8-K12G3

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported): March 5, 1999


                          OGLEBAY NORTON COMPANY
                 (formerly Oglebay Norton Holding Company)
               (Exact Name of Registrant as Specified in Charter)


         Delaware                          0-663*                Applied For
(State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
        of Incorporation)                                    Identification No.)


       1100 Superior Avenue - 20th Floor, Cleveland, Ohio         44114-2598
          (Address of Principal Executive Offices)                (Zip Code)


         Registrant's telephone number, including area code: (216) 861-3300
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* A new Commission file number is to be issued in connection with this filing.
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ITEM 5.  OTHER EVENTS

         On March 5, 1999, Oglebay Norton Company was reorganized as a
second-tier wholly-owned subsidiary of a new Delaware holding company (the
"Holding Company") pursuant to Section 251(g) of the Delaware General
Corporation Law (the "Reorganization"). As part of the Reorganization, the name
of the Holding Company was changed to "Oglebay Norton Company" and the name of
Oglebay Norton Company was changed to "ON Marine Services Company." Pursuant to
Rule 414 promulgated under the Securities Act of 1933, as amended, the Holding 
Company is the successor issuer of Oglebay Norton Company.

         The Reorganization was effected pursuant to an Agreement and Plan of
Merger, dated March 3, 1999, by and among Oglebay Norton Company, the Holding
Company, ONCO Investment Company and Oglebay Norton Merger Company, each of
which is a Delaware corporation. Prior to the Reorganization, the Holding
Company was a wholly-owned subsidiary of Oglebay Norton Company, ONCO Investment
Company was a wholly-owned subsidiary of the Holding Company, and Oglebay Norton
Merger Company was a wholly-owned subsidiary of ONCO Investment Company. As part
of the Reorganization, Oglebay Norton Merger Company was merged with and into
Oglebay Norton Company (the "Merger"), which was the surviving corporation in
the merger and became a second-tier wholly-owned subsidiary of the Holding
Company.

         As a result of the Merger, stockholders of Oglebay Norton Company
became stockholders of the Holding Company, receiving one share of common stock
of the Holding Company in exchange for each share of common stock of Oglebay
Norton Company held at the effective time of the Merger. No additional capital
stock of the Holding Company was issued as part of the Merger. The conversion of
shares of common stock of Oglebay Norton Company in the Merger occurred without
an exchange of share certificates. From and after the date of the Merger, share
certificates formerly representing shares of common stock of Oglebay Norton
Company will be deemed to represent shares of common stock of the Holding
Company. The shares of common stock of the Holding Company will be listed on the
Nasdaq National market under the symbol "OGLE," the same symbol used by Oglebay
Norton Company prior to the Merger.

         The Certificate of Incorporation and By-laws of the Holding Company are
identical to the Restated Certificate of Incorporation and By-laws of Oglebay
Norton Company (except for provisions relating to the corporate name, statutory
agent and incorporator). The directors and officers of Oglebay Norton Company
became the directors and officers of the Holding Company at the effective time
of the Merger. The directors of the Holding Company will hold office for the
same terms held by them with Oglebay Norton Company prior to the Merger.

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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

       (c)   Exhibits.

             2    Agreement and Plan of Merger, dated March 3, 1999, by and
                  among Oglebay Norton Company, Oglebay Norton Holding Company,
                  ONCO Investment Company and Oglebay Norton Merger Company

             4.1  Certificate of Incorporation of Oglebay Norton Company
                  (formerly Oglebay Norton Holding Company)

             4.2  By-laws of Oglebay Norton Company (formerly Oglebay Norton
                  Holding Company)




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                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                  OGLEBAY NORTON COMPANY



Date: March 19, 1999                               By: /s/ DAVID H. KELSEY
                                                     ---------------------
                                                 David H. Kelsey, Vice President
                                                 and Chief Financial Officer

EX-2

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                          AGREEMENT AND PLAN OF MERGER
                        PURSUANT TO SECTION 251(G) OF THE
                        DELAWARE GENERAL CORPORATION LAW

         This AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made as
of March 3, 1999, by and among Oglebay Norton Company, a Delaware corporation
("Oglebay Norton"), Oglebay Norton Holding Company, a Delaware corporation and
wholly-owned subsidiary of Oglebay Norton (the "Holding Company"), ONCO
Investment Company, a Delaware corporation and wholly-owned subsidiary of the
Holding Company (the "Investment Company"), and Oglebay Norton Merger Company, a
Delaware corporation and wholly-owned subsidiary of the Investment Company (the
"Merger Company").

         WHEREAS, Oglebay Norton has an authorized capital stock consisting of
10,000,000 shares of Common Stock, $1.00 par value per share, of which 4,764,350
are issued and outstanding and 2,484,002 are held in treasury, and 5,000,000
shares of Preferred Stock, without par value, none of which are issued and
outstanding;

         WHEREAS, the Holding Company has an authorized capital stock consisting
of 10,000,000 shares of Common Stock, $1.00 par value per share, of which one
share is issued and outstanding and is owned by Oglebay Norton, and 5,000,000
shares of Preferred Stock, without par value, none of which are issued and
outstanding;

         WHEREAS, the Investment Company has an authorized capital stock
consisting of one (1) share of Common Stock, $1.00 par value, which share is
issued and outstanding and is owned by the Holding Company;

         WHEREAS, the Merger Company has an authorized capital stock consisting
of one hundred (100) shares of Common Stock, $1.00 par value, of which one (1)
share is issued and outstanding and is owned by the Investment Company; and

         WHEREAS, the respective Boards of Directors of Oglebay Norton, the
Holding Company, the Investment Company and the Merger Company deem it advisable
that the Merger Company merge with and into Oglebay Norton pursuant to Section
251(g) of the Delaware General Corporation Law (the "DGCL") and upon the terms
and conditions herein provided and, therefore, have each approved and authorized
this Merger Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree that, in accordance with the DGCL,
the Merger Company shall be merged with and into Oglebay Norton in accordance
with the following terms and conditions.

         1. THE MERGER. Effective upon the filing of this Merger Agreement or a
separate certificate of merger, in such form as is required by the DGCL, with
the Secretary of State of the State of Delaware (the "Effective Time"), the
Merger Company will be merged with and into Oglebay Norton in accordance with
Section 251(g) of the DGCL. As a result of the merger (the "Merger"), the
separate existence of the Merger Company will cease and Oglebay Norton will be
the surviving

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corporation (the "Surviving Company"). From and after the Effective Time, the
Merger will have the effects specified in the DGCL.

         2. CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE HOLDING COMPANY. The
Certificate of Incorporation and By-laws of the Holding Company immediately
following the Effective Time shall become or remain identical to the Restated
Certificate of Incorporation and By-laws of Oglebay Norton, except for the
provisions of the Certificate of Incorporation regarding the corporate name
(Article First), the registered office and agent (Article Second), and the
incorporator (Article Thirteenth) and except that references to "restated
certificate of incorporation" are replaced with "certificate of incorporation."
As of the Effective Time, Article FIRST of the Certificate of Incorporation of
the Holding Company shall be amended to read as follows:

         FIRST.  The name of the Corporation is Oglebay Norton Company.

         3. CERTIFICATE OF INCORPORATION OF THE SURVIVING COMPANY. The
Certificate of Incorporation of Oglebay Norton, as amended and in effect at the
Effective Time, shall be the Certificate of Incorporation of the Surviving
Company, until further amended in accordance with the provisions thereof and
applicable law, except that, as of the Effective Time, the Certificate of
Incorporation of Oglebay Norton shall be amended as follows:

         Article First of the Certificate of Incorporation shall be replaced in
its entirety with the following new Article First:

         FIRST.  The name of the Corporation is ON Marine Services Company.

         Article Fourth, including Divisions A, B and C thereof, of the
Certificate of Incorporation shall be replaced in its entirety with the
following new Article Fourth:

         FOURTH. The total number of shares of capital stock which the
Corporation shall have authority to issue is one (1) share of common stock, par
value $1.00 per share.

         The following new Article Thirteenth shall be added to the Certificate
of Incorporation:

         THIRTEENTH. Any act or transaction by or involving the Corporation that
requires for its adoption under the Delaware General Corporation Law or this
Certificate of Incorporation the approval of the stockholders of the Corporation
shall, pursuant to Section 251(g) of the Delaware General Corporation Law,
require, in addition, the approval of the stockholders of Oglebay Norton Company
(formerly Oglebay Norton Holding Company), or any successor by merger, by the
same vote as is required by the Delaware General Corporation Law and/or by this
Certificate of Incorporation.

         4. BY-LAWS OF THE SURVIVING COMPANY. The By-laws of the Merger Company,
as amended and in effect at the Effective Time, shall be the By-laws of the
Surviving Company, without change or amendment until further amended in
accordance with the provisions thereof and applicable law.


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         5. DIRECTORS AND OFFICERS OF THE HOLDING COMPANY. From and after the
Effective Time, until successors are duly elected or appointed and qualified in
accordance with applicable law, the directors and officers of Oglebay Norton
immediately prior to the Effective Time shall become or remain the directors and
officers of the Holding Company.

         6. DIRECTORS AND OFFICERS OF THE SURVIVING COMPANY. From and after the
Effective Time, until successors are duly elected or appointed and qualified in
accordance with applicable law, the directors and officers of the Merger Company
immediately prior to the Effective Time shall be the directors and officers of
the Surviving Company.

         7. FURTHER ASSURANCES. From time to time, as and when required by the
Surviving Company or by its successors and assigns, there shall be executed and
delivered on behalf of the Merger Company such deeds and other instruments, and
there shall be taken or caused to be taken by it such further actions, as shall
be appropriate or necessary in order to vest or perfect in or to confirm of
record or otherwise in the Surviving Company the title to and possession of all
the property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of the Merger Company, and otherwise to carry out the
purposes of this Merger Agreement, and the officers and directors of the
Surviving Company are fully authorized in the name and on behalf of the Merger
Company or otherwise to take any and all such actions and to execute and deliver
any and all such deeds and other instruments.

         8. COMMON STOCK OF OGLEBAY NORTON. At the Effective Time, by virtue of
the Merger and without any action on the part of any holder thereof, each share
of Common Stock, $1.00 par value per share, of Oglebay Norton outstanding
immediately prior thereto shall be changed and converted into one fully paid and
nonassessable share of Common Stock, $1.00 par value per share, of the Holding
Company. The conversion of these shares will occur by virtue of the Merger and
without an exchange of certificates, and each certificate representing shares of
Common Stock of Oglebay Norton issued and outstanding immediately prior to the
Merger will, upon completion of the Merger, represent shares of Common Stock of
the Holding Company.

         9. COMMON STOCK OF THE MERGER COMPANY. At the Effective Time, by virtue
of the Merger and without any action on the part of the holder thereof, each
share of Common Stock, $1.00 par value per share, of the Merger Company
outstanding immediately prior thereto shall be changed and converted into one
fully paid and nonassessable share of Common Stock, $1.00 par value per share,
of the Surviving Company.

         10. COMMON STOCK OF THE HOLDING COMPANY OWNED BY OGLEBAY NORTON. At the
Effective Time, each share of Common Stock of the Holding Company owned by
Oglebay Norton will be canceled, and all rights in respect thereof will cease.

         11. STOCK CERTIFICATES. At and after the Effective Time, all of the
outstanding certificates that prior to that time represented shares of Common
Stock of Oglebay Norton shall be deemed for all purposes to evidence the same
number of shares of Common Stock of the Holding Company. The registered owner on
the books and records of the Holding Company or its transfer agent of any such
stock certificate shall, until such certificate shall have been surrendered for
transfer or conversion

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or otherwise accounted for to the Holding Company or its transfer agent, have
and be entitled to exercise any voting and other rights with respect to, and to
receive any dividend and other distributions upon, the shares of the Holding
Company to which such person is entitled.

         12. ABANDONMENT. At any time before the Effective Time, this Merger
Agreement may be terminated and the Merger may be abandoned at the election of
the Board of Directors of Oglebay Norton if the Board of Directors shall have
determined that the Merger is not in the best interest of Oglebay Norton or its
stockholders.

         13. AMENDMENT. This Merger Agreement may be amended at any time before
the Merger becomes effective in a written instrument approved in form and
substance by the Board of Directors of Oglebay Norton and executed by all of the
parties hereto.

         14. COUNTERPARTS. This Merger Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.

                           [signature page to follow]


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         IN WITNESS WHEREOF, the parties hereto have caused this Merger
Agreement to be duly executed by their respective authorized officers as of the
date first written above.


                              OGLEBAY NORTON COMPANY

                              /s/ JOHN J. KIRN, JR.
                              -----------------------------------
                              By: John J. Kirn, Jr.
                              Title: Assistant Secretary


                              OGLEBAY NORTON HOLDING COMPANY

                              /s/ JOHN J. KIRN, JR.
                              -----------------------------------
                              By: John J. Kirn, Jr.
                              Title: Assistant Secretary


                              ONCO INVESTMENT COMPANY

                              /s/ JOHN J. KIRN, JR.
                              -----------------------------------
                              By: John J. Kirn, Jr.
                              Title: Secretary


                              OGLEBAY NORTON MERGER COMPANY

                              /s/ JOHN J. KIRN, JR.
                              -----------------------------------
                              By: John J. Kirn, Jr.
                              Title: Secretary


The Secretary of Oglebay Norton Company hereby certifies that this Merger
Agreement has been adopted pursuant to Section 251(g) of the Delaware General
Corporation Law and that the conditions specified in the first sentence of
Section 251(g) have been satisfied.


/s/ ROCHELLE F. WALK
- -----------------------------------
By: Rochelle F. Walk
Title: Secretary

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EX-4.1

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                                                                   Exhibit 4.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                             OGLEBAY NORTON COMPANY
                   (formerly OGLEBAY NORTON HOLDING COMPANY)

         The undersigned incorporator, for the purpose of forming a corporation
for profit under the Delaware General Corporation Law, does hereby certify as
follows.

         FIRST.  The name of the Corporation is Oglebay Norton Company.

         SECOND. The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

         THIRD. The nature of the business to be transacted by the Corporation
and the objects and purposes to be promoted and carried on by it are:

                  (a) To explore for, mine, process and merchandise ores,
         minerals, and metals of any and every kind, and to develop,
         manufacture, and merchandise their products, by-products, and
         derivatives;

                  (b) To engage in the transportation of persons and property by
         water, and, in connection therewith, to engage in the docking,
         repairing, altering, storing, and salvaging of water craft of any and
         every kind, and in lighterage, wharfage, and the loading, unloading,
         elevating, storing, and warehousing of products and commodities of any
         and every kind;

                  (c) To develop, manufacture, and merchandise machinery,
         equipment, apparatus, tools, accessories, and supplies for use in the
         mining or processing of ores, minerals, and metals or in the
         manufacture of their products, by-products, and derivatives, and,
         generally and without limitation by reason of the foregoing, to engage
         in the development, manufacturing, and merchandising of products and
         commodities of any and every kind;

                  (d) To render managerial and advisory services with reference
         to the mining, processing, and merchandising of ores, minerals, and
         metals, the development, manufacturing, and merchandising of their
         products, by-products, and derivatives, the transportation of persons
         and property by water, and the development, manufacturing, and
         merchandising of products and commodities of any and every kind;

                  (e) To purchase, lease, charter, construct, erect, or
         otherwise acquire, to own, hold, use, trade or deal in or with,
         develop, maintain, improve, manage, or operate, and to sell, lease,
         grant, charter, assign, transfer, convey, mortgage,

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         pledge, or otherwise dispose of or encumber property of any and every
         kind, real, personal, or mixed, including, but without limitation upon
         the generality of the foregoing, mines, mine plants and facilities,
         manufacturing plants and facilities, town sites, commercial and
         residential buildings, and buildings and structures of any and every
         kind, machinery and equipment of any and every kind, ships, barges,
         scows, tugs, and water craft of any and every kind, docks, piers,
         wharves, elevators, warehouses, terminals, and transportation and
         storage facilities of any and every kind, and the stock, bonds, and
         other obligations of any corporation, domestic or foreign, any
         government, or any governmental agency or subdivision, and including
         rights and interests in property and powers, privileges, and franchises
         of any and every kind;

                  (f) To engage in scientific and other research, to develop or
         otherwise acquire, own, hold, use, and dispose of inventions, devices,
         formulae, processes, and designs of any and every kind, and to apply
         for, register, take licenses in respect of, or otherwise acquire, own,
         hold, use, sell, assign, grant licenses and sublicenses under, or
         otherwise dispose of or encumber letters patent, patent rights, patent
         licenses, and privileges, copyrights, trademarks, trade names, and
         rights analogous thereto of any and every kind;

                  (g) To issue storage, dock, and warehouse receipts, negotiable
         and non-negotiable, covering goods, wares, merchandise, or any
         commercial commodity or thing of value, to collect and receipt for
         dockage, wharfage, and storage dues and other compensation, and to make
         advances to cover freights, duties, fire and marine insurance, and
         liens of any and every kind on goods, wares, merchandise, or other
         property received for storage or for the purpose of being warehoused or
         forwarded, and to lend money or make advances on the pledge of goods,
         wares, merchandise, or other property or on the pledge of storage,
         dock, or warehouse receipts therefor;

                  (h) To enter into and perform contracts of any and every kind
         with any person, firm, association, corporation, government, or any
         governmental agency or subdivision, without limitation as to amount;

                  (i) To lend its uninvested funds to any person, firm,
         association, corporation, government, or governmental agency or
         subdivision in such amounts, for such periods of time, upon such terms,
         and with such security, if any, as it may determine;

                  (j) To borrow money or otherwise use its credit for its
         corporate purposes, without limitation as to amount, to execute,
         accept, endorse, issue, and deliver promissory notes, bills of
         exchange, bonds, debentures, and other obligations and

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         evidences of indebtedness, and to secure the payment of any such
         obligations by mortgage, pledge, deed of trust, or otherwise;

                  (k) To guarantee or become surety for the performance of the
         obligations or undertakings of any person, firm, association, or
         corporation in which it may have an interest;

                  (l) To carry on any lawful business whatsoever in connection
         with or incidental to the foregoing, or which has for its object the
         promotion, directly or indirectly, of the interests of the Corporation,
         to do any and all lawful acts and things which it may deem necessary,
         suitable, or convenient for the accomplishment of any of its purposes,
         the promotion of its interests, or the enhancement of the value of its
         property, and to exercise any and all powers, rights, and privileges
         which a corporation may now or hereafter be organized to exercise under
         the laws of the State of Delaware or any law amendatory thereof,
         supplemental thereto, or in substitution therefor; and

                  (m) To carry out any of its purposes or exercise any of its
         powers either as principal or as agent or in any other lawful capacity,
         in any state of the United States, in any territory or possession
         thereof, or in any foreign country, and to carry out such purposes and
         exercise such powers either alone or as a participant with others in
         any lawful transaction, venture, combination, or organization. The
         foregoing clauses shall be construed both as objects and as powers, and
         each as an independent right and power, and it is hereby expressly
         provided that the enumeration herein of specific objects and powers
         shall not be held to limit or restrict in any manner the general powers
         of the Corporation.

         FOURTH. The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 15,000,000, of which
5,000,000 shares shall be Preferred Stock without par value, and 10,000,000
shares shall be Common Stock with a par value of $1 per share. The Preferred
Stock may be issued from time to time in one or more series. Each series shall
consist of the number of shares and shall have such designation, such voting
powers, full or limited, or no voting powers, and such preferences and relative,
participating, optional, or other special rights and qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation. Authority is granted to the Board of
Directors of the Corporation, subject to the provisions of this Article FOURTH,
to authorize the issue of shares of Preferred Stock in one or more series and,
with respect to each such series, to fix, by such resolution or resolutions, the
number of shares of which it shall consist and its designation, voting powers,
preferences, and relative, participating, optional, or other special rights and
any qualifications, limitations, or restrictions thereof; provided, however,
that (i) the aggregate number of shares of Common Stock of the Corporation into
which all shares of Preferred Stock shall at any time be convertible shall not
exceed 5,000,000, subject to

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appropriate adjustment in the event of any stock dividend, stock split-up, or
other change in the Corporation's Common Stock; and (ii) the price at which
shares of Preferred Stock of any series shall at any time be convertible into
shares of Common Stock shall be not less than the fair market value, as
determined by the directors, of the Company's Common Stock on the date on which
the conversion rights of the shares of Preferred Stock of such series are fixed
by resolution or resolutions adopted by the Board of Directors, subject to
appropriate adjustment in the event of any stock dividend, stock split-up, or
other change in the Corporation's Common Stock. All shares of any series of
Preferred Stock issued at different times may differ as to the dates of issue
and the dates from which dividends thereon shall accumulate.

                                   DIVISION A

                                  EXPRESS TERMS
                                       OF
                          5-1/2% CUMULATIVE CONVERTIBLE
                            PREFERRED STOCK, SERIES A

         There is hereby established a first series of Preferred Stock; the
designation, number, voting powers, preferences and rights and the
qualifications, limitations, or restrictions thereof are as follows:

         Section 1. Designation of Series. The series shall be designated
"5-1/2% Cumulative Convertible Preferred Stock, Series A" ("Series A Preferred
Stock").

         Section 2. Number of Shares. The number of shares of Series A Preferred
Stock is 148,950, which number the Board of Directors may increase or decrease
(but not below the number of shares of the series then outstanding).

         Section 3. Dividends. (a) The holders of shares of Series A Preferred
Stock shall be entitled to receive, when and as declared by the Board of
Directors out of any funds legally available for the declaration of dividends,
cumulative dividends at the annual rate of $2.75 per share, and no more, payable
quarterly in cash, on the fifteenth day of March, June, September, and December
of each year, hereinafter referred to as the "quarterly dividend date," to
stockholders of record on such dates respectively preceding the payment thereof
as may be fixed by the Board of Directors in declaring any such dividends. Such
dividends shall be cumulative from the date of issuance, and the first such
dividend shall be prorated from the date of issuance. Accumulations of dividends
on shares of Series A Preferred Stock shall not bear interest.

                  (b) So long as any shares of Series A Preferred Stock shall
remain outstanding, no dividends or other distributions (other than dividends
payable in shares ranking junior to the Series A Preferred Stock, both as to
dividends and in liquidation) shall be paid upon or set apart for or distributed
with respect to any shares ranking junior to the Series A Preferred Stock
(either

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as to dividends or assets) at any time when there exists a default with respect
to the payment of dividends with respect to outstanding shares of Series A
Preferred Stock.

         Section 4. Liquidation Preference. (a) In the event of any liquidation,
dissolution, or winding up of the Corporation, or any distribution of its
capital, the holders of shares of the Series A Preferred Stock shall be entitled
to receive, from the assets of the Corporation, payment in cash of an amount
equal to $50 per share, plus a further amount equal to all accrued and unpaid
cumulative dividends on the Series A Preferred Stock to the date of payment of
the amount due pursuant to such liquidation, dissolution, or winding up of the
Corporation, before any distribution of assets shall be made to the holders of
any class of shares ranking junior to the Series A Preferred Stock, either as to
dividends or assets. If, upon such liquidation, dissolution, winding up, or
distribution of capital, the assets thus distributable to the holders of shares
of Series A Preferred Stock shall be insufficient to permit the payment to such
holders of the preferential amounts aforesaid, then such assets or the proceeds
thereof shall be distributed ratably among the holders of shares of Series A
Preferred Stock according to the number of such shares held by each. After such
payment to the holders of shares of Series A Preferred Stock, the remaining
assets and funds of the Corporation shall be divided and distributed among the
holders of shares ranking junior to the Series A Preferred Stock, then
outstanding, according to their respective interests.

                  (b) The liquidation, dissolution, winding up, or distribution
of capital, as such terms are used in the foregoing paragraph, shall not be
deemed to include any consolidation or merger of the Corporation with another
corporation or any transfer substantially as an entirety of the property and
assets of the Corporation to another corporation.

         Section 5. Redemption and Purchase. (a) At the election of the
Corporation, to be exercised by resolution adopted by its Board of Directors,
all or any part of the shares of Series A Preferred Stock may be redeemed, at
any time and from time to time subsequent to December 31, 1976, on any quarterly
dividend payment date upon not less than 30 days nor more than 60 days' previous
notice given by first-class mail, postage prepaid, to the holders of record
thereof at their addresses as the same appear on the records of the Corporation
and by (i) paying $50 for each share thereof called for redemption, plus a
further amount equal to all accrued and unpaid cumulative dividends on the
Series A Preferred Stock to the date fixed for redemption, or, in lieu of such
payment, by (ii) depositing the redemption price in cash on or prior to said
redemption date with such bank or trust company in the City of Cleveland, Ohio,
as may be designated by the Board of Directors of the Corporation in trust for
payment on the redemption date to the holders of the shares of Series A
Preferred Stock so to be redeemed. In case of the redemption of less than all of
the outstanding shares of Series A Preferred Stock, the shares to be redeemed
may be selected by lot or pro rata, or by call of all or any part of the shares
owned by one or more holders of such shares, or by such other method as the
Board of Directors in its discretion may determine, and notice, as above
provided, shall be given to the holders of record whose shares have been so
selected for redemption. On and after the date fixed in any such notice as the
date of redemption of the shares of Series A Preferred Stock, unless default
shall be made by the

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Corporation in the payment and/or deposit of the redemption price pursuant to
such notice and to the provisions hereof, all dividends on the shares of Series
A Preferred Stock so called for redemption shall cease to accrue, and on such
date or on deposit in trust as aforesaid of funds sufficient for such redemption
(notice of redemption having been given as aforesaid), whether said deposit
shall have been made on said redemption date or prior thereto, all rights of the
holders of said shares of Series A Preferred Stock as stockholders of the
Corporation shall cease and determine except the right to receive the redemption
price and no more from the Corporation or from a depositary as above described,
upon surrender of their certificates properly endorsed. If the holders of the
shares of Series A Preferred Stock which shall have been called for redemption
shall not, within six years after such deposit, claim the amount deposited for
the redemption of their shares, any such bank or trust company shall, upon
demand, pay over to the Corporation such unclaimed amounts, and thereupon such
bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders.

                  (b) The Corporation may also, from time to time, purchase or
otherwise acquire outstanding shares of Series A Preferred Stock.

                  (c) Any shares of Series A Preferred Stock which are redeemed
or purchased by the Corporation or which are converted into Common Stock of the
Corporation pursuant to the conversion privilege shall have the status of
authorized but unissued shares of Preferred Stock without designation of any
series.

         Section 6. Conversion Privilege. (a) Subject to and upon compliance
with the provisions of this Section 6, the shares of Series A Preferred Stock
may, at the option of the holder, at any time (in the case of shares called for
redemption, then until and including the close of business on the date fixed for
redemption but not thereafter if payment of the redemption price has been duly
provided for by the date fixed for redemption), be converted into shares of
Common Stock (as such shares shall be constituted at the conversion date) at the
conversion price in effect at the conversion date.

                  (b) The holder of each share of Series A Preferred Stock may
exercise the conversion privilege in respect thereof by delivering to any
transfer agent of the shares of Series A Preferred Stock the certificate for the
share to be converted accompanied by written notice that the holder elects to
convert such share. Conversion shall be deemed to have been effected immediately
prior to the close of business on the date when such delivery is made, and such
date is referred to in this Section 6 as the "conversion date." On the
conversion date or as promptly thereafter as practicable, the Corporation shall
issue and deliver to the holder of the shares of Series A Preferred Stock
surrendered for conversion, or on his written order, a certificate for the
number of full shares of Common Stock, issuable upon the conversion of such
shares of Series A Preferred Stock and a check or cash in respect of any
fraction of a share as provided in paragraph (c) of this Section 6. The person
in whose name the stock certificate is to be issued shall be deemed to have
become a holder of shares of Common Stock of record on the conversion date. No
adjustment shall be made for any dividends accrued on shares of Series A
Preferred Stock

                                        6

   7



surrendered for conversion or for dividends on the shares of Common Stock issued
on conversion.

                  (c) The Corporation shall not be required to issue fractional
shares of Common Stock upon conversion of Series A Preferred Stock. If more than
one share of Series A Preferred Stock shall be surrendered for conversion at one
time by the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares so surrendered. If any fractional interest in a share of Common Stock
would otherwise be delivered upon the conversion of any shares of Series A
Preferred Stock, the Corporation shall in lieu of delivering a fractional share
therefor make an adjustment therefor in cash at the current market value
thereof, computed (to the nearest cent) on the basis of the mean between the
highest and lowest prices at which the shares of Common Stock are traded on any
exchange on which they may be listed on the last business day before the
conversion date or, if no sale of shares of Common Stock shall have been made on
such exchange on that day, the mean between the bid and asked prices on such
exchange at the close of the market on such day; if the shares of Common Stock
are not listed on any exchange, the basis for determining the current market
value thereof shall be the mean between the highest and lowest prices at which
the shares of Common Stock are traded on the Cleveland over-the-counter market
on such day or, if no sale of shares of Common Stock shall have been made on
such a day, then the mean between the bid and asked prices at the close of the
market on such day.

                  (d) Unless and until an adjusted conversion price is required
to be computed as hereinafter provided, the conversion price per share of Common
Stock shall be $50. The number of shares of Common Stock issuable upon
conversion of one share of Series A Preferred Stock shall be determined by
dividing $50 by the conversion price then in effect.

                  (e) The conversion price shall be adjusted from time to time
as follows:

                  (1) If the Corporation splits or combines the outstanding
         shares of Common Stock, the conversion price shall be proportionately
         decreased in the case of a split or increased in the case of a
         combination, so as appropriately to reflect the same, in each case as
         of the opening of business on the day following the day on which such
         split or combination became effective. For this purpose, any stock
         dividend shall be considered a split of the outstanding shares as of
         the close of business on the dividend record date.

                  (2) If the Corporation shall issue rights or warrants to all
         holders of its Common Stock entitling them to subscribe for or purchase
         shares of Common Stock at a price per share less than the current
         average market price per share of Common Stock at the record date
         mentioned below, the conversion price shall be reduced by a price
         determined by multiplying the conversion price by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding on the date of issuance of such rights or warrants plus the
         number of

                                        7

   8



         shares which the aggregate offering price of the total number of shares
         so offered would purchase at such current average market price and the
         denominator of which shall be the number of shares of Common Stock
         outstanding on the date of issuance of such rights or warrants plus the
         number of additional shares of Common Stock offered for subscription or
         purchase. Such adjustments shall be made whenever such rights or
         warrants are issued and shall become effective retroactively
         immediately after the opening of business on the day following the
         record date for the determination of stockholders entitled to receive
         such rights or warrants.

                  For purposes of the foregoing, the current average market
         price of a share of Common Stock on any day shall be deemed to be the
         average of the daily current market value per share of Common Stock
         (computed on the basis outlined in paragraph (c) of this Section 6) for
         the ten consecutive business days commencing 25 business days before
         the day in question.

                  (3) Whenever the conversion price is adjusted as herein
         provided, the Corporation shall forthwith place on file with the
         transfer agents for the Series A Preferred Stock a statement signed by
         the President or a Vice President of the Corporation and by its
         Treasurer or its Secretary or an Assistant Treasurer showing in detail
         the facts requiring such adjustment and the conversion price after such
         adjustment and shall exhibit the same from time to time to any holder
         of shares of Series A Preferred Stock desiring an inspection thereof.

                  (f) In case of any reclassification or change of outstanding
shares of Common Stock (except a split or combination, or a change from no par
value to par value, or a change in par value, or a change from par value to no
par value), provision shall be made as part of the terms of such
reclassification or change that the holder of each share of Series A Preferred
Stock then outstanding shall have the right to receive upon the conversion of
such share, at the conversion price which otherwise would be in effect at the
time of conversion, with the same protection against dilution as herein
provided, the same kind and amount of stock and other securities and property as
he would own or be entitled to receive upon the happening of any of the events
described above had such share been converted immediately prior to the happening
of the event.

                  (g) In case the Corporation shall be consolidated with or
shall merge into any other corporation, provision shall be made as a part of the
terms of such consolidation or merger whereby the holder of any share of Series
A Preferred Stock outstanding immediately prior to such event shall thereafter
be entitled to such conversion privilege with respect to securities of the
Corporation resulting from such consolidation or merger as shall be
substantially equivalent to the conversion privilege herein specified.

                                        8

   9



                  (h) The issuance of stock certificates on conversions of
shares of Series A Preferred Stock shall be without charge to the converting
stockholder for any tax in respect to the issuance thereof. The Corporation
shall not, however, be required to pay any tax which may be payable in respect
to any transfer involved in the issuance and delivery of shares in any name
other than that of the holder of the shares of Series A Preferred Stock
converted, and the Corporation shall not be required to issue or deliver any
such stock certificates unless and until the person or persons requesting the
issuance thereof shall have paid to the Corporation the amount of such tax or
shall have established to the satisfaction of the Corporation that such tax has
been paid.

                  (i) The Corporation hereby reserves and shall at all times
reserve and keep available, free from pre-emptive right, out of its authorized
but unissued stock, for the purpose of effecting the conversion of the shares of
Series A Preferred Stock, such number of its duly authorized shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock.

                  (j) In case at any time:

                  (1) the Corporation shall split or combine its outstanding
         shares of Common Stock or pay any dividend upon its shares of Common
         Stock payable in its shares of Common Stock and such dividend shall be
         in excess of 5%; or

                  (2) the Corporation shall authorize the granting to the
         holders of its shares of Common Stock of rights to subscribe for or
         purchase any shares of any class or of any other rights; or

                  (3) the Corporation shall authorize the distribution to all
         holders of its shares of Common Stock of evidences of indebtedness or
         other assets (other than cash dividends);

then, in any of such cases, the Corporation shall give written notice, by
first-class mail, postage prepaid, to the transfer agent for the Series A
Preferred Stock and to each holder of record of shares of Series A Preferred
Stock, at his address then appearing upon the records of the Corporation, of the
record date or of the date on which the transfer books of the Corporation shall
close with respect to such action. Such notice shall be given at least 20 days
prior to the action in question and not less than ten days prior to the record
date on which the Corporation's transfer books are closed with respect thereto.

         Section 7. Voting Rights. Each holder of shares of Series A Preferred
Stock shall be entitled to one vote for each share held and except as otherwise
by law provided, the holders of Series A Preferred Stock and the holders of
Common Stock of the Corporation shall vote together as one class.


                                        9

   10



                                   DIVISION B

                                  EXPRESS TERMS
                                       OF
               5% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B
                                       OF
                             OGLEBAY NORTON COMPANY

         There is hereby established a second series of Preferred Stock; the
designation, number, voting powers, preferences and rights and qualifications,
limitations, or restrictions thereof are as follows:

         Section 1. Designation of Series. The series shall be designated "5%
Cumulative Convertible Preferred Stock, Series B" ("Series B Preferred Stock").

         Section 2. Number of Shares. The number of shares of Series B Preferred
Stock is 40,000, which number the Board of Directors may increase or decrease
(but not below the number of shares of the series then outstanding).

         Section 3. Dividends. (a) The holder of shares of Series B Preferred
Stock shall be entitled to receive, when and as declared by the Board of
Directors out of any funds legally available for the declaration of dividends,
cumulative dividends at the annual rate of $2.50 per share, and no more, payable
quarterly in cash, on the fifteenth day of March, June, September, and December
of each year, hereinafter referred to as the "quarterly dividend date," to
stockholders of record on such dates respectively preceding the payment thereof
as may be fixed by the Board of Directors in declaring any such dividends. Such
dividends shall be cumulative from the date of issuance, and the first such
dividend shall be prorated from the date of issuance. Accumulatives of dividends
on shares of Series B Preferred Stock shall not bear interest.

                  (b) So long as any shares of Series B Preferred Stock shall
remain outstanding, no dividends or other distributions (other than dividends
payable in shares ranking junior to the Series B Preferred Stock, both as to
dividends and in liquidation) shall be paid upon or set apart for or distributed
with respect to any shares ranking junior to the Series B Preferred Stock
(either as to dividends or assets) at any time when there exists a default with
respect to the payment of dividends with respect to outstanding shares of Series
B Preferred Stock.

         Section 4. Liquidation Preference. (a) In the event of any liquidation,
dissolution, or winding up of the Corporation, or any distribution of its
capital, the holders of shares of the Series B Preferred Stock shall be entitled
to receive, from the assets of the Corporation, payment in cash of an amount
equal to $50 per share, plus a further amount equal to all accrued and unpaid
cumulative dividends on the Series B Preferred Stock to the date of payment of
the amount due pursuant to such liquidation, dissolution, or winding up of the
Corporation, before any distribution of assets shall be made to the holders of
any class of shares ranking junior to the

                                       10

   11



Series B Preferred Stock, either as to dividends or assets. If, upon such
liquidation, dissolution, winding up, or distribution of capital, the assets
thus distributable to the holders of shares of Series B Preferred Stock shall be
insufficient to permit the payment to such holders of the preferential amounts
aforesaid, then such assets or proceeds thereof shall be distributed ratably
among the holders of shares of Series B Preferred Stock according to the number
of such shares held by each. After such payment to the holders of shares of
Series B Preferred Stock, the remaining assets and funds of the Corporation
shall be divided and distributed among the holders of shares ranking junior to
the Series B Preferred Stock, then outstanding, according to their respective
interests.

                  (b) The liquidation, dissolution, winding up, or distribution
of capital, as such terms are used in the foregoing paragraph, shall not be
deemed to include any consolidation or merger of the Corporation with another
corporation or any transfer substantially as an entirety of the property and
assets of the Corporation to another corporation.

         Section 5. Redemption and Purchase. (a) At the election of the
Corporation, to be exercised by resolution adopted by its Board of Directors,
all or any part of the shares of Series B Preferred Stock may be redeemed, at
any time and from time to time subsequent to December 31, 1976, on any quarterly
dividend payment date upon not less than 30 days nor more than 60 days' previous
notice given by first-class mail, postage prepaid, to the holders of record
thereof at their addresses as the same appear on the records of the Corporation
and by (a) paying for each share thereof called for redemption $50, plus a
further amount equal to all accrued and unpaid cumulative dividends on the
Series B Preferred Stock to the date fixed for redemption, or, in lieu of such
payment, by (b) depositing the redemption price in cash on or prior to said
redemption date with such bank or trust company in the City of Cleveland, Ohio,
as may be designated by the Board of Directors of the Corporation in trust for
payment on the redemption date to the holders of the shares of Series B
Preferred Stock so to be redeemed. In case of the redemption of less than all of
the outstanding shares of Series B Preferred Stock, the shares to be redeemed
may be selected by lot or pro rata, or by call of all or any part of the shares
owned by one or more holders of such shares, or by such other method as the
Board of Directors in its discretion may determine, and notice, as above
provided, shall be given to the holders of record whose shares have been so
selected for redemption. On and after the date fixed in any such notice as the
date of redemption of the shares of Series B Preferred Stock, unless default
shall be made by the Corporation in the payment and/or deposit of the redemption
price pursuant to such notice and to the provisions hereof, all dividends on the
shares of Series B Preferred Stock so called for redemption shall cease to
accrue, and on such date or on deposit in trust as aforesaid of funds sufficient
for such redemption (notice of redemption having been given as aforesaid),
whether said deposit shall have been made on said redemption date or prior
thereto, all rights of the holders of said shares of Series B Preferred Stock as
stockholders of the Corporation shall cease and determine except the right to
receive the redemption price and no more from the Corporation or from a
depositary as above described, upon surrender of their certificates properly
endorsed. If the holders of the shares of Series B Preferred Stock which shall
have been called for redemption shall not, within six years after such deposit,
claim the amount deposited for the


                                       11

   12

redemption of their shares, any such bank or trust company shall, upon demand,
pay over to the Corporation such unclaimed amounts, and thereupon such bank or
trust company and the Corporation shall be relieved of all responsibility in
respect thereof and to such holders.

                  (b) The Corporation may also, from time to time, purchase or
otherwise acquire outstanding shares of Series B Preferred Stock.

                  (c) Any shares of Series B Preferred Stock which are redeemed
or purchased by the Corporation or which are converted into Common Stock of the
Corporation pursuant to the conversion privilege shall have the status of
authorized but unissued shares of Preferred Stock without designation of any
series.

         Section 6. Conversion Privilege. (a) Subject to and upon compliance
with the provisions of this Section 6, the shares of Series B Preferred Stock
may, at the option of the holder, at any time (in the case of shares called for
redemption, then until and including the close of business on the date fixed for
redemption but not thereafter if payment of the redemption price has been duly
provided for by the date fixed for redemption), be converted into shares of
Common Stock (as such shares shall be constituted at the conversion date) at the
conversion price in effect at the conversion date.

                  (b) The holder of each share of Series B Preferred Stock may
exercise the conversion privilege in respect thereof by delivering to any
transfer agent of the shares of Series B Preferred Stock the certificate for the
share to be converted accompanied by written notice that the holder elects to
convert such share. Conversion shall be deemed to have been effected immediately
prior to the close of business on the date when such delivery is made, and such
date is referred to in this Section 6 as the "conversion date." On the
conversion date or as promptly thereafter as practicable the Corporation shall
issue and deliver to the holder of the shares of Series B Preferred Stock
surrendered for conversion, or on his written order, a certificate for the
number of full shares of Common Stock issuable upon the conversion of such
shares of Series B Preferred Stock and a check or cash in respect of any
fraction of a share as provided in paragraph (c) of this Section 6. The person
in whose name the stock certificate is to be issued shall be deemed to have
become a holder of shares of Common Stock of record on the conversion date. No
adjustment shall be made for any dividends accrued on shares of Series B
Preferred Stock surrendered for conversion or for dividends on the shares of
Common Stock issued on conversion.

                  (c) The Corporation shall not be required to issue fractional
shares of Common Stock upon conversion of Series B Preferred Stock. If more than
one share of Series B Preferred Stock shall be surrendered for conversion at one
time by the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares so surrendered. If any fractional interest in a share of Common Stock
would otherwise be delivered upon the conversion of any shares of Series B
Preferred Stock, the Corporation shall in lieu of delivering a fractional share
therefor make an adjustment

                                       12

   13



therefor in cash at the current market value thereof, computed (to the nearest
cent) on the basis of the mean between the highest and lowest prices at which
the shares of Common Stock are traded on any exchange on which they may be
listed on the last business day before the conversion date or, if no sale of
shares of Common Stock shall have been made on such exchange on that day, the
mean between the bid and asked prices on such exchange at the close of the
market on such day; if the shares of Common Stock are not listed on any
exchange, the basis for determining the current market value thereof shall be
the mean between the highest and lowest prices at which the shares of Common
Stock are traded on the Cleveland over-the-counter market on such day, or, if no
sale of shares of Common Stock shall have been made on such day, then the mean
between the bid and asked prices at the close of the market on such day.

                  (d) Unless and until an adjusted conversion price is required
to be computed as hereinafter provided, the conversion price per share of Common
Stock shall be $50. The number of shares of Common Stock issuable upon
conversion of one share of Series B Preferred Stock shall be determined by
dividing $50 by the conversion price then in effect.

                  (e) The conversion price shall be adjusted from time to time
as follows:

                  (1) If the Corporation splits or combines the outstanding
         shares of Common Stock, the conversion price shall be proportionately
         decreased in the case of a split or increased in the case of a
         combination, so as appropriately to reflect the same, in each case as
         of the opening of business on the day following the day on which such
         split or combination became effective. For this purpose, any stock
         dividend shall be considered a split of the outstanding shares as of
         the close of business on the dividend record date.

                  (2) If the Corporation shall issue rights or warrants to all
         holders of its Common Stock entitling them to subscribe for or purchase
         shares of Common Stock at a price per share less than the current
         average market price per share of Common Stock at the record date
         mentioned below, the conversion price shall be reduced to a price
         determined by multiplying the conversion price by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding on the date of issuance of such rights or warrants plus the
         number of shares which the aggregate offering price of the total number
         of shares so offered would purchase at such current average market
         price and the denominator of which shall be the number of shares of
         Common Stock outstanding on the date of issuance of such rights or
         warrants plus the number of additional shares of Common Stock offered
         for subscription or purchase. Such adjustments shall be made whenever
         such rights or warrants are issued and shall become effective
         retroactively immediately after the opening of business on the day
         following the record date for the determination of stockholders
         entitled to receive such rights or warrants.


                                       13

   14



                  For purposes of the foregoing, the current average market
         price of a share of Common Stock on any day shall be deemed to be the
         average of the daily current market value per share of Common Stock
         (computed on the basis outlined in paragraph (c) of this Section 6) for
         the ten consecutive business days commencing 25 business days before
         the day in question.

                  (3) Whenever the conversion price is adjusted as herein
         provided, the Corporation shall forthwith place on file with the
         transfer agents for the Series B Preferred Stock a statement signed by
         the President or a Vice President of the Corporation and by its
         Treasurer or its Secretary or an Assistant Treasurer showing in detail
         the facts requiring such adjustment and the conversion price after such
         adjustment and shall exhibit the same from time to time to any holder
         of shares of Series B Preferred Stock desiring an inspection thereof.

                  (f) In case of any reclassification or change of outstanding
shares of Common Stock (except a split or combination, or a change from no par
value to par value, or a change in par value, or a change from par value to no
par value), provision shall be made as part of the terms of such
reclassification or change that the holder of each share of Series B Preferred
Stock then outstanding shall have the right to receive upon the conversion of
such share, at the conversion price which otherwise would be in effect at the
time of conversion, with the same protection against dilution as herein
provided, the same kind and amount of stock and other securities and property as
he would own or be entitled to receive upon the happening of any of the events
described above had such share been converted immediately prior to the happening
of the event.

                  (g) In case the Corporation shall be consolidated with or
shall merge into any other corporation, provision shall be made as a part of the
terms of such consolidation or merger whereby the holder of any share of Series
B Preferred Stock outstanding immediately prior to such event shall thereafter
be entitled to such conversion privilege with respect to securities of the
corporation resulting from such consolidation or merger as shall be
substantially equivalent to the conversion privilege herein specified.

                  (h) The issuance of stock certificates on conversions of
shares of Series B Preferred Stock shall be without charge to the converting
stockholder for any tax in respect to the issuance thereof. The Corporation
shall not, however, be required to pay any tax which may be payable in respect
to any transfer involved in the issuance and delivery of shares in any name
other than that of the holder of the shares of Series B Preferred Stock
converted, and the Corporation shall not be required to issue or deliver any
such stock certificates unless and until the person or persons requesting the
issuance thereof shall have paid to the Corporation the amount of such tax or
shall have established to the satisfaction of the Corporation that such tax has
been paid.


                                       14

   15



                  (i) The Corporation hereby reserves and shall at all times
reserve and keep available, free from pre-emptive right, out of its authorized
but unissued stock, for the purpose of effecting the conversion of the shares of
Series B Preferred Stock, such number of its duly authorized shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series B Preferred Stock.

                  (j) In case at any time:

                  (1) the Corporation shall split or combine its outstanding
         shares of Common Stock or pay any dividend upon its shares of Common
         Stock payable in its shares of Common stock and such dividend shall be
         in excess of 5%; or

                  (2) the Corporation shall authorize the granting to the
         holders of its shares of Common Stock of rights to subscribe for or
         purchase any shares of any class or of any other rights; or

                  (3) the Corporation shall authorize the distribution to all
         holders of its shares of Common Stock of evidences of indebtedness or
         other assets (other than cash dividends);

then, in any of such cases, the Corporation shall give written notice, by
first-class mail, postage prepaid, to the transfer agent for the Series B
Preferred Stock and to each holder of record of shares of Series B Preferred
Stock, at his address then appearing upon the records of the Corporation, of the
record date or of the date on which the transfer books of the Corporation shall
close with respect to such action. Such notice shall be given at least 20 days
prior to the action in question and not less than ten days prior to the record
date on which the Corporation's transfer books are closed with respect thereto.

         Section 7. Voting Rights. Each holder of shares of Series B Preferred
Stock shall be entitled to one vote for each share held and, except as otherwise
by law provided, the holders of Series B Preferred Stock and the holders of
Common Stock of the Corporation shall vote together as one class.

                                   DIVISION C

                                  EXPRESS TERMS
                                       OF
                          SERIES C $10 PREFERRED STOCK

         There is hereby established a third series of Preferred Stock; the
designation, number, voting powers, preferences and rights and the
qualifications, limitation, or restrictions thereof are as follows:


                                       15

   16



         Section 1. Designation. The shares of such series are designated as the
"Series C $10.00 Preferred Stock" (the "Series C Preferred Stock").

         Section 2. Authorized Number of Shares; Fractional Shares. The
authorized number of shares constituting the Series C Preferred Stock is
100,000. Series C 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 C Preferred Stock.

         Section 3. Dividends and Distributions. (A) Subject to any prior and
superior rights of the holders of any series of Preferred Stock ranking prior
and superior to the shares of Series C Preferred Stock with respect to dividends
that may be authorized by the Certificate of Incorporation, the holders of
shares of Series C Preferred Stock shall be entitled prior to the payment of any
dividends on shares ranking junior to the Series C Preferred Stock 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 the last day
of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series C Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the
provisions for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions (other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock, by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series C Preferred Stock. In the
event the Corporation shall at any time after August 26, 1987 (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 C 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.

                  (B) The Corporation shall declare a dividend or distribution
on the Series C Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series C
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

                                       16

   17



                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series C Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series C
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 C Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date.

                  (D) Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series C 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 C Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 60 days prior to the date fixed for the payment
thereof.

                  (E) Dividends in full shall not be declared or paid or set
apart for payment on the Series C Preferred Stock for a dividend period
terminating on the Quarterly Dividend Payment Date unless dividends in full have
been declared or paid or set apart for payment on the Preferred Stock of all
series (other than series with respect to which dividends are not cumulative
from a date prior to such dividend date) for the respective dividend periods
terminating on such dividend date. When the dividends are not paid in full on
all series of the Preferred Stock, the shares of all series shall share ratably
in the payment of dividends, including accumulations, if any, in accordance with
the sums which would be payable on such shares if all dividends were declared
and paid in full.

         Section 4. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation, 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 C Preferred Stock
unless, prior thereto, the holders of shares of Series C Preferred Stock shall
have received $10.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series C Liquidation Preference"). Following the payment of
the full amount of the Series C Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series C 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 (i) the Series C Liquidation Preference by (ii) 100 (as appropriately
adjusted in accordance with subparagraph C below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii) is hereinafter referred to as the "Adjustment
Number"). Following the payment of the full amount of the Series C Liquidation
Preference and the Common Adjustment in respect of all outstanding

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shares of Series C Preferred Stock and Common Stock, respectively, holders of
Series C Preferred Stock and holders of shares of Common Stock shall receive
their ratable and proportionate share, on a per share basis 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, respectively.

                  (B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series C Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, which rank on a parity with the Series C 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.

                  (C) 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 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.

                  Section 5. Conversion on Merger, Consolidation, etc. In case
the Corporation shall enter into any merger, consolidation, combination or other
transaction in which the shares of Common Stock are exchanged or changed into
other stock or securities, cash and/or any other property, then in any such case
each share of Series C 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 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time 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 C 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.

                  Section 6. Redemption. The outstanding shares of Series C
Preferred Stock shall not be redeemable.


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                  Section 7. Voting Rights. Each holder of shares of Series C
Preferred Stock shall be entitled to one hundred votes for each share held, and
except as otherwise by law provided, the holders of Series C Preferred Stock and
the holders of Common Stock of the Corporation shall vote together as one class.

                  Section 8. Condition to Issuance of any other Series. The
Certificate of Incorporation of the Corporation shall not be further amended to
provide for the issuance of any other series of Preferred Stock without the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of Series C Preferred Stock, voting separately as one voting group.

         FIFTH.  The existence of the Corporation shall be perpetual.

         SIXTH. The private property of the stockholders of the Corporation
shall not be subject to the payment of corporate debts to any extent whatever.

         SEVENTH. Provisions for the management of the business and conduct of
the affairs of the Corporation, and to define and regulate the powers of the
Corporation, the directors and the stockholders, are as follows:

                  (a) The number of directors of the Corporation shall be fixed
from time to time, as may be provided in its bylaws, but shall never be less
than three. In the case of an increase in the number of directors at any time,
the additional directors may be elected by the directors then in office, unless
otherwise provided in the bylaws. The directors shall be divided into three
classes as nearly equal in number as possible. At the 1987 Annual Meeting, one
class, consisting of four directors, shall be elected to serve until the 1988
Annual Meeting of stockholders and their successors are elected, a second class,
consisting of four directors, shall be elected to serve until the 1989 Annual
Meeting of stockholders and their successors are elected, and a third class,
consisting of three directors, shall be elected to serve until the 1990 Annual
Meeting of stockholders and their successors are elected. Thereafter, at each
annual meeting of stockholders, successors to the class of directors whose term
expires at the annual meeting shall be elected for a three-year term. The number
of directors in each of these classes shall be fixed at the number stated in the
preceding sentence unless and until otherwise fixed or changed as may be
provided in the bylaws.

                  Notwithstanding the foregoing, whenever the holders of any
class or series of preferred stock issued by the Corporation has the right,
voting separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, classification, term of office, filling
of vacancies, and other features of such directorships shall be governed by the
terms of such preferred stock.

                  (b) The Board of Directors shall have power to make, alter,
and repeal bylaws of the Corporation; but bylaws made by the directors may be
altered or repealed by the stockholders.

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                  (c) The Board of Directors may from time to time determine
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books of the Corporation shall be
open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any document, book, or account of the Corporation, except as
conferred by law, unless authorized by resolution of the Board of Directors.

                  (d) The stockholders and directors shall have power, if the
bylaws so provide, to hold their meetings and to have one or more offices within
or without the State of Delaware and, subject to the provisions of the laws of
Delaware, to keep the books, documents, and papers of the Corporation outside
the State of Delaware at such places as may be from time to time designated by
the Board of Directors.

                  (e)(1) Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, trustee, officer,
employee, or agent of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, trustee, officer, employee, or agent or in any other
capacity while serving as a director, trustee, officer, employee, or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment), against
all expense, liability, and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of his or
her heirs, executors, and administrators: provided, however, that, except as
provided in Subsection (2) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Subparagraph (e) shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition: provided,
however, that, if the Delaware Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a proceeding
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be

                                       20

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determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

                  (e)(2) If a claim under Subsection (1) is not paid in full by
the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the Delaware Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

                  (e)(3) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Subparagraph (e) shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

                  (e)(4) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, or employee of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the Corporation would have the power
to indemnify him or her against such liability under the provisions of this
Subparagraph (e) or of the Delaware Corporation Law.

                  (f) A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing

                                       21

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violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.

                  (g) Any action required or permitted to be taken by the
holders of the Common Stock of the Corporation may be taken only at a duly
called annual or special meeting of such holders and not by the consent in
writing of such holders, unless the consent in writing is signed by all such
holders. Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the affirmative vote of the holders of at least 75% of the
voting power of all the stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, shall be required
to alter, amend, or repeal this Subparagraph (g) or to adopt any provision
inconsistent herewith.

                  (h) The Corporation may in its bylaws confer powers upon its
directors in addition to those conferred herein and in addition to the powers
and authorities expressly conferred upon them by statute.

                  (i) No stockholder of the Corporation shall have any
pre-emptive right to subscribe for any additional issues of stock of the
Corporation.

         EIGHTH. At all elections of directors of the Corporation, each
stockholder shall be entitled to as many votes as shall equal the number of
votes which, except for this provision, he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected, and he may cast all such votes for a single
director or may distribute them among the number to be voted for or for any two
or more of them as he may see fit.

         NINTH. The affirmative vote of the holders of shares entitling them to
exercise at least two-thirds of the voting power of the Company shall be
required:

                  (a) To approve (1) the merger of the Company into or its
consolidation with another corporation, or (2) the merger into the Company of
another corporation if, under the Delaware Corporation Law, the affirmative vote
of holders of shares of capital stock of the Company would be required to effect
the merger, or (3) the sale, lease, exchange, or other disposition by the
Company of all, or substantially all, of its property and assets to another
corporation; or

                  (b) To approve any agreement, contract, or other arrangement
providing for any of the transactions described in subparagraph (a) above.

                  No amendment to the Certificate of Incorporation of the
Company shall amend, alter, change, or repeal any of the provisions of this
Article NINTH, unless the amendment effecting such amendment, alteration,
change, or repeal shall receive the affirmative vote or

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consent of the holders of shares entitling them to exercise at least two-thirds
of the voting power of the Company.

         TENTH. (a) Voting Requirement for Certain Business Combinations. Unless
both the fair price requirement set forth in this Subparagraph (a) and the other
conditions set forth in Subparagraph (c) below have been satisfied, the
affirmative vote of the holders of 75% of all outstanding stock of the
Corporation entitled to vote in elections of directors, voting together as a
single class, shall be required for the authorization or approval of any of the
following transactions:

                  (a)(1) The merger or consolidation of the Corporation or any
of its subsidiaries with or into an interested stockholder (as hereinafter
defined).

                  (a)(2) The sale, lease, pledge, or other disposition, in one
transaction or in a series of transactions, from the Corporation or any of its
subsidiaries to an interested stockholder, or from an interested stockholder to
the Corporation or any of its subsidiaries, of assets having an aggregate fair
market value (as hereinafter defined) equal to or exceeding 20% of the fair
market value, as determined by the continuing directors (as hereinafter
defined), of the consolidated assets of the Corporation and its subsidiaries.

                  (a)(3) The issuance, sale, or other transfer, in one
transaction or in a series of transactions, by the Corporation or any of its
subsidiaries to an interested stockholder, or by an interested stockholder to
the Corporation or any of its subsidiaries, of securities for cash or other
consideration having an aggregate fair market value equal to or exceeding 20% of
the fair market value, as determined by the continuing directors, of the
consolidated assets of the Corporation and its subsidiaries.

                  (a)(4) The liquidation or dissolution of the Corporation
proposed by an interested stockholder.

                  (a)(5) The reclassification of securities, recapitalization of
the Corporation, or other transaction that has the effect of increasing the
proportionate share of any class or series of outstanding securities of the
Corporation or any of its subsidiaries beneficially owned (as hereinafter
defined) by an interested stockholder or of otherwise diluting the position of
any stockholder of the Corporation in comparison with the position of an
interested stockholder.

                  (a)(6) Any other transaction or series of transactions that is
similar in purpose or effect to those referred to in Subsections (1) through (5)
of this Subparagraph (a).

                  This voting requirement shall apply even though no vote, or a
lesser percentage vote, may be required by law, by any other provision of this
Certificate of Incorporation, or otherwise. The term "business combination," as
used in this Article, means any of the transactions referred to in Subsections
(1) through (6) of this Subparagraph (a).

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                  (b) Fair Price Requirement. The fair price requirement will be
satisfied if the consideration to be received in the business combination by the
holders of the Corporation's Common Stock or Preferred Stock, and by the
Corporation or any of its subsidiaries, as the case may be, meets the following
tests:

                  (b)(1) If any holder of the Corporation's Common Stock or
Preferred Stock, other than an interested stockholder, is to receive
consideration in the business combination for any of the stock, the aggregate
amount of cash and fair market value of any other consideration to be received
per share may not be less than the sum of:

                  (i) the greater of (A) the highest per share price, including
         commissions, paid by the interested stockholder for any stock of the
         same class or series during the two-year period ending on the date of
         the most recent purchase by the interested stockholder of any stock of
         the same class or series, (B) the highest per share sales price
         reported for stock of the same class or series traded on a national
         securities exchange or in the over-the-counter market during the
         one-year period preceding the first public announcement of the proposed
         business transaction, or (C) in the case of Preferred Stock, the amount
         of the per share liquidation preference; plus

                  (ii) interest on the per share price calculated at the prime
         rate for unsecured short-term loans in effect at AmeriTrust Company,
         Cleveland, Ohio, on the date on which the interested stockholder became
         an interested stockholder, compounded annually from that date until the
         business combination is consummated, less the per share amount of cash
         dividends payable to holders of record on record dates from that date
         until the business combination is consummated, up to the amount of such
         interest.

                  For purposes of this Subsection (1), per share amounts will be
         adjusted for any stock dividend, stock split, or similar transaction.

                  (b)(2) The consideration to be received by holders of the
Corporation's Common Stock or Preferred Stock must be paid in cash or in the
same form as was previously paid by the interested stockholder for stock of the
same class or series; if the interested stockholder previously paid for such
stock with different forms of consideration, the consideration to be received by
the holders of the stock must be in cash or in the same form as was previously
paid by the interested stockholder for the greatest number of shares of the
stock previously acquired by it. The provisions of this Subsection (2) are not
intended to diminish the aggregate amount of cash and fair market value of any
other consideration that any holder of the Corporation's Common Stock or
Preferred Stock is otherwise entitled to receive upon the liquidation or
dissolution of the Corporation, under the terms of any contract with the
Corporation or an interested stockholder, or otherwise.


                                       24

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                  If the Corporation or any of its subsidiaries is to receive
consideration in the business combination, the consideration to be received must
be fair to the Corporation or its subsidiaries, as determined by the continuing
directors.

                  (c) Other Conditions. The other conditions will be satisfied
if, from the time the interested stockholder became an interested stockholder
until the completion of the business combination, each of the following has at
all times been and continues to be true:

                  (c)(1) The Corporation's Board of Directors has included at
least a majority of continuing directors. The term "continuing director," as
used in this Article TENTH, means an individual who (i) either was a director of
the Corporation at the time the interested stockholder became an interested
stockholder or whose nomination was subsequently approved by the other
continuing directors and (ii) is not an affiliate or associate (as hereinafter
defined) of the interested stockholder. All actions required or permitted to be
taken by the continuing directors under this Article TENTH shall be taken by the
unanimous written consent of all continuing directors or by the vote of a
majority of the continuing directors then in office at a meeting convened upon
such notice as would be required for a meeting of the full Board of Directors.

                  (c)(2) The interested stockholder has not become the
beneficial owner (as hereinafter defined) of any additional shares of Common
Stock or Preferred Stock of the Corporation, except (i) as part of the
transaction that resulted in the interested stockholder becoming an interested
stockholder, (ii) upon conversion of securities previously acquired by it, or
(iii) pursuant to a stock dividend or stock split.

                  (c)(3) The interested stockholder has not received, directly
or indirectly, the benefit (except proportionately as a stockholder) of any
loan, advance, guaranty, pledge, or other financial assistance, tax credit or
deduction, or other benefit from the Corporation or any of its subsidiaries.

                  (c)(4) A proxy or information statement describing the
business combination and complying with the requirements of the Securities and
Exchange Act of 1934, as amended, and the rules and regulations under it (or any
subsequent provisions replacing that Act and the rules and regulations under it)
has been mailed at least 30 days prior to the completion of the business
combination to the holders of all stock of the Corporation entitled to vote in
elections of directors, whether or not stockholder approval of the business
combination is required. If deemed advisable by the continuing directors, the
proxy or information statement shall contain a recommendation by the continuing
directors as to the advisability (or inadvisability) of the business combination
or an opinion by an investment banking firm, selected by the continuing
directors and retained at the expense of the Corporation, as to the fairness (or
unfairness) of the business combination to holders of the Corporation's Common
Stock or Preferred Stock other than the interested stockholder.


                                       25

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                  (c)(5) Except to the extent approved by the continuing
directors, there has been no (i) failure to pay in full, when and as due, any
dividends on the Corporation's Preferred Stock or (ii) failure to pay or
reduction in the annual rate of dividends on the Corporation's Common Stock,
whether directly or indirectly through a reclassification, recapitalization, or
otherwise.

                  (c)(6) Except to the extent approved by the continuing
directors, there has been no material change in (i) the nature of the business
conducted by the Corporation and its subsidiaries or (ii) the capital structure
of the Corporation, including but not limited to any change in the number of
outstanding shares of Common Stock, the number and series of any outstanding
Preferred Stock, and the types and aggregate principal amount of any outstanding
debt securities, except for changes resulting from the exercise of previously
issued options, warrants, or other rights, the conversion of previously issued
stock or other instruments, the issuance of previously authorized debt
securities, or the mandatory redemption or retirement of debt securities in
accordance with their terms.

                  (d) Definitions: As used in this Article TENTH:

                  (d)(1) "Affiliate" and "Associates." The terms "affiliate" and
"associate" have the meanings ascribed to them in Rule 12b-2 of the General
Rules and Regulations under the Securities and Exchange Act of 1934, as amended,
as in effect on the date of the adoption of this Certificate of Incorporation.

                  (d)(2) "Beneficial Ownership." A person or entity is deemed to
"beneficially own" stock if, directly or indirectly through any contract,
understanding, arrangement, relationship, or otherwise, that person or entity
has or shares (i) the power to vote or to dispose of, or to direct the voting or
disposition of, the stock or (ii) the right to acquire the stock pursuant to any
contract or arrangement, upon the exercise of any option, warrant, or right,
upon the conversion of any stock or other instrument, upon revocation of a
trust, or otherwise. The person or entity is also deemed to "beneficially own"
stock that is beneficially owned by affiliates and associates of that person or
entity.

                  (d)(3) "Business Combination." The term "business combination"
has the meaning ascribed to it in Subparagraph (a) of this Article TENTH.

                  (d)(4) "Continuing Directors." The term "continuing directors"
has the meaning ascribed to it in Subsection (1) of Subparagraph (c) of this
Article TENTH.

                  (d)(5) "Fair Market Value." The term "fair market value"
means, (i) in the case of securities listed on a national securities exchange or
quoted in the National Association of Securities Dealers Automated Quotation
Systems (NASDAQ), the highest sales price reported for securities of the same
class or series traded on the national securities exchange or in the
over-the-counter market during the preceding 30-day period, or if no such report
or quotation is available, the value determined by the continuing directors, and
(ii) in the case of other securities

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and of consideration or assets other than securities or cash, the value
determined by the continuing directors.

                  (d)(6) "Interested stockholder." The term "interested
stockholder" means any person or entity that, together with its affiliates and
associates, is at the time of, or has been within the two-year period
immediately prior to, the consummation of a business combination the beneficial
owner of stock having at least 25% of the aggregate voting power of all
outstanding stock of the Corporation entitled to vote in elections of directors.
The term "interested stockholder," for purposes of the requirements and
conditions of this Article TENTH, also includes the affiliates and associates of
the interested stockholder. Notwithstanding the foregoing, the Corporation and
its subsidiaries, and any profit-sharing, employee stock ownership, employee
pension, or other employee benefit plan of the Corporation or any subsidiary,
are not deemed to be "interested stockholders."

                  (e) Nothing contained in this Article TENTH shall be construed
to relieve any interested stockholder from any fiduciary obligations imposed by
law.

                  (f) Notwithstanding any other provision of this Certificate of
Incorporation or the bylaws of the Corporation (and notwithstanding the fact
that a lesser percentage may be required by law, this Certificate of
Incorporation, or the bylaws of the Corporation), the affirmative vote of the
holders of 75% of the outstanding stock of the Corporation entitled to vote in
elections of directors, voting together as a single class, shall be required to
amend or repeal, or adopt any provisions inconsistent with, this Article TENTH.

         ELEVENTH.  (a) Foreign Ownership of Stock, etc.

                  (a)(1) Notwithstanding anything to the contrary in this
Certificate of Incorporation, it is the policy of the Corporation that,
consistent with law, Foreigners shall not own or control more than the Permitted
Percentage of the shares of any class of stock of the Corporation at any time
outstanding, and, if Foreigners nevertheless at any time do own more than the
Permitted Percentage of such shares, shares owned by Foreigners may be purchased
by the Corporation, or the voting and the dividend and other distribution rights
of shares owned by Foreigners may be suspended, and the issuance of stock
certificates and the transfer of stock ownership on the books of register of the
Corporation to Foreigners may be denied, all to the extent necessary to prevent
the loss by the Corporation (or any Subsidiary or Controlled Person) of, or to
reinstate, its right to be a United States Maritime Company or to have any
license or franchise from a governmental agency that is conditioned upon some or
all of the holders of stock of the Corporation possessing prescribed
qualifications.

                  (a)(2) The Board of Directors is generally authorized to adopt
all such bylaws and resolutions and to take any and all other lawful measures
reasonably necessary, appropriate, or desirable to carry out the policy set
forth in Subparagraph (a)(1).


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                  (a)(3) Without in any way limiting the general powers and
authority set forth in Subparagraph (a)(2), the Board of Directors is
specifically authorized to take any or all of the actions specified below and,
in that regard, is authorized to take all such action and make all such
determinations as it deems necessary, appropriate, or desirable and as are in
accordance with law and not inconsistent with this Article ELEVENTH, including
making changes in any of the definitions contained in Subparagraph (i) to accord
with changes in applicable law or the rules, regulations, and practices of any
relevant governmental agency.

                  (b) Restrictions on Transfer. Any transfer, or attempted or
purported transfer, of any shares of stock issued by the Corporation that would
result in the ownership by one or more Foreigners of an aggregate percentage of
the shares of any class of stock of the Corporation in excess of the Permitted
Percentage shall, to the full extent permitted by law and for so long as such
excess exists, be ineffective as against the Corporation, and the Corporation
shall not recognize the purported transferee as a stockholder of the Corporation
for any purpose whatsoever except for the purpose of making a further transfer
to a person not a Foreigner and for purposes of the purchase or redemption of
such shares by the Corporation, effecting any other remedy available to the
Corporation, or otherwise carrying out the provisions of this Article ELEVENTH.

                  (c) No Voting Rights; Temporarily Withholding Payments of
Dividends and Other Distributions. If at any time (including the time of any
record date) ownership by Foreigners of the outstanding stock of any class of
the Corporation is in excess of the Permitted Percentage, the Corporation may,
to the full extent permitted by law, determine which shares owned by Foreigners
are deemed to be included in such excess (to be selected in a manner consistent
with the provisions of Subsection (d)(3) below), and the shares deemed to be
included in such excess shall (so long as such excess exists) not have any
voting rights, and the Corporation may (so long as such excess exists)
temporarily withhold the payment of dividends and the sharing in any other
distribution (upon liquidation or otherwise) in respect of the shares deemed to
be included in such excess; provided, however, that any such dividend or
distribution shall be set aside for payment to the owners of such shares (or
their transferees) when, as, and if such excess no longer exists or such shares
are no longer owned by Foreigners.

                  (d) Redemption of Stock. Notwithstanding any other provision
of this Certificate of Incorporation and without limiting the power of the Board
of Directors to purchase stock pursuant to Subparagraph (f), outstanding stock
of any class of the Corporation shall be subject to redemption by the
Corporation (by action of the Board of Directors, if in the judgment of the
Board such action should be taken) pursuant to Section 151(b) of the Delaware
General Corporation Law (or any other provision of law) to the extent necessary
to reduce the percentage of shares of such stock owned by Foreigners to the
Permitted Percentage. The terms and conditions of such redemption shall be as
follows:

                  (1)  the redemption price shall be the Fair Market Value of
such stock;


                                       28

   29



                  (2) the redemption price for shares owned by Foreigners in
         excess of the Permitted Percentage at the time of the merger of ON
         Corp. into Oglebay Norton Company shall be paid in cash, and the
         redemption price for shares owned by Foreigners in excess of the
         Permitted Percentage at any time subsequent to the merger may be paid
         in cash or in Redemption Securities, as determined by the Board of
         Directors;

                  (3) the shares owned by Foreigners to be redeemed shall be
         selected in such manner as shall be prescribed by the Board of
         Directors, including selection first of the shares most recently
         purchased, selection by lot or on a pro rata basis, or selection in any
         other manner that is consistent with the policy set forth in this
         Article ELEVENTH;

                  (4) the number of shares to be redeemed shall not exceed the
         number necessary to reduce the percentage of shares owned by Foreigners
         to the Permitted Percentage;

                  (5) written notice of the date of redemption (the "Redemption
         Date") shall be given to the record holders of the selected shares
         (unless waived in writing by any such holder);

                  (6) the Redemption Date shall be the later of (i) the date on
         which written notice is given to record holders and (ii) the date on
         which the funds or Redemption Securities necessary to effect the
         redemption have been deposited in trust for the benefit of such record
         holders and are subject to immediate withdrawal by them upon surrender
         of their stock certificates;

                  (7) from and after the Redemption Date, any and all rights in
         respect of the shares selected for redemption shall cease and
         terminate, and the owners of such shares shall thence-forth be entitled
         only to receive the cash or Redemption Securities payable upon
         redemption; and

                  (8) such other terms and conditions as the Board of Directors
         may reasonably determine.

                  (e) Dual Stock Certificate System and Other Actions. The Board
of Directors is authorized to adopt bylaw provisions and to take such other
action as it may deem necessary or desirable in order to carry out the policy
set forth in Subparagraph (a)(1), to impose restrictions on the transfer or the
registration of transfer of stock of any class of the Corporation, in accordance
with Section 202 of the Delaware General Corporation Law or any other provision
of law, and to determine whether outstanding stock of any class of the
Corporation is owned by Foreigners or by citizens of the United States. Such
restrictions may include a Dual Stock Certificate System.

                                       29

   30



                  (f) Purchase of Stock by the Corporation. Without limiting the
power of the Board of Directors to redeem stock owned by Foreigners in
accordance with Subparagraph (d) or generally to purchase outstanding stock or
other securities of the Corporation, the Board of Directors is authorized, in
carrying out the policy set forth in Subparagraph (a)(1), to cause the
Corporation to purchase stock of any class of the Corporation that is owned by
Foreigners. Any such purchase may be carried out at such price and under such
other terms as the Board of Directors deems appropriate and fair to the
Corporation under the circumstances.

                  (g) Ownership. Whether outstanding stock is owned by
Foreigners for the purposes of this Article ELEVENTH shall be determined under
such bylaws and resolutions, consistent with definitions of ownership under any
applicable law and the rules, regulations, and practices of any governmental
agency and not inconsistent with this Article ELEVENTH, as may be adopted from
time to time by the Board of Directors. The Corporation may, in its discretion,
rely on the stock records of the Corporation maintained in accordance with a
Dual Stock Certificate System and the certificates of transferees or with
holders to prove that shares are or are not owned by a Foreigner. Whether shares
are or are not owned by Foreigners may also be subject to proof in such other
way or ways as the Corporation may deem reasonable. The Corporation at any time
may require proof, in addition to the certification, that shares are or are not
owned or are or are not applied for by a Foreigner, and the payment of dividends
may be withheld, and any application for transfer of ownership on the books of
register of the Corporation may be rejected, until such additional proof is
submitted.

                  (h) Effectiveness. This Article ELEVENTH shall be effective
only so long as the Corporation or any Subsidiary or Controlled Person (a) is a
United States Maritime Company or has a license or franchise from a governmental
agency that is conditioned upon one or all of the holders of stock of the
Corporation possessing prescribed qualifications or (b) intends to reinstate
itself as a United States Maritime Company, or to reinstate any such license or
franchise, within a reasonable time after ceasing to be or hold the same.

                  (i)  Definitions.

                  (i)(1) "Fair Market Value" of a share of stock of any class of
the Corporation on any particular date shall mean the average (unweighted)
closing price for such a share on the New York Stock Exchange for each of the 45
trading days on which shares of stock of such class have been traded preceding
the day on which notice of a redemption is given pursuant to Subparagraph
(d)(5), except that if such class is not traded on the New York Stock Exchange,
then such closing price for each of the 45 trading days shall be those listed on
any other national security exchange on which such class is listed, and if not
listed on any national security exchange, the last sale price for each of the 45
trading days as quoted in the NASDAQ National Market System, and if not quoted
in the NASDAQ National Market System, the mean between the representative bid
and asked prices on each of the 45 trading days as quoted by NASDAQ or another
generally recognized reporting system.


                                       30

   31



                  (i)(2) "Subsidiary" shall mean any corporation more than 50%
of the outstanding stock of which is owned by the Corporation or by any
Subsidiary of the Corporation.

                  (i)(3) "Foreigner" shall mean (a) any person (including for
purposes of this Subparagraph (i) an individual, a partnership, a corporation,
or an association) that is not a United States citizen or is the representative
of or fiduciary for any person that is not a United States citizen; (b) any
foreign government or the representative thereof; (c) any corporation the
president, chief executive officer, or chairman of the board of directors of
which is a Foreigner, or of which more than a minority of its directors
necessary to constitute a quorum are Foreigners; (d) any corporation organized
under the laws of any foreign government; (e) any corporation of which a
majority of its stock is owned beneficially or of record, or may be voted by,
Foreigners, or which by any other means whatsoever is controlled by or in which
control is permitted to be exercised by Foreigners; (f) any partnership or
association which is controlled by Foreigners; (g) any corporation of which a
25% or greater interest is owned beneficially or of record by Foreigners and
which may be deemed to "control" the Corporation (the Board of Directors being
authorized to determine reasonably the meaning of "control" for this purpose);
(h) any other person deemed by the Board of Directors to be a Foreigner as to
the United States or the Corporation (or any Subsidiary) or otherwise not
possessing prescribed qualifications to be a holder of outstanding stock of the
Corporation in accordance with the policy set forth in Subparagraph (a)(1); or
(i) any person who acts as representative of or fiduciary for any person
described in clauses (a) through (h) above.

                  (i)(4) "Permitted Percentage" shall mean the lesser of the
following percentages of the outstanding shares of stock of any class of the
Corporation: (i) so long as the Corporation (or any Subsidiary or Controlled
Person) operates vessels in the United States coastwise, intercoastal, or
noncontiguous domestic trade, 25%; and (ii) so long as the Corporation (or any
Subsidiary or Controlled Person) shall have a license or franchise from a
governmental agency to conduct its business which is conditioned upon some of
the holders of stock of the Corporation possessing prescribed qualifications,
the percentage prescribed by law to possess or operate under such license or
franchise; except that the Board of Directors may reduce the lesser of the
foregoing percentages by not more than 2-1/2% in the event that the Board
determines that a reasonable margin in the amount of such reduction is
desirable, in which case "Permitted Percentage" shall mean the lesser of such
percentages reduced by such margin.

                  (i)(5) "Redemption Securities" shall mean interest bearing
promissory notes of the Corporation with a maturity of not more than 10 years
from the date of issue and bearing interest at a rate, and having other terms,
designed to ensure that the value of the promissory note at the date of issue is
equivalent to the redemption price.

                  (i)(6) "Dual Stock Certificate System" means a system under
which (i) one of two different forms of stock certificate, representing
outstanding shares of stock of any class of the Corporation, is issued to the
holders of record dependent on whether the shares are or are not owned by a
Foreigner; (ii) the forms of stock certificate for any class of the Corporation
are

                                       31

   32



marked "Foreign" for shares owned by Foreigners or "Domestic" for shares not
owned by Foreigners but are identical in all other respects and comply with all
provisions of the Delaware General Corporation Law (including Section 202(a)
thereof with respect to restrictions on transfer or registration of transfer);
(iii) when, as, and if the Permitted Percentage is reached or exceeded for any
class of stock and until the percentage of the class owned by Foreigners has
been reduced to or below the Permitted Percentage, no additional "Foreign" stock
certificates may be issued for the class to any transferee of the holder of a
"Domestic" share certificate and the Corporation will not recognize any such
transferee as an owner of stock of the Corporation for any purpose whatsoever;
(iv) a certification is required from any transferee (and from any recipient
upon original issuance) of stock of the Corporation as to whether such
transferee (or recipient), and if such transferee (or recipient) is acting as
nominee or in any other capacity for an owner, such owner, is or is not a
Foreigner and registration of transfer (or original issuance) is denied upon
refusal to furnish such certification; (v) to the extent necessary to enable the
Corporation to determine the percentage of any class of outstanding stock of the
Corporation that is owned by Foreigners for the purpose of submitting any proof
of citizenship required by law or by contract with the United States government
(or any agency thereof), the record holders and the owners of such stock may be
required from time to time to confirm their citizenship status, and dividends
payable to any such record holder and owner may, in the discretion of the Board
of Directors, be temporarily withheld until confirmation of such citizenship
status is received; and (vi) the stock records of the Corporation are maintained
in such manner as to enable determination at any time, as to each class of
outstanding stock of the Corporation, of the percentage that is owned by
Foreigners and the percentage that is owned by United States citizens.

                  (i)(7) "Controlled Person" means any corporation or
partnership of which the Corporation or any Subsidiary owns or controls an
interest in excess of 25%.

                  (i)(8) "United States Maritime Company" means any corporation
or other entity which, directly or indirectly, (i) owns or operates vessels in
the United States coastwise trade, intercoastal trade, or non-contiguous
domestic trade, (ii) owns, charters, sub-charters, or leases any vessel the
costs of construction, renovation, or reconstruction of which have been
financed, in whole or in part, by obligations insured or guaranteed under Title
XI of the Merchant Marine Act of 1936, as amended, (iii) conducts any activity,
takes any action, or receives any benefit that would be adversely affected under
any provision of the United States maritime, shipping, or vessel documentation
laws because of the ownership by Foreigners of its stock, or (iv) maintains a
Capital Construction Fund under the provisions of Section 807 of the Merchant
Marine Act of 1936, as amended.

         TWELFTH. The Corporation reserves the right to amend, alter, change, or
repeal any provision contained herein which constitutes a part of the
Certificate of Incorporation of the Corporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders are granted
subject to this reservation.


                                       32

   33


         THIRTEENTH. The name and mailing address of the incorporator is as
follows:

                                    Derek D. Bork
                                    Thompson Hine & Flory LLP
                                    3900 Key Center
                                    127 Public Square
                                    Cleveland, Ohio  44114-1216

         The undersigned, being the sole incorporator of the Corporation, does
make this certificate, hereby declaring and certifying that the facts herein
stated are true, and accordingly has hereunto set his hand on February 26, 1999.



                                                  /s/ Derek D. Bork
                                                  ------------------------------
                                                  Derek D. Bork

                                       33

EX-4.2

   1
                                                                  Exhibit 4.2

                                     BY-LAWS

                                       OF

                             OGLEBAY NORTON COMPANY
                    (formerly OGLEBAY NORTON HOLDING COMPANY)
                             A DELAWARE CORPORATION







                               As of March 5, 1999





   2





                                TABLE OF CONTENTS
                                -----------------

                                                                                                               PAGE
                                                                                                               ----

                                     OFFICES

                                                                                                        
 1.       Offices.........................................................................................        1

                                      SEAL

 2.       Seal............................................................................................        1

                             STOCKHOLDERS' MEETINGS

 3.       Place of meetings...............................................................................        1
 4.       Annual meeting..................................................................................        1
 5.       Quorum..........................................................................................        2
 6.       Voting..........................................................................................        2
 7.       Notice of annual meeting........................................................................        2
 8.       Stockholders' list..............................................................................        2
 9.       Special meetings................................................................................        3
10.       Business transacted at special meetings.........................................................        3
11.       Notice of special meetings......................................................................        3

                                    DIRECTORS

12.       Number; election; qualifications; term of office................................................        3
13.       Powers and authorities..........................................................................        3

                                    VACANCIES

14.       Vacancies.......................................................................................        3

                              MEETINGS OF THE BOARD

15.       Regular meetings................................................................................        4
16.       Special meetings................................................................................        4
17.       Quorum..........................................................................................        4

                            ACTION WITHOUT A MEETING

18.       Action by directors without a meeting...........................................................        4




   3




                                                                                                               PAGE
                                                                                                               ----

                                   COMMITTEES

                                                                                                         
19.       Executive Committee.............................................................................        4
20.       Other committees................................................................................        5

                 COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS

21.       Compensation of directors.......................................................................        5
22.       Compensation of committee members...............................................................        5

                                    OFFICERS

23.       Election and designation of officers; compensation; term of office;
          vacancies.......................................................................................        5

                              CHAIRMAN OF THE BOARD

24.       Chairman of the Board...........................................................................        6

                           VICE CHAIRMAN OF THE BOARD

24a.      Vice Chairman of the Board......................................................................        6

                                    PRESIDENT

25.       President.......................................................................................        6

                            EXECUTIVE VICE PRESIDENTS

26.       Executive Vice Presidents.......................................................................        6

                             SENIOR VICE PRESIDENTS

27.       Senior Vice Presidents..........................................................................        6

                                 VICE PRESIDENTS

28.       Vice Presidents.................................................................................        7




   4




                                                                                                               PAGE
                                                                                                               ----

                                    SECRETARY
                                                                                                         

29.       Secretary.......................................................................................        7

                                    TREASURER

30.       Treasurer.......................................................................................        7

                                 OTHER OFFICERS

31.       Other officers..................................................................................        7

                             EXECUTION OF DOCUMENTS

32.       Execution of documents..........................................................................        7

                          AUTHORITY TO VOTE SECURITIES

33.       Authority to vote securities....................................................................        7

                       DELEGATION OF AUTHORITY AND DUTIES

34.       Delegation of authority and duties of officers..................................................        8

                               STOCK CERTIFICATES

35.       Stock certificates..............................................................................        8

                               TRANSFERS OF STOCK

36.       Transfers of stock..............................................................................        8

                     LOST, STOLEN OR DESTROYED CERTIFICATES

37.       Lost, stolen or destroyed certificates..........................................................        8

                          TRANSFER AGENT AND REGISTRAR

38.       Transfer agent and registrar....................................................................        8




   5




                                                                                                               PAGE
                                                                                                               ----

                                  RECORD DATES

                                                                                                         
39.       Record dates....................................................................................        9

                             REGISTERED STOCKHOLDERS

40.       Right of corporation to recognize only record stockholders......................................        9

                               INSPECTION OF BOOKS

41.       Inspection of books.............................................................................        9

                                   FISCAL YEAR

42.       Fiscal year.....................................................................................        9

                                    DIVIDENDS

43.       Dividends.......................................................................................        9

                           DIRECTORS' ANNUAL STATEMENT

44.       Directors' annual statement.....................................................................       10

                                     NOTICES

45.       Notices.........................................................................................       10

                                   AMENDMENTS

48.       Amendments......................................................................................       12







   6



                                     BY-LAWS

                                       OF

                             OGLEBAY NORTON COMPANY
                    (formerly OGLEBAY NORTON HOLDING COMPANY)
                             A DELAWARE CORPORATION

                               As of March 5, 1999


                                     OFFICES

         1. The principal office shall be in the City of Wilmington, County of
New Castle, State of Delaware, and the name of the resident agent in charge
thereof is The Corporation Trust Company.

         The corporation shall also have an office in the City of Cleveland,
Ohio, and it may also have such other offices at such other places, either
within or without the State of Delaware, as the Board of Directors may from time
to time designate or the business of the corporation may require.

         The books of the corporation, other than the duplicate stock ledger,
which shall at all times be kept at the principal office of the corporation in
Delaware, shall be kept at such one or more of the offices of the corporation or
at such other place or places, either within or without the State of Delaware,
as the directors may from time to time determine.

                                      SEAL

         2. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware." Said seal may be used by
causing it, or a facsimile thereof, to be impressed or affixed or reproduced or
otherwise.

                             STOCKHOLDERS' MEETINGS

         3. The annual meeting of the stockholders shall be held in the office
of the corporation in the City of Cleveland, Ohio. All other meetings of the
stockholders may be held at such place within or without the State of Delaware
as shall be designated in the call for such meeting.

         4. The annual meeting of the stockholders shall be held on the last
Wednesday in April in each year at such time and place as shall be designated in
the call for such meeting and


                                       1

   7



at such meeting the stockholders shall elect, by ballot, a Board of Directors
and transact such other business as may properly be brought before the meeting.

         5. The holders of a majority of the capital stock of the corporation
present in person or represented by proxy shall constitute a quorum at all
meetings of the stockholders for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation, or by these
By-Laws; provided, however, that no action required by law, by the Certificate
of Incorporation, or by these By-Laws to be authorized or taken by a designated
proportion of the capital stock of the corporation may be authorized or taken by
a lesser proportion; and provided, further, that, if a quorum shall not be
present or represented at any meeting of the stockholders, the holders of a
majority of the voting shares present or represented thereat shall have power to
adjourn the meeting, from time to time, without notice other than announcement
at the meeting, until the requisite amount of voting stock shall be present or
represented. At such adjourned meeting, at which the requisite amount of voting
stock shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.

         6. At each meeting of the stockholders, every stockholder having the
right to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed by such stockholder, and bearing a date not
more than three years prior to said meeting, unless said instrument provides for
a longer period. On all matters, except the election of directors, each
stockholder shall have one vote for each share of stock having voting power
registered in his name on the books of the corporation. At all elections of
directors, each stockholder shall be entitled to as many votes as shall equal
the number of his shares of stock multiplied by the number of directors to be
elected, and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or any two or more of them, as
he may see fit. In the event that no record date shall be fixed for the
determination of stockholders entitled to vote at any election of directors, in
accordance with the provisions of Section 39 of these By-Laws, no share of stock
shall be voted at such election which shall have been transferred on the books
of the corporation within twenty (20) days next preceding such election. The
vote for directors and, on the demand of any stockholder, the vote upon any
question before the meeting shall be by ballot. All elections shall be had and
all questions decided by a plurality vote, except as otherwise required by law
or by these By-Laws.

         7. Written notice of the annual meeting, stating the time, place and
object thereof, shall be mailed to each stockholder entitled to vote thereat at
such address as appears on the stock book of the corporation at least ten (10)
days prior to the meeting.

         8. A complete list of the stockholders entitled to vote at the ensuing
election of directors, arranged in alphabetical order and showing the address of
each and the number of shares registered in the name of each, shall be prepared
by the Secretary and open to the examination of any stockholder during ordinary
business hours for a period of at least ten (10) days before every such
election, either at a place within the city, town, or village where the


                                       2

   8



election is to be held and which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of election during
the whole time thereof, and subject to the inspection of any stockholder who may
be present.

         9. Special meetings of the stockholders for any purpose or purposes,
unless otherwise prescribed by law, may be called by the Chairman of the Board
or by the President, and shall be called by the President or Secretary at the
request, in writing, of a majority of the Board of Directors. Such request shall
state the purpose or purposes of the proposed meeting.

         10. Business transacted at all special meetings shall be confined to
the objects stated in the call.

         11. Written notice of any special meeting of the stockholders stating
the time, place and object thereof, shall be mailed, postage prepaid, at least
ten (10) days before such meeting, to each stockholder entitled to vote thereat,
at such address as appears on the books of the corporation.

                                    DIRECTORS

         12. The property and business of this corporation shall be managed by
its Board of Directors, consisting of such number of members, not less, however,
than three, as the stockholders may determine at any annual or special meeting
called for the purpose of electing directors at which a quorum is present, by
the affirmative vote of a majority of the capital stock which is represented at
the meeting and entitled to vote on such proposal. Unless so determined by the
stockholders, the number shall be ten, of which three shall be directors of the
class whose term expires in 1996 and every three years thereafter, four shall be
directors of the class whose term expires in 1997 and every three years
thereafter, and three shall be directors of the class whose term expires in 1998
and every three years thereafter. Whenever the stockholders shall have so
determined the number, such number shall be deemed the authorized number of
directors until the same shall be changed by vote of the stockholders as
aforesaid or by amendment of these By-Laws. Directors need not be stockholders.
They shall be elected at the annual meeting of the stockholders, and each
director shall be elected to serve until his successor shall be elected and
shall qualify.

         13. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the directors may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law, by the
Certificate of Incorporation, or by these By-Laws directed or required to be
exercised or done by the stockholders.

                                       3

   9



                                    VACANCIES

         14. If the office of any director or directors becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office or
otherwise, the remaining directors, though less than a quorum, shall choose a
successor or successors who shall hold office until the next annual meeting of
stockholders at which the class or classes of directors in which the vacancy or
vacancies occur shall be elected and until a successor or successors shall have
been duly elected and qualified, unless sooner displaced.

                              MEETINGS OF THE BOARD

         15. Regular meetings of the Board shall be held on the last Wednesday
of January, April, July, September, October and December at such hour and place
and upon such notice, if any, as the Board shall determine. In the event the
last Wednesday is a holiday or for any reason is deemed by the Board to be
inappropriate, then the meeting shall be held on such alternate date as may be
determined by the Board.

         16. Special meetings of the Board may be called by the Chairman of the
Board or by the President on one (1) day's notice to each director, either
personally or by mail, telegram, or cablegram. Special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of two (2) directors.

         17. At all meetings of the Board, a majority of the directors shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by law, by the Certificate of Incorporation, or
by these By-Laws.

                            ACTION WITHOUT A MEETING

         18. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

                                   COMMITTEES

         19. The Board of Directors shall by resolution appoint an Executive
Committee consisting of not less than four or more than eight directors of the
corporation, as the Board shall determine, together with such alternates as the
Board may deem advisable. The Executive Committee shall meet as called by either
the Chairman of that Committee or the Secretary of the Company, at such place or
places as they may from time to time determine. The Executive

                                       4

   10



Committee shall have and may exercise all of the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation permissible under Section 141(c)(2) of the Delaware General
Corporation Law, as it may be amended from time to time, when the Board is not
in session, subject to any specific resolutions of the Board of Directors.
Unless otherwise ordered by the Board of Directors, the Executive Committee may
prescribe its own rules for calling and holding meetings and for its own
procedures and may act at a meeting by a majority of its members or without a
meeting by written consent of all of its members. The Executive Committee shall
cause the Secretary to keep full and complete records of all meetings and
actions, which shall be open to inspection by any director. Each member of the
Executive Committee and each alternate shall hold office during the pleasure of
the Board of Directors.

         20. The Board of Directors may by resolution appoint one or more
additional committees, each committee to consist of two or more directors of the
corporation and to have such authority and to perform such duties as may from
time to time be determined by the Board of Directors.

                 COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS

         21. Each member of the Board of this Company, with the exception of
salaried officers or employees of the Company or its subsidiaries, shall be paid
a quarterly retainer in an amount as determined from time to time by resolution
adopted by the Board of Directors or its Compensation and Organization Committee
for each quarter in which such director serves, payable in February, May, August
and November, covering the quarter commencing with the month in which such
payment is payable and, in addition, shall receive 200 shares of the common
stock of the Company on the date upon which the Board of Directors holds its
meeting next succeeding the annual meeting of the Company's stockholders. In
addition, each member of the Board of Directors and each "honorary" member of
the Board of Directors, with the exception of salaried officers or employees of
the Company or its subsidiaries, shall receive for such member's attendance at
each meeting of the Board of Directors a fee in an amount as determined from
time to time by resolution adopted by the Board of Directors or its Compensation
and Organization Committee, plus travel expenses incurred by such member in
attending any meeting or in pursuance of any activity on behalf of the Company
or its subsidiaries.

         22. Each member of the Executive Committee, the Compensation and
Organization Committee, the Audit Committee and such other committee as may from
time to time be appointed by the Board of Directors, with the exception of
salaried officers or employees of the Company or its subsidiaries, shall receive
for his attendance at each such committee meeting a fee in an amount as
determined from time to time by resolution adopted by the Board of Directors or
its Compensation and Organization Committee, plus travel expenses incurred by
him in attending any meeting or in pursuance of any activity on behalf of the
Company or its subsidiaries.

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                                    OFFICERS

         23. The Board of Directors shall elect a Chairman of the Board, a
President, one or more Vice Presidents, any one or more of whom may be
designated Executive Vice Presidents and any one or more of whom may be
designated Senior Vice Presidents, a Treasurer and a Secretary. The Board of
Directors may elect such other officers as in its discretion it deems necessary.
The Chairman of the Board, the Vice Chairman of the Board, and the President
shall be directors, but no other one of the officers need be a director. Any
two, but not more than two, of such offices may be held by the same person. The
compensation of all of the officers of the corporation shall be fixed by the
Board of Directors. Officers elected by the Board of Directors shall hold office
until their successors are chosen and qualified in their stead. Any officer
elected by the Board of Directors shall hold office during the pleasure of the
Board. If the office of any officer or officers becomes vacant, the vacancy may
be filled by the Board of Directors.

                              CHAIRMAN OF THE BOARD

         24. The Chairman of the Board shall preside at all meetings of the
Board of Directors and shall have such other authority and perform such other
duties as may be determined by the Board of Directors.

                           VICE CHAIRMAN OF THE BOARD

         24a. The Vice Chairman of the Board shall have such authority as may be
determined by the Board of Directors and perform such duties as may be assigned
to him by the Chairman of the Board.

                                    PRESIDENT

         25. The President shall preside at all meetings of the stockholders.
Subject to directions of the Board of Directors, he shall have general executive
authority and responsibility with respect to the business and affairs of the
corporation, and shall have such other authority and perform such other duties
as may be determined by the Board of Directors.

                            EXECUTIVE VICE PRESIDENTS

         26. The Executive Vice Presidents shall exercise all of the authority
and perform all of the duties of the President in case of the absence or
disability of the latter or when circumstances prevent the latter from acting,
and shall have such other authority and perform such other duties as may be
determined by the Board of Directors.


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                             SENIOR VICE PRESIDENTS

         27. The Senior Vice Presidents shall exercise all of the authority and
perform all of the duties of the President in case of the absence or disability
of both the President and the Executive Vice Presidents or when circumstances
prevent both the President and the Executive Vice Presidents from acting, and
shall have such other authority and perform such other duties as may be
determined by the Board of Directors.

                                 VICE PRESIDENTS

         28. The Vice Presidents severally shall have such authority and perform
such duties as may be determined by the Board of Directors or by the President.

                                    SECRETARY

         29. The Secretary shall record all of the proceedings of the meetings
of the stockholders, the Board of Directors, and the Executive Committee. He
shall keep such other books as may be required by the Board of Directors, shall
give notices of meetings of the stockholders, the Board, and the Executive
Committee required by law, by these By-Laws, or otherwise, shall attest, on
behalf of the corporation, all documents requiring the attestation of the
Secretary, and shall have such authority and perform such other duties as may be
determined by the Board of Directors.

                                    TREASURER

         30. The Treasurer shall receive and have in charge all money, bills,
notes, bonds, stocks in other corporations, and similar property belonging to
the corporation, and shall hold and dispose of the same as may be ordered by the
Board of Directors. He shall keep accurate financial accounts and hold the same
open for the inspection and examination of the directors and shall have such
authority and perform such other duties as may be determined by the Board of
Directors.

                                 OTHER OFFICERS

         31. The Assistant Secretaries and the Assistant Treasurers, if any, and
any other officers whom the Board of Directors may elect shall, respectively,
have such authority and perform such duties as may be determined by the Board of
Directors.

                             EXECUTION OF DOCUMENTS

         32. Except as otherwise provided in these By-Laws, or by resolutions of
the Board, all documents evidencing conveyances by or contracts or other
obligations of the corporation shall

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be signed by the President, the Executive Vice President, a Senior Vice
President, or a Vice President, and attested by the Secretary or an Assistant
Secretary.

                          AUTHORITY TO VOTE SECURITIES

         33. The Chairman of the Board, the President, the Executive Vice
President, and the Senior Vice Presidents are each authorized to vote, appoint
proxies, and execute consents, waivers, and releases with respect to securities
of other corporations owned by the corporation.

                       DELEGATION OF AUTHORITY AND DUTIES

         34. The Board of Directors is authorized to delegate the authority and
duties of any officer to any other officer and generally to control the action
of the officers and to require the performance of duties in addition to those
mentioned in these By-Laws.

                               STOCK CERTIFICATES

         35. Every holder of stock in the corporation shall be entitled to one
or more certificates, signed by the Chairman of the Board, the President, the
Executive Vice President, or a Senior Vice President and by the Secretary, the
Treasurer, an Assistant Secretary, or an Assistant Treasurer, certifying the
number of shares owned by him in the corporation. When such a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any of said officers of the corporation may be facsimile, engraved, stamped, or
printed. Although any officer of the corporation whose manual or facsimile
signature is affixed to such a certificate ceases to be such officer before the
certificate is delivered, such certificate nevertheless shall be effective in
all respects when delivered.

                               TRANSFERS OF STOCK

         36. Stock of the corporation shall be transferable upon the books of
the corporation by the holders thereof, in person, or by a duly authorized
attorney, and new certificates shall be issued upon surrender and cancellation
of certificates for a like number of shares, with duly executed assignment or
power of transfer endorsed thereon or attached thereto, and with such proof of
the authenticity of the signatures to such assignment or power of transfer as
the corporation or its agents may reasonably require.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

         37. The corporation may issue a new stock certificate in the place of
any certificate alleged to have been lost, stolen or destroyed. The Board of
Directors may require the owner, or his legal representative, to give the
corporation a bond sufficient to indemnify the corporation against any claim
that may be made against it on account of the issuance of such new certificate.


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A new certificate may be issued without requiring any bond when, in the judgment
of the directors, it is proper to do so.

                          TRANSFER AGENT AND REGISTRAR

         38. The Board of Directors may, from time to time, appoint, or revoke
the appointment of, transfer agents and registrars and may require all stock
certificates to bear the signatures of such transfer agents and registrars or
any of them.

                                  RECORD DATES

         39. The Board of Directors may fix in advance a date, not exceeding
fifty (50) days preceding the date of any meeting of stockholders, or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining the consent of stockholders for
any purpose, as a record date for the determination of the stockholders entitled
to notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

         40. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof, and, accordingly,
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided by the laws of Delaware.

                               INSPECTION OF BOOKS

         41. The directors shall determine, from time to time, whether and if
allowed, when and under what conditions and regulations, the accounts and books
of the corporation (except such as may by statute be specifically open to
inspection), or any of them, shall be open to the inspection of the
stockholders, and the stockholders' rights in this respect are and shall be
restricted and limited accordingly.


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                                   FISCAL YEAR

         42. The fiscal year shall begin on the first day of January in each
year.

                                    DIVIDENDS

         43. Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock.

         Before payment of any dividend, there may be set aside, out of any
funds of the corporation available for dividends, such sum or sums as the
directors, from time to time, in their absolute discretion, think proper, as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation; and the directors may abolish any such reserve in the manner in
which it was created.

                           DIRECTORS' ANNUAL STATEMENT

         44. The Board of Directors shall present at each annual meeting, and
when called for by vote of the stockholders, at any special meeting of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     NOTICES

         45. Except as provided in Sections 46 and 47, whenever, under the
provisions of these By-Laws, notice is required to be given to any director,
officer or stockholder, it shall not be construed to mean personal notice, but
such notice as may be given in writing by mail, by depositing the same in the
post office or letter box in a postpaid, sealed wrapper, addressed to such
stockholder, officer or director at such address as appears on the books of the
corporation; and such notice shall be deemed to be given at the time when the
same shall be thus mailed.

         Any stockholder, director or officer may waive any notice required to
be given by law, by the Certificate of Incorporation or by these By-Laws and
shall be deemed to have waived notice of any meeting which he shall attend
without protesting, prior to or at the commencement of such meeting, the lack,
of proper notice thereof.

         46. At any annual or special meeting of stockholders, proposals by
stockholders shall be considered only if the stockholder intending to make the
proposal is entitled to vote on the proposal at the meeting, advance notice of
the intention to make the proposal is timely given in accordance with this
Section 46 and the proposal are otherwise proper for consideration under
applicable law and the Certificate of Incorporation. Notice of any such
stockholder proposal


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must be given in writing to the Secretary, and received at the corporation's
principal executive offices, not less than sixty (60) nor more than ninety (90)
days prior to the scheduled date of the meeting, as disclosed by the corporation
to its stockholders or in other public notice (including, in the case of an
annual meeting, disclosure in the proxy statement for the previous year); except
that, if notice to the stockholders or prior public disclosure of the scheduled
date of the meeting is first given or made less than seventy-five (75) days
prior to the date of the meeting, the written notice of the intention to make
the stockholder proposal must be given to the Secretary not later than the close
of business on the fifteenth (15th) day following the day on which such notice
to the stockholders or public disclosure (whichever occurs earlier) is first
given or made. Notice of the anticipated date of the annual meeting included in
the corporation's proxy statement for the prior year will, for this purpose, be
adequate notice of the date of the meeting unless the date is subsequently
advanced by more than 30 days or delayed by more than 90 days. Any notice of the
intention to make a stockholder proposal shall be accompanied by the text of the
proposal and a brief written statement of the reasons why the stockholder favors
the proposal and shall set forth (i) the stockholder's name and record address,
(ii) a representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at the meeting and intends to appear in person or
by proxy at the meeting to make the proposal, (iii) a description of all
arrangements or understandings between the stockholder and any other person
(naming that person) pursuant to which the proposal is to be made, and (iv) the
number and class of all shares of stock of the corporation beneficially owned
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) by
the stockholder and any material interest of the stockholder in the proposal
(other than any interest solely as a stockholder). The person presiding at the
meeting shall determine whether the notice of the stockholder proposal has been
duly given and shall direct that the proposal not be considered if the notice
(together with all information required to be submitted by the stockholder under
this Section 46) has not been given.

         47. Subject to the rights of the holders of any class or series of
preferred stock of the corporation, a stockholder may make nominations for the
election of directors at an annual or special meeting of stockholders only if
the stockholder intending to make the nominations is entitled to vote for the
election of directors at the meeting and written notice of the intention to make
the nominations is timely given as provided in this Section 47. Notice of any
such stockholder nominations must be given in writing to the Secretary, and
received at the corporation's principal executive offices, not less than sixty
(60) nor more than ninety (90) days prior to the scheduled date of the meeting,
as disclosed by the corporation to its stockholders or in other public notice
(including, in the case of an annual meeting, disclosure in the proxy statement
for the previous year); except that, if notice to the stockholders or prior
public disclosure of the scheduled date of the meeting is first given or made
less than seventy-five (75) days prior to the date of the meeting, the written
notice of the intention to make the nominations must be given to the Secretary
not later than the close of business on the fifteenth (15th) day following the
day on which such notice to the stockholders or public disclosure (whichever
occurs earlier) is first given or made. Any notice of a stockholder's intention
to make such nominations shall set forth: (i) as to each person who is not an
incumbent director when the stockholder proposes to nominate that person for
election as a director, (A) the name, age, and

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business and residence address of that person, (B) the principal occupation and
employment of that person during the past five years and the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on, (C) all positions of that person as a director,
officer, partner, employee or controlling stockholder of any corporation or
other organization, (D) the class and number of shares of stock of the
corporation that are beneficially owned (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934) by that person, (E) any other information
regarding the person that would be required, pursuant to Item 401 of Regulation
S-K adopted by the Securities and Exchange Commission (or the corresponding
provisions of any regulations subsequently adopted by the Securities and
Exchange Commission applicable to the corporation), to be included in a proxy
statement of the corporation complying with the proxy rules of the Securities
and Exchange Commission if that person were nominated by the board of directors
of the corporation, and (F) the written consent of that person to serve as a
director of the corporation, and (ii) as to the stockholder giving the notice,
(A) the name and record address of the stockholder, (B) a representation that
the stockholder is a holder of record of stock of the corporation entitled to
vote at the meeting and intends to appear in person or by proxy at the meeting
to nominate the person specified in the notice, (C) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person (naming that person) pursuant to which the nomination is to be
made, and (D) the class and number of shares of stock of the corporation that
are beneficially owned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) by the stockholder.

                                   AMENDMENTS

         48. The By-Laws of the corporation may be amended, or new By-Laws may
be adopted, by the Board of Directors by the affirmative vote of a majority of
the directors present at any meeting of the Board at which there is a quorum
present and acting; or they may be amended, or new By-Laws may be adopted, by
the stockholders, at any regular or special meeting thereof, by the affirmative
vote of a majority of the stock issued and outstanding and entitled to vote
thereat, if notice of the proposed amendment be contained in the notice of the
meeting, or without a meeting by the written consent of the holders of all of
the issued and outstanding stock of the corporation. No amendment of these
By-Laws with respect to the time or place for the election of directors shall be
made within sixty (60) days next before the day on which such election is to be
held. In case of any amendment of these By-Laws with respect to such time or
place, notice thereof shall be given to each stockholder, in the manner provided
in Section 45 of these By-Laws, at least twenty (20) days before the first
election following such amendment is held. Any amendment of Section 46 or
Section 47 of these By-Laws adopted by stockholders at an annual or special
meeting shall only be effective for subsequent meetings and shall not eliminate
or modify the requirement for advance notice of stockholder proposals or
stockholder nominations for the election of directors, as the case may be, made
at the meeting at which the amendment is adopted.

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