #________
      Secretary of State                                Approved by______
                                                        Date_____________
                                                        Fee$_____________
                                                                 

                                  CERTIFICATE
                                       OF
                       AMENDED ARTICLES OF INCORPORATION
                                       OF

    Sealy Mattress Company (formerly Ohio-Sealy Mattress Manufacturing Co.)
--------------------------------------------------------------------------------
                            (Name of Incorporation)


        Thomas L. Smudz          , who is  (   )  Chairman of the Board
---------------------------------          (   )  President  (check one)
                                            (X)  Vice President

and           John D. Moran       , who is  (   )  Secretary  (check one)
    ------------------------------           (X)  Assistant Secretary

of the above named Ohio corporation for profit with its principal location at
Cleveland, Ohio do hereby certify that: (check the appropriate box and complete
---------                                                                      
the appropriate statements)

    [ ]     a meeting of the shareholders was duly called and held on
            __________, 19__, at which meeting a quorum of the shareholders was
            present in person or by proxy, and by the affirmative vote of the
            holders of shares entitling them to exercise _____% of the voting
            power of the corporation,

    [X]     in a writing signed by all of the shareholders who would be entitled
            to a notice of a meeting held for that purpose,

the following Amended Articles of Incorporation were adopted to supersede and
take the place of the existing Articles and all amendments thereto:

                       AMENDED ARTICLES OF INCORPORATION

     FIRST:  The name of the corporation is    Sealy Mattress Company   .
                                            ---------------------------- 

     SECOND:  The place in the State of Ohio where its principal office is
          located is the City of    Cleveland   ,    Cuyahoga    County.
                                 ---------------  --------------        
<PAGE>
 
     THIRD:    The purposes of the corporation are as follows:

               To engage in any lawful act or activity for which a corporation
               may be formed in Ohio.

     FOURTH:   The number of shares which the corporation is authorized to have
               outstanding is 1,000 shares of common stock with a par value of
               $1.00 per share.

     FIFTH:    These amended articles of incorporation take the place of and
               supersede the existing articles of incorporation as heretofore
               amended.

     IN WITNESS WHEREOF, the above named officers, acting for and on behalf of
the corporation, have subscribed their names this   28   day of   January  ,
                                                  ------        ----------- 
1988.

                              X[signed] Thomas L. Smudz
                               -----------------------------------------------
                                        (Chairman, President or Vice President)


                              X[signed] John D. Moran
                               -----------------------------------------------
                                        (Secretary of Assistant Secretary)

NOTE:     Ohio law does not permit one officer to sign in two capacities. Two
          separate signatures are required, even if this necessitates the
          election of a second officer before the filing can be made.



                                      -2-
<PAGE>
 
                       AMENDED ARTICLES OF INCORPORATION
                       ---------------------------------

                                       OF
                                       --

                     OHIO-SEALY MATTRESS MANUFACTURING CO.
                     -------------------------------------



                                   ARTICLE I
                                   -------- 

                                     NAME

The name of the corporation shall be OHIO-SEALY MATTRESS MANUFACTURING CO.
(hereinafter called the "Corporation").


                                   ARTICLE II
                                   ----------

                          PRINCIPAL PLACE OF BUSINESS

The place in Ohio where the principal of ice of the Corporation is to be located
is Cleveland, Cuyahoga County, Ohio.


                                  ARTICLE III
                                  -----------

                                    PURPOSES

The said Corporation is formed for the purpose of engaging in the business of
manufacturing, buying, selling, and generally dealing in mattresses, springs,
bedding and in fabrics, cloth, materials, articles and commodities.

     In furtherance and not in limitation of the general powers conferred by the
     laws of the State of Ohio, and the objectives and purposes herein set
     forth, it is expressly provided that this Corporation shall also have the
     following powers, to-wit:

     To purchase, acquire, hold, convey, lease, mortgage, or dispose of
     property, real or personal, tangible or intangible.

     To have one or more offices, warehouses and/or manufacturing facilities to
     carry on any or all of its operations and business, and without
     restrictions or limitations as to amount, to purchase, lease or otherwise
     acquire, hold and own, and to mortgage, sell, convey, lease, or otherwise
     dispose of real and personal property of every class and description in any
     of the states, territories or possessions of the United States and in the
     District of Columbia, and in any and all foreign
<PAGE>
 
     countries, including the Commonwealth of Puerto Rico, subject to the laws
     of such state, district, territory, possession or country.

     To invest in, buy and sell, long or short, on margin or otherwise, stocks
     (whether common or preferred) bonds, securities, commodities, undivided
     interests in any real or personal property, shares or interest in
     investment companies or investment trusts, or discretionary Common Trust
     Funds and any other property, real or personal, foreign or domestic; and
     for the foregoing purposes, to borrow money or pledge the credit or any
     assets of the Corporation.

     To purchase or other vise acquire, hold, sell and transfer the shares of
     its own common shares, provided it shall not use its funds or property for
     the purchase or acquisition of its own shares of common shares when such
     use would cause any impairment of its capital except as otherwise permitted
     by law, and provided further that shares of its own common shares belonging
     to it shall not be voted directly or indirectly. This power shall include,
     but not by way of limitation, the right to re-purchase its shares upon the
     termination of employment or the death of a shareholder.

     To acquire in whole or in part the business, good will, rights, property
     and assets of all kinds of any corporation, association, partnership,
     combination, organization, entity, or individual, domestic or foreign; and
     to pay for the same in cash, stocks, bonds, notes, debentures or other
     securities or obligations of the Corporation or otherwise; and to hold,
     possess and improve such properties and to conduct in any legal manner the
     whole or any part of the business so acquired; and to pledge, mortgage,
     sell or otherwise dispose of the same.

     To endorse or guarantee the payment of principal or interest, or both, or
     dividends upon any stocks, bonds, obligations or other securities or
     evidences of indebtedness issued or created by any other corporation of the
     State of Ohio, or any other state, or of any country, nation or government,
     or political authority, so far as the same may be permitted by law.

     To do any or all of the things herein set forth to the same extent as
     natural persons might or could do in any part of the world, as principals,
     agents, contractors, trustees or otherwise, alone or in company with
     others.

It is the intention that the purposes, objects, and powers specified in this
Article III and all subdivisions thereof shall, except as otherwise expressly
provided, in no wise be limited or restricted by reference to or inference from
the terms of any other clause or paragraph of this Article, and that each of the
purposes, objects, and powers specified in this Article III shall be regarded as
independent purposes, objects, and powers.




                                      -2-
<PAGE>
 
                                   ARTICLE IV
                                   ----------

                                 CAPITAL STOCK

      A.  AUTHORIZED SHARES
          -----------------

          The number of shares which the Corporation is authorized to have
          issued and outstanding is 25,500,000 shares, consisting of 25,000,000
          shares of Common Stock with a par value of $1.00 per share
          (hereinafter designated "Common Stock") and 500,000 shares of
          Preferred Stock with a par value of $1.00 per share (hereinafter
          designated "Preferred Stock").

     B.   COMMON STOCK
          ------------

          The Common Stock shall be subject to the express terms of the
          Preferred Stock and any series thereof. Each share of Common Stock
          shall be equal to every other share of Common Stock.

     C.   PREFERRED STOCK
          ---------------

          (1)  General
               -------

               (a) In the discretion of the Board of Directors, shares of
                   Preferred Stock may be issued from time to time in one or
                   more series. The express terms of shares of Preferred Stock
                   of different series shall be identical, except that there may
                   be variations in respect of: (i) the dividend rate, (ii) the
                   dates of payment of dividends and the dates from which they
                   are cumulative, (iii) redemption rights and price, (iv)
                   liquidation price, (v) sinking fund requirements, (vi)
                   conversion rights, (vii) restrictions on the issuance of
                   shares of the same series or of any other class or series,
                   and (viii) any and all other terms in respect of which
                   variations may be from time to time permitted by law.

               (b) The Board of Directors is hereby authorized and empowered to
                   adopt amendments to these .Amended Articles of Incorporation
                   in respect of any unissued or treasury shares of Preferred
                   Stock and thereby to fix or change: (i) the division of such
                   shares into series and the designation and authorized number
                   of shares of each series, (ii) the dividend rate, (iii) the
                   dates of payment of dividends and the dates from which they
                   are cumulative, (iv) liquidation price, (v) redemption rights
                   and price, (vi) sinking fund requirements, (vii) restrictions
                   on the issuance of shares of any class or series, and (ix)
                   any and all other terms in respect of which the adoption of
                   such amendments by the Board of Directors may be from time to
                   time permitted by law.




                                      -3-
<PAGE>
 
               (c) Nothing in the immediately preceding Clauses (a) and (b) is
                   intended to require that shares of any series in fact possess
                   any or all of the terms referred to in the enumerations
                   contained in said Clauses or permitted bylaw, whether or not
                   shares of any one or more other series do in fact possess
                   such terms.

          (2)  Dividends
               ---------

               (a) Holders of Preferred Stock of each series shall be entitled
                   to receive dividends, when and as declared by the Board of
                   Directors, which shall be payable at such times and at such
                   rates, but not in excess thereof, as maybe fixed by the Board
                   of Directors, in preference to and in priority over dividends
                   on the Common Stock. Such dividends on the Preferred Stock
                   shall be cumulative with respect to each such series from the
                   date determined by the Board of Directors.

               (b) So long as any shares of Preferred Stock are outstanding, the
                   Corporation shall not declare or pay any dividend on or make
                   any distribution of assets on account of Common Stock, or
                   purchase directly or indirectly any Common Stock, unless all
                   accumulated dividends on the Preferred Stock have been
                   declared and paid.

          (3)  Liquidation
               -----------

               Upon any dissolution, liquidation or winding-up of the
               Corporation, the holders of Preferred Stock shall be entitled to
               receive out of the assets of the Corporation, whether from
               capital, surplus or earnings, and before any distribution of any
               assets shall be made on account of Common Stock, the amount per
               share fixed by the Board of Directors plus unpaid dividends to
               the date fixed for distribution. Holders of Preferred Stock shall
               be entitled to no further participation in any distribution made
               in conjunction with any such dissolution, liquidation or winding-
               up. Neither the consolidation or merger of the Corporation nor
               the sale of all or substantially all of its assets shall be
               deemed a dissolution, liquidation or winding-up within the
               meaning of this Paragraph.

          (4)  Redemption
               ----------

               (a) Any series of Preferred Stock which is redeemable shell be
                   subject to the following provisions of this Paragraph (4),
                   except as the Board of Directors shall otherwise provide
                   pursuant to the provisions of Clause (b) of Paragraph (1) of
                   this Section C.

               (b) The Corporation, at its option to be exercised by the Board
                   of Directors, may redeem the whole or any part of the shares
                   of such





                                      -4-
<PAGE>
 
                   series, at any time or from time to time, at the redemption
                   price fixed for such shares by the Board of Directors plus
                   unpaid dividends to the redemption date fixed by the Board of
                   Directors. If at any time less than all of the shares of such
                   Preferred Stock then outstanding shall be called for
                   redemption, the Board of Directors may select the series of
                   such Preferred Stock to be redeemed, and if less than all the
                   shares of such series are to be called for redemption, the
                   shares to be redeemed may be selected by lot, or pro rata, or
                   by such other method as the Board of Directors may deem
                   equitable. Notice of every such redemption, stating the
                   redemption date, the redemption price, and the place of
                   payment thereof, shall be given by mailing a copy of such
                   notice to the holders of record of the shares to be redeemed
                   at their addresses as the same appear in the records of the
                   Corporation and by publishing such notice at least once in a
                   newspaper of general circulation in the cities of Cleveland,
                   Ohio, and New York, New York, but not less than thirty (30)
                   days nor more than sixty (60) days prior to the date fixed
                   for redemption.

               (c) If such notice of redemption shall have been duly given, and
                   if on or before the redemption date specified in such notice
                   all funds necessary for such redemption shall have been set
                   aside so as to be available herefor, then, notwithstanding
                   that any certificate for shares so called for redemption
                   shall not have been surrendered for cancellation, from and
                   after the redemption date, the shares represented thereby
                   shall no longer be deemed outstanding and all rights with
                   respect to such shares shall cease and terminate, except only
                   the right of the holders thereof to receive the amount
                   payable upon redemption, but without interest, upon
                   endorsement, if required, and surrender of the certificates
                   for such shares.

               (d) If, before the redemption date specified in such notice, the
                   Corporation shall deposit with a bank or trust company named
                   in such notice, doing business in Cleveland, Ohio, or New
                   York, New York, and having a capital and surplus aggregating
                   at least $5,000,000, in trust, to be applied to the
                   redemption of the shares so called for redemption, all funds
                   necessary for such redemption, payable at any time after such
                   deposit to the holders entitled thereto, but without
                   interest, upon endorsement, if required, and surrender of the
                   certificates for such shares, then, notwithstanding that any
                   certificate for shares so called for redemption shall not
                   have been surrendered for cancellation, from and after the
                   date of such deposit, the shares represented thereby shall no
                   longer be deemed outstanding and all rights with respect to
                   such shares shall cease and terminate except (i) the right of
                   the holders thereof to receive from such bank or trust
                   company the amount payable upon





                                      -5-
<PAGE>
 
                   redemption, but without interest, upon endorsement, if
                   required, and surrender of the certificates for such shares
                   and (ii) any conversion rights then in effect with respect to
                   such shares, such conversion rights to cease and terminate on
                   the redemption date or on such earlier date as may now or
                   hereafter be provided in these Amended Articles of
                   Incorporation. Any funds so deposited which shall not be
                   required for such redemption by reason of the exercise of any
                   such conversion rights subsequent to the date of such deposit
                   shall be returned to the Corporation. All interest accrued on
                   funds so deposited shall belong to the Corporation and shall
                   be paid to it from time to time. In case the holders of
                   shares called for redemption shall not, within three (3)
                   years after such deposit, claim the amount deposited with
                   respect to the redemption thereof, such bank or trust company
                   shall, upon demand, without the necessity of notifying any
                   then holders of the shares so called for redemption, pay over
                   to the Corporation such unclaimed amounts, and thereupon such
                   bank or trust company shall be relieved of any responsibility
                   in respect thereof, and the holders of the shares so called
                   for redemption shall thereafter look only to the Corporation
                   for the payment thereof, but without interest.

D.   VOTING RIGHTS
     -------------

     (1)  General
          -------

          Each shareholder shall be entitled to cast one vote for each share.
          Except as otherwise provided by law or by these Amended Articles of
          Incorporation, the shareholders of all classes shall vote as a single
          class. In case of any action for which the affirmative vote of the
          holders of a designated proportion of the shares of any class is
          required by law or by these Amended Articles of Incorporation, the
          shareholders of such class shall vote as a single class irrespective
          of series.

     (2)  Protective Provisions as to Preferred Stock
          -------------------------------------------

          (a) The Corporation shall not, without first obtaining the affirmative
              vote of the holders of at least a majority of the outstanding
              shares of Preferred Stock, authorize or create, or increase the
              authorized amount of, Preferred Stock or a class of stock ranking
              on a parity with or prior to the Preferred Stock (or any security
              convertible into such Preferred Stock or class or stock ranking on
              a parity with or prior to the Preferred Stock); provided, however,
              that the holders of the shares of Preferred Stock shall not have
              any rights under the provisions of this Clause (a) to vote in
              respect of any action specified in this Clause (a) if, in
              connection with the accomplishment of such action, provision is to
              be made for the redemption of all of the shares of Preferred Stock
              at the time outstanding.







                                      -6-
<PAGE>
 
          (b) If and whenever dividends on the Preferred Stock shall be in
              arrears and such arrears shall aggregate an amount at least equal
              to six (6) quarterly dividends upon such stock, the holders of the
              Preferred Stock, voting separately as a class, shall be entitled,
              at any annual meeting of the shareholders or at a special meeting
              of the holders of the Preferred Stock called as hereinafter
              provided, to elect two (2) Directors (hereinafter sometimes called
              the "Preferred Directors") in addition to all other rights to vote
              for Directors. Whenever all arrears in dividends on the Preferred
              Stock then outstanding shall have been paid and dividends thereon
              for the then current dividend period shall have been paid, or
              declared and a sum sufficient in payment thereof set apart, the
              right of the holders of the Preferred Stock to elect two (2)
              Directors shall cease, subject always to the same provisions for
              the vesting of such voting rights in the case of any similar
              future arrearages in dividends. At any time after such voting
              power shall have been so vested in the holders of the Preferred
              Stock, the Secretary of the Corporation may, and, upon the written
              request of the holders of record of twenty-five per cent (25%) or
              more of the Preferred Stock then outstanding, addressed to him at
              the principal office of the Corporation, shall, call a special
              meeting of the holders of the Preferred Stock for the election of
              the Preferred Directors, to be held within thirty (30) days after
              such call and at the place and upon the notice provided by law and
              by the Code of Regulations of the Corporation for the holding of
              meetings of shareholders; provided, however, that the Secretary
              shall not be required to call such special meeting in the case of
              any such request received less than ninety (90) days before the
              date fixed for any annual meeting of shareholders. If any such
              special meeting required to be called as provided shall not be
              called by the Secretary within the thirty (30) days after the
              receipt of any such request, then the holders of record of twenty-
              five per cent (25%) or more of the shares of the Preferred Stock
              then outstanding may designate in writing one of their number to
              call such meeting, and the person so designated may call such
              meeting to be held at the place and upon the notice above provided
              and for that purpose shall have access to the stock ledger of the
              Corporation. No such special meeting and no adjournment thereof
              shall be held on a date later than thirty (30) days before the
              annual meeting of the shareholders next succeeding the time when
              the holders of the Preferred Stock become entitled to elect the
              Preferred Directors. At any special or annual meeting at which
              Preferred Directors are to be elected, the holders of at least a
              majority of the issued and outstanding shares of Preferred Stock,
              present in person or by proxy, shall constitute a quorum for the
              holding of such election. In the absence of such quorum, the
              holders of a majority of such shares present or represented may
              adjourn such election by resolution to a date fixed therein and no
              further notice thereof shall be required. At any special meeting
              or annual meeting at which Preferred Directors are to be elected,
              provided a quorum of the holders of Preferred Stock is present in
              person or by proxy, then by vote of the holders of at least a
              majority of the





                                      -7-
<PAGE>
 
              shares of Preferred Stock present or represented at such meeting,
              the holders of the Preferred Stock shall be entitled to elect the
              Preferred Directors, and, unless an increase in the authorized
              number of Directors theretofore made pursuant to this Clause (b)
              is then in effect, the then authorized number of Directors of the
              Corporation shall be increased by two (2) for such meeting.
              Preferred Directors shall hold office until the next annual
              election of Directors and until their respective successors shall
              have been duly elected and qualified. In the event that any
              vacancy shall occur among the Preferred Directors, the remaining
              Preferred Director shall within one (1) month after its occurrence
              designate in a writing filed with the Secretary of the Corporation
              the person to fill such vacancy, but if such remaining Preferred
              Director shall not file such designation within such time, or if
              there be no remaining Preferred Director, such vacancy or
              vacancies may be filled by a majority of the remaining members of
              the Board of Directors. In the event that any vacancy shall occur
              among the Directors other than Preferred Directors, such vacancy
              shall be filled by a majority of the remaining Directors other
              than Preferred Directors. Whenever the holders of the Preferred
              Stock shall be divested of the voting power as above provided, the
              terms of office of the Preferred Directors shall forthwith
              terminate and the number of the Board of Directors shall be
              reduced accordingly.

E.   ELIMINATION OF PRE-EMPTIVE AND OTHER RIGHTS
     -------------------------------------------

     Except for the conversion rights now or hereafter expressly provided for in
     these Amended Articles of Incorporation, no shareholder of any class shall
     have any pre  emptive or other right to subscribe for, purchase or acquire
     shares of the same or any other class, or any securities convertible into
     or evidencing or accompanied by any right to subscribe for, purchase or
     acquire shares of the same or any other class, whether now or hereafter
     authorized.


                                   ARTICLE V
                                   ---------

                              VOTING REQUIREMENTS

A.   VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS
     -----------------------------------------------

     (1)  Vote Requirements
          -----------------

          The affirmative vote of the holders of not less than eighty (80)
          percent of the outstanding shares of Common Stock of the Corporation
          and the affirmative vote of the holders of not less than sixty-seven
          (67) percent of the outstanding shares of Common Stock of the
          Corporation held by shareholders other than a "Related Person" (as
          defined in this Article) who is a party to any "Business Combination"
          (as defined in this Article) shall be required for the approval or
          authorization of






                                      -8-
<PAGE>
 
          such Business Combination of the Corporation with a Related Person;
          provided, however, that the eighty (80) percent and sixty-seven (67)
          percent voting requirements shall not be applicable if:

          (a)  The "Continuing Directors" of the Corporation (as defined in this
               Article) by a two-thirds (2/3) vote (i) have expressly approved
               the acquisition of outstanding shares of Common Stock of the
               Corporation that caused the Related Person involved in the
               Business Combination to become a Related Person, such approval
               being made prior to said acquisition, or (ii) have expressly
               approved the Business Combination prior to that time at which the
               Related Person involved in the Business Combination became a
               Related Person; or

          (b) The Business Combination is solely between the Corporation and
              another corporation, 50 percent or more of the voting stock of
              which is owned by the Corporation and none of which is owned by
              the Related Person; provided that if the Corporation is not the
              surviving entity each shareholder of the Corporation receives the
              same type of consideration in such transaction in proportion to
              the shares owned; or

          (c) The Business Combination is a merger or consolidation, and the
              cash or fair market value (as Determined by the Continuing
              Directors) of the property, securities or other consideration to
              be received per share by holders of Common Stock of the
              Corporation pursuant to the Business Combination is not less than
              the higher of (i) the highest per share price paid by the Related
              Person involved in the Business Combination in acquiring any of
              its holdings of the Corporation's Common Stock or (ii) an amount
              that bears the same or greater percentage relationship to the
              market price of the Corporation's Common Stock immediately prior
              to the announcement of such Business Combination as the highest
              per share price determined in Clause (i) above bears to the market
              price of the Corporation's Common Stock immediately prior to the
              commencement of the acquisition of the Corporation's Common Stock
              that caused such Related Person to become a Related Person.
              Appropriate adjustments shall be made regarding both clauses (i)
              and (ii) above for recapitalizations and for stock splits, stock
              dividends, and like distributions.

         (2)  Definitions
              -----------

              For the purposes of this Article:

              (a) The term "Business Combination" shall mean (i) any merger or
                  consolidation of the Corporation with or into a Related
                  Person; (ii) any sale, lease, exchange, transfer or other
                  disposition, including without limitation a mortgage or any
                  other security device of all or any "Substantial Part" (as
                  defined in this Article) of






                                      -9-
<PAGE>
 
                  the assets of the Corporation (including without limitation
                  any voting securities of a subsidiary) or of the assets of a
                  subsidiary of the Corporation, to a Related Person; (iii) any
                  merger or consolidation of a Related Person with or into the
                  Corporation or a subsidiary of the Corporation; (iv) any sale,
                  lease, exchange, transfer or other disposition of all or any
                  Substantial Part of the assets of a Related Person to the
                  Corporation or a subsidiary of the Corporation; (v) the
                  issuance of am securities of the Corporation or a subsidiary
                  of the Corporation to a Related Person; (vi) the acquisition
                  by the Corporation or a subsidiary of the Corporation of any
                  securities of a Related Person; and (vii) any agreement,
                  contract or other arrangement providing for any transactions
                  herein described in Clauses (i) to (vi) of this definition of
                  Business Combination.

              (b) The term "Related Person" shall mean and include any
                  individual, corporation, partnership or other person or entity
                  which, together with their "Affiliates" and "Associates" (as
                  defined on January 7, 1983, in Rule 12b-2 promulgated under
                  the Securities Exchange Act of 1934), "Beneficially Owns" (as
                  defined on January 7, 1983, in Rule 13d-3 promulgated under
                  the Securities Exchange Act of 1934) in the aggregate twenty
                  (20) percent or more of the outstanding shares of Common Stock
                  of the Corporation, and shall mean any Affiliate or Associate
                  of such Related Person.

              (c) The term "Substantial Part" shall mean more than thirty (30)
                  percent of the fair market value of the total assets of the
                  Corporation in question, as determined by the Continuing
                  Directors, at the end of the Corporation's most recent fiscal
                  year ending prior to the time said determination is made.

              (d) The term "Continuing Director" shall mean a director who was a
                  member of the Board of Directors of the Corporation
                  immediately prior to the time the Related Person involved in a
                  Business Combination became a Related Person.

              (e) For the purposes of subparagraph A(1 )(c) of this Article, the
                  term "other consideration to be received" shall include,
                  without limitation, Common Stock of the Corporation retained
                  by its existing public shareholders in the event of a Business
                  Combination in which the Corporation is the surviving
                  corporation.

              (f) Without limitation, any shares of Common Stock of the
                  Corporation that any Related Person has the right to acquire
                  pursuant to any agreement, or upon exercise of conversion
                  rights,







                                     -10-
<PAGE>
 
                  warrants or options. or otherwise, shall be deemed
                  beneficially owned by a Related Person.

B.   REPEAL OR AMENDMENT OF VOTE REQUIREMENTS FOR CERTAIN BUSINESS COMBINATIONS
     --------------------------------------------------------------------------

     The provisions set forth at this Section B of Article V and at Section A of
     Article V herein may not be repealed or amended in any respect, unless such
     action is approved by the affirmative vote of the holders of not less than
     eighty (80) percent of the outstanding shares of Common Stock of the
     Corporation; provided, however, that if there is a Related Person such
     eighty (80) percent vote must include the affirmative vote of at least
     sixty-seven (67) percent of the outstanding shares of Common Stock held by
     shareholders other than a Related Person.

C.   OTHER VOTING REQUIREMENTS
     -------------------------

     Notwithstanding any provision of the Ohio Revised Code, now or hereafter in
     force, requiring for any purpose the vote or consent of the holders of
     shares entitling them to exercise two-thirds (2/3) or any other proportion
     of the voting power of the Corporation or of any class or classes of shares
     thereof, such action may be taken by the vote or consent of the holders of
     shares entitling them to exercise a majority of the voting power of the
     Corporation or of such class or classes. This Clause shall not apply to the
     voting requirements of Sections A and B of this Article V.


                                   ARTICLE VI
                                   ----------

                               PURCHASE OF STOCK

Any provision hereof to the contrary notwithstanding, the Corporation shall have
the power upon the affirmative note of a simple majority of its Board of
Directors to purchase, to hold, to sell and to transfer shares of its own
capital stock.


                                  ARTICLE VII
                                  -----------

                                  INTERDEALING

No officer, Director or shareholder of the Corporation shall be disqualified by
his office, membership or stock ownership from dealing or contracting with the
Corporation, whether as vendor, purchaser, employee, agent or in any other
similar or dissimilar capacity, nor shall any transaction, contract or act of
the Corporation be either void or voidable or in any other way affected or
invalidated by reason of the fact that any such officer, Director or shareholder
of the corporation, any firm of which he may be a member or any other
corporation of which he may be an officer, Director or shareholder is in any way
interested in such transaction, contract or act, provided the interest of such
officer, Director or shareholder is disclosed to or known by the







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<PAGE>
 
Board of Directors of the Corporation or such members thereof as shall be
present at any meeting at which action is taken upon any such transaction,
contract or act. No such officer, Director or shareholder shall be accountable
or otherwise responsible to the Corporation for or in connection with any such
act, contract or transaction or for any gains or profits realized by him by
reason of the fact that he, any firm of which he is a member or any other
corporation of which he is an officer, Director or shareholder, is interested in
any such transaction, contract or act. Any such officer, Director or
shareholder, if he is a Director, may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of the Corporation which shall
authorize or take action upon any such transaction, contract or act, and he may
vote at any such meeting to authorize, adopt, ratify or approve any such
transaction, contract or act to the same extent as if he, any firm of which he
is a member or any other corporation of which he is an officer, Director or
shareholder, were not interested in such transaction, contract or act.


                                  ARTICLE VIII
                                  ------------

                      PREVIOUS AMENDED ARTICLES SUPERSEDED

These Amended Articles of Incorporation supersede the present Amended Articles
of the Corporation and all amendments thereto filed with the Secretary of State
of Ohio.











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