Exhibit 3

                        AMENDED ARTICLES OF INCORPORATION

                                       of

                                    DPL INC.

     First: The name of the Corporation is DPL Inc.

     Second: The place in the State of Ohio where its principal office is to be
located is the City of Dayton, Montgomery County, Ohio.

     Third: The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Section
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

     Fourth: The authorized number of shares of the Corporation is 258,000,000,
which shall be classified as follows:

     8,000,000 Preferred Shares, without par value (hereinafter called
"Preferred Shares"); and

     250,000,000 Common Shares, with a par value of $.01 per Share (hereinafter
called "Common Shares").

     Section 1. Preferred Shares. The express terms and provisions of the
Preferred Shares are as follows:

     I. Preferred Shares may be issued in series from time to time. Within the
limitations and restrictions set forth in this Article Fourth, the Board of
Directors is expressly authorized, at one time or from time to time, to adopt
amendments to the Articles of Incorporation in respect of any authorized and
unissued Preferred Shares to fix or alter the division of such shares into
series, the designation and number of shares of each series, the dividend rates,
redemption rights, redemption prices, liquidation prices, sinking fund
requirements, conversion rights, and restrictions on issuance of shares of the
same series or of any other class or series. The express terms and provisions of
Preferred Shares of different series shall be identical except that there may be
variations in respect of any or all of the particulars hereinbefore set forth in
this subsection I. In case the stated dividends or the amounts payable on
dissolution, liquidation, or sale of assets of the Corporation are not paid in
full, all Preferred Shares of all series shall participate ratably in the
payment of dividends, including accumulations, if any, in proportion to the sums
which would be payable thereon if all dividends thereon were paid in full, and,
in any distribution of assets other than by way of dividends, in proportion to
the sums which would be payable on such distribution if all sums payable thereon
to holders of Preferred Shares were discharged in full.

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     II. The holders of Preferred Shares shall be entitled to receive when and
as declared out of the surplus of the Corporation, subject to any limitations
prescribed by statute, cash dividends at the respective rates and on the
respective dates fixed by the Board of Directors for the shares of the several
series of Preferred Shares, and no more. Dividends on each Preferred Share shall
be cumulative from the date fixed therefor by the Board of Directors.

     III. Except as otherwise expressly provided in this Article Fourth, the
Corporation shall have the right to redeem the Preferred Shares of any one or
more series at any time, either in whole or in such portions, as, from time to
time, the Board of Directors may determine, upon the payment to the respective
holders thereof of the "General Redemption Price" thereof. The General
Redemption Price for shares of each series shall be an amount equal to the sum
of (a) the redemption price fixed by the Board of Directors for the shares of
such series prior to the initial issuance of the first shares of such series;
and (b) an amount equivalent to all accumulated and unpaid dividends on the
shares to be redeemed to the date fixed for redemption (hereinafter referred to
as the "Redemption Date"), whether or not such dividends shall have been earned
or declared. In lieu of such payment the Corporation may deposit the General
Redemption Price of the shares to be redeemed on or prior to the Redemption
Date, with such responsible bank or trust company as may be designated by the
Board of Directors, in trust, for payment on or after the date of such deposit
(without awaiting the Redemption Date) to the holders of Preferred Shares then
to be redeemed. If less than the whole amount of outstanding Preferred Shares of
any particular series shall be redeemed at any time, the shares thereof to be
redeemed shall be selected by lot.

     Notice of any such redemption, in whole or in part, and of any such deposit
made or to be made of such General Redemption Price, shall be mailed to each
holder of Preferred Shares so to be redeemed, at his address registered with the
Corporation, not less than thirty days prior to the Redemption Date, and, if
less than all of such shares owned by such shareholders are to be redeemed, the
notice shall specify the number of shares thereof which are to be redeemed. Such
notice having been so given, or irrevocable written authority to the depository
having been given at the time of making the deposit provided for herein
forthwith to give such notice, all rights of the respective holders of such
shares as shareholders of the Corporation by reason of the ownership of such
shares, except the right to receive the General Redemption Price of such shares
upon presentation and surrender of their respective certificates representing
such shares, shall cease from and after the Redemption Date (unless default
shall be made by the Corporation in providing moneys for the payment of the
General Redemption Price), or, if the General Redemption Price shall have been
deposited on or prior to the Redemption Date as above permitted, from and after
the date of such deposit; provided, however, that in lieu of the right to
receive the General Redemption Price, any rights of conversion or exchange may
be exercised up to the close of business on the Redemption Date. If after such
deposit any Preferred Shares so called shall be so converted or exchanged, the
amount theretofore deposited with the depository for the redemption thereof
shall forthwith be paid over by it to the Corporation. Any other moneys so
deposited which shall remain unclaimed by the holders of Preferred Shares so
called for redemption at the end of two years after the Redemption Date shall be
paid by such depository to the Corporation, after which the holders of such
Preferred Shares shall look only to the Corporation for payment of the General
Redemption Price thereof, without interest.

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     IV. Upon the dissolution, liquidation or sale of all or substantially all
the assets of the Corporation, the holders of Preferred Shares shall be entitled
to receive the following sums, before any payment shall be made to the holders
of Common Shares with respect to payment upon dissolution, liquidation or sale
of assets:

     (a) in case of any involuntary dissolution or liquidation or forced sale of
all or substantially all of the assets of the Corporation, each Preferred Share
of each series shall be entitled to receive the amount fixed for such
contingency by the Board of Directors for the shares of such series prior to the
issuance of the first shares of such series, together with a sum, whether or not
earned or declared, equivalent to all accumulated and unpaid dividends thereon
to the date of such payment; or

     (b) in case of any voluntary dissolution or liquidation or voluntary sale
of all or substantially all of the assets of the Corporation, each Preferred
Share of each series shall be entitled to receive the amount fixed for such
contingency by the Board of Directors for the shares of such series prior to the
initial issuance of the first shares of such series, together with a sum,
whether or not earned or declared, equivalent to all accumulated and unpaid
dividends thereon to the date of such payment.

     After all sums payable on the Preferred Shares as herein provided upon a
particular contingency shall have been paid in full, but not prior thereto, the
Common Shares shall be entitled to payment of all other sums then distributable.
For the purposes of this subsection IV, a consolidation or merger of the
Corporation with or into any other corporation, or a consolidation or merger of
any other corporation with or into the Corporation shall not be deemed a
dissolution, liquidation, or sale of assets.

     V. The holders of Preferred Shares shall be entitled to one vote for each
Preferred Share held by them respectively.

     VI. So long as any of the Preferred Shares shall remain outstanding, no
dividend (other than dividends payable in Common Shares) shall be paid, nor
shall any distribution (by purchase, redemption, payment to any sinking fund, or
otherwise, other than stock splits) be made, on any of the Common Shares unless:

     (a) all dividends on all outstanding Preferred Shares shall have been paid
and full dividends thereon for the then current quarterly dividend period shall
have been declared and a sum sufficient for the payment thereof set apart
therefor; and

     (b) the Corporation shall not be in arrears in respect of any sinking fund
obligation in respect of any series of Preferred Shares.

     VII. Preferred Shares acquired by the Corporation through the exercise by
the holders thereof of any conversion privilege shall not be re-issued except as
hereinafter provided. Such shares and any other Preferred Shares acquired
otherwise than through the operation of any

                                       29



sinking fund and not used to reduce the amount of any sinking fund installment
shall, upon compliance with such provisions of law relating to the retirement of
shares as may be applicable, have the status of authorized and unissued
Preferred Shares which are unclassified into any series. Preferred Shares
acquired by the Corporation through the operation of any sinking fund or which
have been used to reduce the amount of any sinking fund installment shall be
cancelled and not re-issued, and the Corporation shall from time to time take
appropriate corporate action to reduce the authorized number of Preferred Shares
accordingly.

     VIII. No holder of Preferred Shares of any series, as such holder, shall
have any preemptive rights in, or preemptive rights to purchase or subscribe to,
any shares of the Corporation, or any bonds, debentures, or other securities
convertible into any shares of the Corporation, other than such rights of
conversion or exchange as shall be expressly granted by the Board of Directors
prior to the initial issuance of the first shares of the series of which such
Preferred Shares shall constitute a part.

     IX. There shall be a series of the Preferred Shares consisting of 1,200,000
shares and designated as "Series A Preferred Shares," which shall have, in
addition to the terms set forth elsewhere in these Articles of Incorporation,
the following preferences, limitations and relative rights:

          (a)(1) The holders of Series A Preferred Shares, in preference to the
     holders of Common Shares, shall be entitled to receive, when, as and if
     declared by the Board of Directors out of funds legally available for the
     purpose, quarterly dividends payable in cash on the first 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 Series A
     Preferred Share or fraction thereof, in an amount per share (rounded to the
     nearest cent) equal to the greater of (i) $47.00 or (ii) subject to the
     provision for adjustment hereinafter set forth, 200 times the aggregate per
     share amount of all cash dividends, and 200 times the aggregate per share
     amount (payable in kind) of all non-cash dividends or other distributions
     other than a dividend payable in Common Shares or a subdivision of the
     outstanding Common Shares (by reclassification or otherwise), declared on
     the Common Shares since the immediately preceding Quarterly Dividend
     Payment Date or, with respect to the first Quarterly Dividend Payment Date,
     since the first issuance of any Series A Preferred Share or fraction
     thereof. In the event the Corporation shall at any time on or after
     September 25, 2001, declare or pay any dividend on Common Shares payable in
     Common Shares, or effect a split or subdivision or combination or
     consolidation of the outstanding Common Shares (by reclassification or
     otherwise than by payment of a dividend in Common Shares) into a greater or
     lesser number of Common Shares, then in each such case the amount to which
     holders of Series A Preferred Shares were entitled immediately prior to
     such event under clause (ii) of the preceding sentence shall be adjusted by
     multiplying such amount by a fraction the numerator of which is the number
     of Common Shares outstanding immediately after such event and the
     denominator of which is the number of Common Shares that were outstanding
     immediately prior to such event.

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          (2) The Corporation shall declare a dividend or distribution on the
     Series A Preferred Shares as provided in paragraph (1) of this Subsection
     IX(a) immediately after it declares a dividend or distribution on the
     Common Shares (other than a dividend payable in Common Shares); provided
     that, in the event no dividend or distribution shall have been declared on
     the Common Shares during the period between any Quarterly Dividend Payment
     Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
     $47.00 per share on the Series A Preferred Shares shall nevertheless be
     payable on such subsequent Quarterly Dividend Payment Date.

          (3) Dividends shall begin to accrue and be cumulative on outstanding
     Series A Preferred Shares from the Quarterly Dividend Payment Date next
     preceding the date of issue of such Series A Preferred Shares, 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 Series A Preferred Shares
     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. Accrued
     but unpaid dividends shall not bear interest. Dividends paid on the Series
     A Preferred Shares 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 Series A Preferred Shares entitled to receive
     payment of a dividend or distribution declared thereon, which record date
     shall be not more than 60 days prior to the date fixed for the payment
     thereof.

          (b) The amount payable on each Series A Preferred Share upon the
     voluntary or involuntary dissolution or liquidation or the voluntary or
     forced sale of all or substantially all the assets of the Corporation shall
     be an amount equal to the greater of (i) $26,000 or (ii) subject to the
     provision for adjustment hereinafter set forth, 200 times the aggregate per
     share amount to be distributed to holders of Common Shares, in either case
     together with an amount equal to accumulated and unpaid dividends as
     specified in Subsection IV of this Section 1. In the event the Corporation
     shall at any time on or after September 25, 2001, declare or pay any
     dividend on Common Shares payable in Common Shares, or effect a split or
     subdivision or combination or consolidation of the outstanding Common
     Shares (by reclassification or otherwise than by payment of a dividend in
     Common Shares) into a greater or lesser number of Common Shares, then in
     each such case the aggregate amount to which holders of Series A Preferred
     Shares were entitled immediately prior to such event under clause (ii) of
     the preceding sentence shall be adjusted by multiplying such amount by a
     fraction the numerator of which is the number of Common Shares outstanding
     immediately after such event and the denominator of which is the number of
     Common Shares that were outstanding immediately prior to such event.

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          (c) In case the Corporation shall enter into any consolidation,
     merger, combination or other transaction in which the Common Shares are
     exchanged for or changed into other shares or securities, cash and/or any
     other property, then in any such case the Series A Preferred Shares then
     outstanding 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 200 times the aggregate amount of shares, securities, cash
     and/or any other property (payable in kind), as the case may be, into which
     or for which each Common Share is changed or exchanged. In the event the
     Corporation shall at any time on or after September 25, 2001, declare or
     pay any dividend on Common Shares payable in Common Shares, or effect a
     split or subdivision or combination or consolidation of the outstanding
     Common Shares (by reclassification or otherwise) into a greater or lesser
     number of Common Shares, then in each such case the amount set forth in the
     preceding sentence with respect to the exchange or change of Series A
     Preferred Shares shall be adjusted by multiplying such amount by a fraction
     the numerator of which is the number of Common Shares outstanding
     immediately after such event and the denominator of which is the number of
     Common Shares that were outstanding immediately prior to such event.

          (c) The Series A Preferred Shares shall not be redeemable.

     X. There shall be a series of the Preferred Shares consisting of 6,800,000
shares and designated as "Series B Voting Preferred Shares" (the "Series B
Preferred Shares") which shall have, in addition to the terms set forth
elsewhere in these Articles of Incorporation, the following preferences,
limitations and relative rights:

     (a) The Series B Preferred Shares shall, with respect to dividends and
rights upon liquidation, dissolution or winding up, whether voluntary or
involuntary, rank (i) senior to the Common Shares, and, subject to clause (d) of
this Subsection X, to each other class of capital shares or series of Preferred
Shares or other equity-linked security established after the date on which the
first share of Series B Preferred Shares is issued by the Corporation (the
"Original Issue Date"), the terms of which do not expressly provide that it
ranks senior to or on a parity with the Series B Preferred Shares as to
dividends and rights upon liquidation, dissolution or winding up, whether
voluntary or involuntary (collectively referred to with the Common Stock as
"Junior Securities"), and (ii) on parity only with any shares of Series A
Preferred Shares ("Parity Securities") issued by the Corporation in the future.

     (b)(1) The holders of outstanding shares of Series B Preferred Shares shall
be entitled to receive, when, as and if declared by the Board of Directors, out
of the assets of the Corporation which are, by law, available for such payment,
cumulative dividends, payable in cash, at a rate per annum, for each Series B
Preferred Share, equal to 8.5% of the sum of (i) $0.01 per share (the "Original
Issue Price") and (ii) all compounded accumulated and unpaid dividends on such
Series B Preferred Share from the Original Issue Date, in each case, as adjusted
for any stock dividends, combinations or splits or similar events with respect
to such share. Such dividends shall be paid and compounded quarterly on the
first day of March, June, September and December in each year commencing with a
payment on March 1, June 1, September 1 or

                                       32



December 1 immediately following the Original Issue Date of dividends accrued
from the Original Issue Date. Each such dividend shall be payable to the holders
of record of Series B Preferred Shares as they appear on the share register of
the Corporation on the corresponding Record Date. As used herein, the term
"Record Date" means, with respect to the dividend payable on March 1, June 1,
September 1 and December 1, respectively of each year, the preceding February
15, May 15, August 15 and November 15, or such other record date, not more than
60 days or less than 10 days preceding the payment dates thereof, as shall be
fixed by the Board of Directors.

     (2) The amount of dividends payable for each full dividend period for the
Series B Preferred Shares shall be computed by dividing the annual 8.5% dividend
rate by four. The amount of dividends payable for the initial dividend period,
or any other period shorter or longer than a full dividend period, on the Series
B Preferred Shares shall be computed on the basis of twelve 30-day months and a
360-day year.

     (3) Dividends on the Series B Preferred Shares shall accumulate and
compound quarterly whether or not the Corporation has earnings or profits,
whether or not there are funds legally available for payment of such dividends
and whether or not dividends are declared. Dividends will accumulate and
compound quarterly to the extent they are not paid. The Corporation shall take
all actions required or permitted under the General Corporation Law of Ohio to
permit the payment of dividends on the Series B Preferred Shares and shall
declare and pay such dividends to the extent there are funds legally available
therefor.

     (4) Except as described in the next succeeding sentence, unless full
cumulative dividends on all outstanding Series B Preferred Shares for all past
dividends have contemporaneously been declared and paid in full or declared and
consideration sufficient for the payment thereof set apart for such payment on
the Series B Preferred Shares, then: (A) no dividend shall be declared or paid
upon, or any sum set apart for the payment of dividends upon, any shares of
Parity Securities; (B) no other distribution shall be declared or made upon, or
any sum set apart for the payment of any distribution upon, any shares of Parity
Securities; (C) no shares of Parity Securities shall be purchased, redeemed or
otherwise acquired or retired for value (except by conversion into or an
exchange for shares of Junior Securities) by the Corporation or any entity as to
which the Corporation owns, directly or indirectly, more than 50% of such
entity's stock (or similar voting interests) entitled to vote generally in the
election of directors (or other governing body) (a "Subsidiary"); and (D) no
monies shall be paid into or set apart or made available for a sinking or other
like fund for the purchase, redemption or other acquisition or retirement for
value of any shares of Parity Securities by the Corporation or any of its
Subsidiaries. If at any time the Corporation pays less than the total amount of
dividends then accrued with respect to the Series B Preferred Shares, such
payment shall be distributed ratably among the holders of Series B Preferred
Shares based upon the aggregate accrued but unpaid dividends on the Series B
Preferred Shares held by each holder. When dividends are not paid in full or
consideration sufficient for such payment is not set apart, as aforesaid, all
dividends declared upon any other class or series of Parity Securities shall be
declared ratably in proportion to the respective amounts of dividends
accumulated and unpaid on the Series B Preferred Shares and accumulated and
unpaid on such Parity Securities.

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     (5) Unless full cumulative dividends on all outstanding shares of Series B
Preferred Shares for all past dividends have been declared and paid in full or
declared and consideration sufficient for the payment thereof set apart for such
payment on the Series B Preferred Shares, then: (A) no dividend (other than a
dividend payable solely in shares of any Junior Securities) shall be declared or
paid upon, or any sum set apart for the payment of dividends upon, any shares of
Junior Securities; (B) no other distribution shall be declared or made upon, or
any sum set apart for the payment of any distribution upon, any shares of Junior
Securities; (C) no shares of Junior Securities shall be purchased, redeemed or
otherwise acquired or retired for value (excluding an exchange for shares of
other Junior Securities) by the Corporation or any of its Subsidiaries; and (D)
no monies shall be paid into or set apart or made available for a sinking or
other like fund for the purchase, redemption or other acquisition or retirement
for value of any shares of Junior Securities by the Corporation or any of its
Subsidiaries.

     (c)(1) Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, before any distribution or payment shall be
made to the holders of any Junior Securities, the holders of Series B Preferred
Shares shall be entitled to be paid out of the remaining assets of the
Corporation legally available for distribution with respect to each Series B
Preferred Share an amount in cash equal to (A) $0.01 plus (B) any accumulated
but unpaid dividends thereon (whether or not declared and whether or not funds
of the Corporation are legally available for the payment of dividends), in each
case as adjusted for any stock dividends, combinations or splits or similar
events with respect to such share (the "Liquidation Preference").

     (2) If, upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation shall be
insufficient to pay the full Liquidation Preference with respect to the Series B
Preferred Shares and the full liquidation preference plus accumulated and unpaid
dividends with respect to all other Parity Securities, the holders of the Series
B Preferred Shares and the Parity Securities shall share equally and ratably in
any distribution of assets of the Corporation in proportion to the full
Liquidation Preference in the case of the Series B Preferred Shares and the full
liquidation preference plus accumulated and unpaid dividends in the case of any
Parity Securities to which each is entitled.

     (d) The Corporation shall not, without the prior approval of the holders of
a majority of the outstanding Voting Preferred Shares, issue any other preferred
shares of the Corporation (other than the Series A Preferred Shares authorized
as of the date hereof) (i) of the same class as the Series B Preferred Shares,
or (ii) ranking senior to the Voting Preferred Shares.

     (e)(1) Except as set forth below in this clause (e), the Series B Preferred
Shares shall not be redeemable.

     (2) The Corporation shall, from time to time, at the option of the Equity
Purchaser (as defined in the Securities Purchase Agreement dated as of February
1, 2000 by and among the Corporation, DPL Capital Trust I, Dayton Ventures LLC
and Dayton Ventures, Inc. (the "Securities Purchase Agreement"), redeem such
number of Series B Preferred Shares so that at

                                       34



no time shall the Equity Purchaser, together with its Affiliates (as defined in
the Securities Purchase Agreement), own Common Shares and Series B Preferred
Shares representing in excess of 4.9% of the voting power of the Corporation in
the election of directors. The redemption price shall be $0.01 per share plus
accumulated and unpaid dividends up to the date of redemption (the "Redemption
Price."). The Corporation shall pay the Redemption Price promptly, and in any
event within two (2) business days, upon receipt of a notice from the Equity
Purchaser exercising the above option (the "Redemption Notice"). The Redemption
Price may be paid: (i) in cash; (ii) by certified check made out to the Equity
Purchaser or its designee; or (iii) by wire transfer of immediately available
funds to an account designated by the Equity Purchaser in the Redemption Notice.

     (3) In the event a holder of a Warrant (as defined in the Securities
Purchase Agreement) (the "Exercising Holder") wishes to exercise any Warrants
that are not Excess Warrants (as defined in the Securityholders and Registration
Rights Agreement, dated as of the date of Closing under the Securities Purchase
Agreement, by and among the Corporation, DPL Capital Trust I, Dayton Ventures
LLC and Dayton Ventures, Inc. (the "Securityholders Agreement")), the
Corporation shall redeem simultaneously with the exercise of such Warrants an
equal number of the Exercising Holders' Series B Preferred Shares for the
Redemption Price. The Redemption Price may be paid: (i) in cash; (ii) by
certified check made out to the Exercising Holder or its designee; or (iii) by
wire transfer of immediately available funds to an account designated by the
Exercising Holder.

     (4) If upon any redemption as set forth in this clause (e) above, the
assets of the Corporation available for redemption are insufficient to pay the
holders of the shares subject to redemption the full amounts to which they are
entitled, all Series B Preferred Shares will be redeemable for cash upon demand.
The Series B Preferred Shares not so redeemed shall remain outstanding and be
entitled to all the powers, preferences and rights provided herein. At any time
thereafter when additional funds of the Corporation are legally available for
the redemption of Series B Preferred Shares, such funds will immediately be used
to redeem the balance of the shares which the Corporation has become obligated
to redeem in accordance with this clause (e) which it has not redeemed.

     (5) The Corporation will not enter into any contract or agreement (whether
verbal or written) restricting or impairing its ability to redeem Series B
Preferred Shares in accordance with this clause (e).

     (f) Issuances of Additional Securities. Prior to the declaration, issuance
         ----------------------------------
or consummation of any dividend, spin-off or other distribution or similar
transaction by the Corporation of the capital stock of any of its Subsidiaries
to the shareholders of the Corporation, the Corporation shall cause (i)
additional shares of voting preferred stock of such Subsidiary with
substantially similar terms as the Series B Preferred Shares to be issued to
each holder of Series B Preferred Shares so that after giving effect to such
transaction each such holder shall have the same percentage voting interest in
the Series B Preferred Shares and in such shares of voting preferred stock in
such Subsidiary as it had in the Corporation immediately prior to such
transaction and (ii) any such Subsidiary to enter into with each such holder a
securityholders and

                                       35



registration rights agreement with substantially similar terms, conditions,
covenants and governance provisions as are provided for in the Securityholders
Agreement.

     SECTION 2. Common Shares. The express terms and provisions of the Common
Shares are as follows:

     I. The rights and preferences of the Common Shares shall be subject in all
respects to the rights and preferences of the Preferred Shares in the manner and
to the extent provided in this Article Fourth.

     II. The Common Shares shall rank junior to the Preferred Shares with
respect to the payment of dividends. Out of the assets of the Corporation
available for dividends remaining after there shall have been paid or declared
and set apart for payment full dividends of the Preferred Shares, and subject to
the restrictions or limitations contained in the express terms and provisions of
any series of Preferred Shares, dividends may be declared and paid upon the
Common Shares, but only when and as determined by the Board of Directors.

     III. The Common Shares shall rank junior to the Preferred Shares with
respect to payment upon dissolution, liquidation or sale of assets of the
Corporation. Upon the dissolution, liquidation or sale of all or substantially
all the assets of the Corporation, after there shall have been paid to or set
apart for holders of the Preferred Shares the full preferential amounts to which
they are entitled, the holders of Common Shares shall be entitled to receive pro
rata all of the remaining assets of the Corporation available for distribution
to its shareholders.

     IV. The holders of Common Shares shall be entitled to one vote for each
Common Share held by them respectively.

     V. No holder of Common Shares, as such holder, shall have any preemptive
rights in, or preemptive rights to purchase or subscribe to, any shares of the
Corporation, or any bonds, debentures, or other securities convertible into any
shares of the Corporation.

     Fifth: When authorized by the affirmative vote of the Board of Directors of
the Corporation, without the action or approval of the shareholders of the
Corporation, the Corporation may, to the extent not otherwise prohibited by law,
purchase, or contract to purchase at any time and from time to time, shares of
any class issued by the Corporation, voting trust certificates for shares,
bonds, debentures, notes, scrip, warrants, obligations, evidences or
indebtedness or any other securities of the Corporation, for such prices and
upon and subject to such terms and conditions as the Board of Directors may
determine.

     Sixth: Unless these Articles of Incorporation or the Regulations of the
Corporation provide otherwise, the vote required for the adoption by
shareholders of the Corporation of any proposal shall be the affirmative vote of
the holders of shares entitling them to exercise two-thirds of the voting power
of the Corporation on such proposal if on the date this Article Sixth was
adopted by shareholders of the Corporation, the General Corporation Law of Ohio,
as then in effect, would have required for adoption of the particular proposal
the affirmative vote of the

                                       36



holders of shares entitling them to exercise two-thirds of the voting power of
the Corporation on the particular proposal. Whenever the holders of shares of
any particular class of shares of the Corporation are entitled to vote as a
class on the adoption of a proposal, the affirmative vote of the holders of
shares of the particular class required to adopt the proposal shall be
determined without regard to the preceding sentence.

     These Amended Articles of Incorporation supersede the existing Articles of
Incorporation and all amendments thereto.

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