EXHIBIT 1.A.4


ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION

RESOURCE MORTGAGE CAPITAL, INC.



1. The name of the Corporation is Resource Mortgage Capital, Inc.

2. A new Article IIIC shall be inserted following the existing text of Article
IIIB and shall read as set forth in Exhibit A hereto.

3. This Amendment to the Articles of Incorporation was duly adopted by the
Board of Directors of the Corporation at a meeting held on July 30, 1996. In
accordance with Sections 13.1-706.6 and 13.1-639 of the Virginia Stock
Corporations Act, no shareholder action was required.

IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed these Articles of Amendment on behalf of the Corporation.


Date: October 9, 1996 RESOURCE MORTGAGE CAPITAL, INC.



By: /s/ THOMAS H. POTTS
Thomas H. Potts
President


EXHIBIT A



RESOURCE MORTGAGE CAPITAL, INC.


Section 1. Number of Shares and Designation. This series of Preferred
Stock shall be designated as Series C 9.73% Cumulative Convertible Preferred
Stock (the "Series C Preferred Stock") and up to One Million Eight Hundred Forty
Thousand (1,840,000) shall be the number of shares of such Preferred Stock
constituting such series.

Section 2. Definitions. For purposes of the Series C Preferred Stock,
the following terms shall have the meanings indicated:

"Act" shall mean the Securities Act of 1933, as amended.

"affiliate" of a person means a person that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under
common control with, the person specified.

"Board of Directors" shall mean the Board of Directors of the Corporation
or any committee authorized by such Board of Directors to perform any of
its responsibilities with respect to the Series C Preferred Stock.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which state or federally chartered banking institutions in New York, New
York are not required to be open.

"Call Date" shall have the meaning set forth in paragraph (b) of Section 5
hereof.

"Common Stock" shall mean the common stock, $.01 par value per share, of
the Corporation or such shares of the Corporation's capital stock into
which such Common Stock shall be reclassified.

"Conversion Price" shall mean the conversion price per share of Common
Stock for which each share of Series C Preferred Stock is convertible, as
such Conversion Price may be adjusted pursuant to paragraph (d) of Section
7. The initial Conversion Price shall be $30.00 (equivalent to an initial
conversion rate of one share of Common Stock for each share of Series C
Preferred Stock).



EXHIBIT A

"Current Market Price" of publicly traded shares of Common Stock or any
other class or series of capital stock or other security of the Corporation
or of any similar security of any other issuer for any day shall mean the
closing price, regular way on such day, or, if no sale takes place on such
day, the average of the reported closing bid and asked prices regular way
on such day, in either case as reported on the New York Stock Exchange
("NYSE") or, if such security is not listed or admitted for trading on the
NYSE, on the principal national securities exchange on which such security
is listed or admitted for trading or, if not listed or admitted for trading
on any national securities exchange, on the National Market of the National
Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or, if such security is not quoted on such National Market, the
average of the closing bid and asked prices on such day in the over-the-
counter market as reported by NASDAQ or, if bid and asked prices for such
security on such day shall not have been reported through NASDAQ, the
average of the bid and asked prices on such day as furnished by any NYSE or
National Association of Securities Dealers, Inc. member firm regularly
making a market in such security selected for such purpose by the Chief
Executive Officer or the Board of Directors or if any class or series of
securities are not publicly traded, the fair value of the shares of such
class as determined reasonably and in good faith by the Board of Directors
of the Corporation.

"Distribution" shall have the meaning set forth in paragraph (d)(iii) of
Section 7 hereof.

"Dividend Payment Date" shall mean, with respect to each Dividend Period,
the last day of January, April, July and October, in each year, commencing
on January 31, 1997 with respect to the period commencing on the date of
issue and ending December 31, 1996; provided, however, that if any Dividend
Payment Date falls on any day other than a Business Day, the dividend
payment due on such Dividend Payment Date shall be paid on the Business Day
immediately following such Dividend Payment Date.

"Dividend Periods" shall mean quarterly dividend periods commencing on
January 1, April 1, July 1 and October 1 of each year and ending on and
including the day preceding the first day of the next succeeding Dividend
Period (other than the initial Dividend Period, which shall commence on the
Issue Date and end on and include December 31, 1996).



EXHIBIT A

"Fair Market Value" shall mean the average of the daily Current Market
Prices of a share of Common Stock during five (5) consecutive Trading Days
selected by the Corporation commencing not more than twenty (20) Trading
Days before, and ending not later than, the earlier of the day in question
and the day before the "ex" date with respect to the issuance or
distribution requiring such computation. The term "`ex' date," when used
with respect to any issuance or distribution, means the first day on which
the share of Common Stock trades regular way, without the right to receive
such issuance or distribution, on the exchange or in the market, as the
case may be, used to determine that day's Current Market Price.

"Issue Date" shall mean October 16, 1996.

"Junior Stock" shall mean the Common Stock and any other class or series of
capital stock of the Corporation over which the shares of Series C
Preferred Stock have preference or priority in the payment of dividends or
in the distribution of assets on any liquidation, dissolution or winding up
of the Corporation.

"Parity Stock" shall have the meaning set forth in paragraph (b) of Section
8 hereof. Series A Preferred Stock and Series B Preferred Stock are Parity
Stock.

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

"Press Release" shall have the meaning set forth in paragraph (a)(i) of
Section 5 hereof.

"Series A Preferred Stock" shall mean the Series A Cumulative Convertible
Preferred Stock of the Corporation as set forth in Article IIIA, Section 1
of the Corporation's Articles of Incorporation (as amended).

"Series B Preferred Stock" shall mean the Series A Cumulative Convertible
Preferred Stock of the Corporation set forth in Article IIIB, Section 1 of
the Corporation's Articles of Incorporation (as amended).

"Series C Preferred Stock" shall have the meaning set forth in Section 1
hereof.



EXHIBIT A

"set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Corporation in its
accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of dividends or other distribution by the Board
of Directors, the allocation of funds to be so paid on any series or class
of capital stock of the Corporation; provided, however, that if any funds
for any class or series of Junior Stock or any class or series of Parity
Stock are placed in a separate account of the Corporation or delivered to a
disbursing, paying or other similar agent, then "set apart for payment"
with respect to the Series C Preferred Stock shall mean placing such funds
in a separate account or delivering such funds to a disbursing, paying or
other similar agent.

"Trading Day", as to any securities, shall mean any day on which such
securities are traded on the NYSE or, if such securities are not listed or
admitted for trading on the NYSE, on the principal national securities
exchange on which such securities are listed or admitted or, if such
securities are not listed or admitted for trading on any national
securities exchange, on the National Market of NASDAQ or, if such
securities are not quoted on such National Market, in the securities market
in which such securities are traded.

"Transaction" shall have the meaning set forth in paragraph (e) of Section
7 hereof.

"Transfer Agent" means First Union National Bank of North Carolina or such
other transfer agent as may be designated by the Board of Directors or
their designee as the transfer agent for the Series C Preferred Stock.

"Voting Preferred Stock" shall have the meaning set forth in Section 9
hereof.

Section 3. Dividends.

(a) The holders of Series C Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors out of funds legally
available for that purpose, cumulative dividends payable in cash in an amount
per share of Series C Preferred Stock equal to the greater of (i) the base
dividend of $0.73 per quarter (the "Base Rate") or (ii) the cash dividends
declared on the number of shares of Common Stock, or portion thereof, into which
a share of Series C Preferred Stock is convertible. The initial Dividend Period
shall commence on the Issue Date and end on December 31,



EXHIBIT A

1996. The dividends payable with respect to the portion of the initial Dividend
Period commencing on the Issue Date and ending on December 31, 1996, shall be
prorated from the date of issuance and determined by reference to the Base Rate.
The amount referred to in clause (ii) of this paragraph (a) with respect to each
Dividend Period shall be determined by multiplying the number of shares of
Common Stock, or portion thereof calculated to the fourth decimal point, into
which a share of Series C Preferred Stock would be convertible at the close of
business on the record date for the payment of dividends on the Series C
Preferred Stock (based on the Conversion Price then in effect) by the quarterly
cash dividend payable or paid for such Dividend Period in respect of a share of
Common Stock outstanding as of the record date for the payment of dividends on
the Common Stock with respect to such Dividend Period or, if different, with
respect to the most recent quarterly period for which dividends with respect to
the Common Stock have been declared. Such dividends shall be cumulative from
the Issue Date, whether or not in any Dividend Period or Periods such dividends
shall be declared or there shall be funds of the Corporation legally available
for the payment of such dividends, and shall be payable quarterly in arrears on
the Dividend Payment Dates, commencing on the first Dividend Payment Date after
the Issue Date. Each such dividend shall be payable in arrears to the holders
of record of the Series C Preferred Stock, as they appear on the stock records
of the Corporation at the close of business on a record date which shall be not
more than 60 days prior to the applicable Dividend Payment Date and shall be
fixed by the Board of Directors to coincide with the record date for the regular
quarterly dividends, if any, payable with respect to the Common Stock; provided,
however, that the record dates for the Dividend Period ending December 31, may
be separated so that the record date for the Common Stock dividend is December
31 and the record date for the Series C Preferred Stock dividend is January 1
and vice versa. Accumulated, accrued and unpaid dividends for any past Dividend
Periods may be declared and paid at any time, without reference to any regular
Dividend Payment Date, to holders of record on such date, which date shall not
precede by more than 45 days the payment date thereof, as may be fixed by the
Board of Directors.

Upon a final administrative determination by the Internal Revenue
Service that the Corporation does not qualify as a real estate investment trust
in accordance with Section 856 of the Internal Revenue code of 1986 (the
"Code"), the Base Rate set forth in (a)(i) will be increased to $0.7675 per
quarter until such time as the Corporation regains its status as a real estate
investment trust; provided, however, that if the Corporation contests its loss
of real estate investment trust status in Federal Court, following its receipt
of an opinion of nationally recognized tax counsel to the effect that there is a
reasonable basis to contest such loss of status, the Base Rate shall not be
increased during



EXHIBIT A

the pendency of such judicial proceeding; provided further, however, that upon a
final judicial determination in Federal Tax Court, Federal District Court or the
Federal Claims Court that the Corporation does not qualify as a real estate
investment trust, the Base Rate as stated above will be increased.

(b) The amount of dividends payable per share of Series C Preferred
Stock for the portion of the initial Dividend Period commencing on the Issue
Date and ending and including December 31, 1996, or any other period shorter
than a full Dividend Period, shall be computed ratably on the basis of twelve 30
day months and a 360-day year. Holders of Series C Preferred Stock shall not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of cumulative dividends, as herein provided, on the Series C Preferred Stock.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on the Series C Preferred Stock that may be in
arrears.

(c) So long as any of the shares of Series C Preferred Stock are
outstanding, except as described in the immediately following sentence, no
dividends shall be declared or paid or set apart for payment by the Corporation
and no other distribution of cash or other property shall be declared or made
directly or indirectly by the Corporation with respect to any class or series of
Parity Stock for any period unless dividends equal to the full amount of
accumulated, accrued and unpaid dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof has
been or contemporaneously is set apart for such payment on the Series C
Preferred Stock for all Dividend Periods terminating on or prior to the Dividend
Payment Date with respect to such class or series of Parity Stock. When
dividends are not paid in full or a sum sufficient for such payment is not set
apart, as aforesaid, all dividends declared upon the Series C Preferred Stock
and all dividends declared upon any other class or series of Parity Stock shall
be declared ratably in proportion to the respective amounts of dividends
accumulated, accrued and unpaid on the Series C Preferred Stock and accumulated,
accrued and unpaid on such Parity Stock.

(d) So long as any of the shares of Series C Preferred Stock are
outstanding, no dividends (other than dividends or distributions paid in shares
of or options, warrants or rights to subscribe for or purchase shares of Junior
Stock) shall be declared or paid or set apart for payment by the Corporation and
no other distribution of cash or other property shall be declared or made
directly or indirectly by the Corporation with respect to any shares of Junior
Stock, nor shall any shares of Junior Stock be redeemed, purchased or otherwise
acquired (other than a redemption, purchase or other



EXHIBIT A

acquisition of Common Stock made for purposes of an employee incentive or
benefit plan of the Corporation or any subsidiary) for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
shares of any such stock) directly or indirectly by the Corporation (except by
conversion into or exchange for Junior Stock), nor shall any other cash or other
property otherwise be paid or distributed to or for the benefit of any holder of
shares of Junior Stock in respect thereof, directly or indirectly, by the
Corporation unless in each case (i) the full cumulative dividends (including all
accumulated, accrued and unpaid dividends) on all outstanding shares of Series C
Preferred Stock and any other Parity Stock of the Corporation shall have been
paid or such dividends have been declared and set apart for payment for all past
Dividend Periods with respect to the Series C Preferred Stock and all past
dividend periods with respect to such Parity Stock and (ii) sufficient funds
shall have been paid or set apart for the payment of the full dividend for the
current Dividend Period with respect to the Series C Preferred Stock and the
current dividend period with respect to such Parity Stock.

Section 4. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for the holders of Junior Stock, the holders of shares
of Series C Preferred Stock shall be entitled to receive Thirty Dollars ($30.00)
per share of Series C Preferred Stock ("Liquidation Preference"), plus an amount
equal to all dividends (whether or not earned or declared) accumulated, accrued
and unpaid thereon to the date of final distribution to such holders; but such
holders shall not be entitled to any further payment. Until the holders of the
Series C Preferred Stock have been paid the Liquidation Preference in full, plus
an amount equal to all dividends (whether or not earned or declared)
accumulated, accrued and unpaid thereon to the date of final distribution to
such holders, no payment will be made to any holder of Junior Stock upon the
liquidation, dissolution or winding up of the Corporation. If, upon any
liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation, or proceeds thereof, distributable among the holders of Series C
Preferred Stock shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any other shares of any class or series of
Parity Stock, then such assets, or the proceeds thereof, shall be distributed
among the holders of Series C Preferred Stock and any such other Parity Stock
ratably in the same proportion as the respective amounts that would be payable
on such Series C Preferred Stock and any such other Parity Stock if all amounts
payable thereon were paid in full. For the purposes of this Section 4, (i) a
consolidation or merger of the Corporation with one or more



EXHIBIT A

corporations, (ii) a sale or transfer of all or substantially all of the
Corporation's assets, or (iii) a statutory share exchange shall not be deemed to
be a liquidation, dissolution or winding up, voluntary or involuntary, of the
Corporation.

(b) Subject to the rights of the holders of any shares of Parity
Stock, upon any liquidation, dissolution or winding up of the Corporation, after
payment shall have been made in full to the holders of Series C Preferred Stock
and any Parity Stock, as provided in this Section 4, any other series or class
or classes of Junior Stock shall, subject to the respective terms thereof, be
entitled to receive any and all assets remaining to be paid or distributed, and
the holders of the Series C Preferred Stock and any Parity Stock shall not be
entitled to share therein.

Section 5. Redemption at the Option of the Corporation.

(a) Shares of Series C Preferred Stock shall not be redeemable by the
Corporation prior to September 30, 1999. On and after September 30, 1999, the
Corporation, at its option, may redeem shares of Series C Preferred Stock, in
whole or from time to time in part, as set forth herein, subject to the
provisions described below:

(i) Shares of Series C Preferred Stock may be redeemed, in whole
or in part, at the option of the Corporation, at any time on or after
September 30, 1999 by issuing and delivering to each holder for each share
of Series C Preferred Stock to be redeemed such number of authorized but
previously unissued shares of Common Stock as equals the Liquidation
Preference (which excludes any accumulated, accrued and unpaid dividends
which are to be paid in cash as provided below) per share of Series C
Preferred Stock divided by the Conversion Price as in effect as of the
opening of business on the Call Date (as defined in paragraph (b) below);
provided, however, that the Corporation may redeem shares of Series C
Preferred Stock pursuant to this paragraph (a)(i) only if for twenty (20)
Trading Days, within any period of thirty (30) consecutive Trading Days,
including the last Trading Day of such 30-Trading Day period, the Current
Market Price of the Common Stock on each of such 20 Trading Days equals or
exceeds the Conversion Price in effect on such Trading Day. In order to
exercise its redemption option pursuant to this paragraph (a)(i), the
Corporation must issue a press release announcing the redemption (the
"Press Release") prior to the opening of business on the second Trading Day
after the condition in the preceding sentence has, from time to time, been
satisfied. The Corporation may not issue a Press Release prior to July 31,
1999. The Press



EXHIBIT A

Release shall announce the redemption and set forth the number of shares of
Series C Preferred Stock that the Corporation intends to redeem; or

(ii) Shares of Series C Preferred Stock may be redeemed, in whole
or in part, at the option of the Corporation at any time on or after
September 30, 1999 out of funds legally available therefor at a redemption
price payable in cash equal to $30.00 per share of Series C Preferred Stock
(plus all accumulated, accrued and unpaid dividends as provided below).

(iii) In the event of a redemption pursuant to Section
5(a)(i), the Corporation shall pay in cash all cumulative, accrued and
unpaid dividends for all Dividend Periods ending prior to the Dividend
Period in which the redemption occurs; but no dividend shall accrue or be
payable on the Series C Preferred Stock to be redeemed for the Dividend
Period in which the redemption occurs unless the Call Date is after the
record date for the dividend payable on the Common Stock for such Dividend
Period in which event such dividend with respect to the Series C Preferred
Stock shall accrue and be payable from the period beginning of the Dividend
Period in which the redemption occurs and ending on the Call Date. In the
event of a redemption pursuant to Section 5(a)(ii), the Corporation shall
pay in cash all cumulative, accrued and unpaid dividends for all Dividend
Periods ending prior to the Dividend Period in which the redemption occurs,
plus the dividend (determined by reference to the Base Rate if the Call
Date precedes the date on which the dividend on the Common Stock is
declared for such Dividend Period) accrued from the beginning of the
Dividend Period in which the redemption occurs and ending on the Call Date.

(b) Shares of Series C Preferred Stock shall be redeemed by the
Corporation on the date specified in the notice to holders required under
paragraph (d) of this Section 5 (the "Call Date"). The Call Date shall be
selected by the Corporation, shall be specified in the notice of redemption and
shall be not less than 30 days nor more than 60 days after (i) the date on which
the Corporation issues the Press Release, if such redemption is pursuant to
paragraph (a)(i) of this Section 5, and (ii) the date notice of redemption is
sent by the Corporation, if such redemption is pursuant to paragraph (a)(ii) of
this Section 5. In the event of a redemption pursuant to Section 5(a)(i) or
5(a)(ii), if the Call Date falls after a dividend payment record date and prior
to the corresponding Dividend Payment Date, then (i) in the event of a
redemption pursuant to Section 5(a)(i) each holder of Series C Preferred Stock
at the close of business on such dividend payment record date shall be entitled
to the dividend payable on such shares on the



EXHIBIT A

corresponding Dividend Payment Date notwithstanding the redemption of such
shares prior to such Dividend Payment Date and (ii) in the event of a redemption
pursuant to Section 5(a)(ii), each holder of Series C Preferred Stock at the
close of business on such dividend payment record date shall be entitled to the
portion of the dividend accrued from the beginning of the Dividend Period in
which the redemption occurs and ending on the Call Date notwithstanding the
redemption of such shares prior to such Dividend Payment Date. Except as
provided above, the Corporation shall make no payment or allowance for
accumulated or accrued dividends on shares of Series C Preferred Stock called
for redemption or on the shares of Common Stock issued upon such redemption.

(c) If full cumulative dividends on all outstanding shares of Series
C Preferred Stock and any other class or series of Parity Stock of the
Corporation have not been paid or declared and set apart for payment, no shares
of Series C Preferred Stock may be redeemed unless all outstanding shares of
Series C Preferred Stock are simultaneously redeemed and neither the Corporation
nor any affiliate of the Corporation may purchase or acquire shares of Series C
Preferred Stock, otherwise than pursuant to a purchase or exchange offer made on
the same terms to all holders of shares of Series C Preferred Stock.

(d) If the Corporation shall redeem shares of Series C Preferred
Stock pursuant to paragraph (a) of this Section 5, notice of such redemption
shall be given to each holder of record of the shares to be redeemed and, if
such redemption is pursuant to paragraph (a)(i) of this Section 5, such notice
shall be given not more than ten (10) Business Days after the date on which the
Corporation issues the Press Release; if the Corporation shall redeem shares of
Series C Preferred stock pursuant to paragraph (a)(ii) of this Section 5, notice
of such redemption shall be given not less than thirty (30) nor more than sixty
(60) days prior to the Call Date. Such notice shall be provided by first class
mail, postage prepaid, at such holder's address as the same appears on the stock
records of the Corporation, or by publication in The Wall Street Journal or The
New York Times, or if neither such newspaper is then being published, any other
daily newspaper of national circulation not less than 30 nor more than 60 days
prior to the Call Date. If the Corporation elects to provide such notice by
publication, it shall also promptly mail notice of such redemption to the
holders of the shares of Series C Preferred Stock to be redeemed. Neither the
failure to mail any notice required by this paragraph (d), nor any defect
therein or in the mailing thereof, to any particular holder, shall affect the
sufficiency of the notice or the validity of the proceedings for redemption with
respect to the other holders. Any notice which was mailed in the manner herein
provided shall be conclusively presumed to have been duly given on the date
mailed whether or not the



EXHIBIT A

holder receives the notice. Each such mailed or published notice shall state,
as appropriate: (1) the Call Date; (2) the number of shares of Series C
Preferred Stock to be redeemed and, if fewer than all such shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder; (3) whether redemption will be for shares of Common Stock pursuant to
paragraph (a)(i) of this Section 5 or for cash pursuant to paragraph (a)(ii) of
this Section 5, and, if redemption will be for Common Stock, the number of
shares of Common Stock to be issued with respect to each share of Series C
Preferred Stock to be redeemed; (4) the place or places at which certificates
for such shares are to be surrendered for certificates representing shares of
Common Stock; and (5) the then-current Conversion Price. Notice having been
published or mailed as aforesaid, from and after the Call Date (unless the
Corporation shall fail to issue and make available the number of shares of
Common Stock and/or amount of cash necessary to effect such redemption),
(i) except as otherwise provided herein, dividends on the shares of Series C
Preferred Stock so called for redemption shall cease to accumulate or accrue on
the shares of Series C Preferred Stock called for redemption (except that, in
the case of a Call Date after a dividend record date and prior to the related
Dividend Payment Date, holders of Series C Preferred Stock on the dividend
record date will be entitled on such Dividend Payment Date to receive the
dividend payable on such shares), (ii) said shares shall no longer be deemed to
be outstanding, and (iii) all rights of the holders thereof as holders of Series
C Preferred Stock of the Corporation shall cease (except the rights to receive
the shares of Common Stock and/or cash payable upon such redemption, without
interest thereon, upon surrender and endorsement of their certificates if so
required and to receive any dividends payable thereon). The Corporation's
obligation to provide shares of Common Stock and/or cash in accordance with the
preceding sentence shall be deemed fulfilled if, on or before the Call Date, the
Corporation shall deposit with a bank or trust company (which may be an
affiliate of the Corporation) that has, or is an affiliate of a bank or trust
company that has, a capital and surplus of at least $50,000,000, such number of
shares of Common Stock and such amount of cash as is necessary for such
redemption, in trust, with irrevocable instructions that such shares of Common
Stock and/or cash be applied to the redemption of the shares of Series C
Preferred Stock so called for redemption. In the case of any redemption
pursuant to paragraph (a)(i) of this Section 5, at the close of business on the
Call Date, each holder of shares of Series C Preferred Stock to be redeemed
(unless the Corporation defaults in the delivery of the shares of Common Stock
or cash payable on such Call Date) shall be deemed to be the record holder of
the number of shares of Common Stock into which such shares of Series C
Preferred Stock are to be converted at redemption, regardless of whether such
holder has surrendered the certificates representing the shares of Series C
Preferred Stock to be so redeemed. No interest shall accrue for the benefit of



EXHIBIT A

the holders of shares of Series C Preferred Stock to be redeemed on any cash so
set aside by the Corporation. Subject to applicable escheat laws, any such cash
unclaimed at the end of two years from the Call Date shall revert to the general
funds of the Corporation, after which reversion the holders of shares of Series
C Preferred Stock so called for redemption shall look only to the general funds
of the Corporation for the payment of such cash.

As promptly as practicable after the surrender in accordance with said
notice of the certificates for any such shares so redeemed (properly endorsed or
assigned for transfer, if the Corporation shall so require and if the notice
shall so state), such certificates shall be exchanged for certificates
representing shares of Common Stock and/or any cash (without interest thereon)
for which such shares have been redeemed in accordance with such notice. If
fewer than all the outstanding shares of Series C Preferred Stock are to be
redeemed, shares to be redeemed shall be selected by the Corporation from
outstanding shares of Series C Preferred Stock not previously called for
redemption by lot or, with respect to the number of shares of Series C Preferred
Stock held of record by each holder of such shares, pro rata (as nearly as may
be) or by any other method as may be determined by the Board of Directors in its
discretion to be equitable. If fewer than all the shares of Series C Preferred
Stock represented by any certificate are redeemed, then a new certificate
representing the unredeemed shares shall be issued without cost to the holders
thereof.

(e) In the case of any redemption pursuant to paragraph (a)(i) of
this Section 5, no fractional shares of Common Stock or scrip representing
fractions of shares of Common Stock shall be issued upon redemption of the
shares of Series C Preferred Stock. Instead of any fractional interest in a
share of Common Stock that would otherwise be deliverable upon redemption of
shares of Series C Preferred Stock, the Corporation shall pay to the holder of
such share an amount in cash (computed to the nearest cent) based upon the
Current Market Price of the Common Stock on the Trading Day immediately
preceding the Call Date. If more than one share shall be surrendered for
redemption at one time by the same holder, the number of full shares of Common
Stock issuable upon redemption thereof shall be computed on the basis of the
aggregate number of shares of Series C Preferred Stock so surrendered.

(f) In the case of any redemption pursuant to paragraph (a)(i) of
this Section 5, the Corporation covenants that any shares of Common Stock issued
upon redemption of shares of Series C Preferred Stock shall be validly issued,
fully paid and non-assessable. The Corporation shall use its best efforts to
list, subject to official notice of issuance, the shares of Common Stock


EXHIBIT A

required to be delivered upon any such redemption of shares of Series C
Preferred Stock, prior to such redemption, upon each national securities
exchange, if any, upon which the outstanding shares of Common Stock are listed
at the time of such delivery.

The Corporation shall take any action necessary to ensure that any shares
of Common Stock issued upon the redemption of Series C Preferred Stock are
freely transferable and not subject to any resale restrictions under the Act, or
any applicable state securities or blue sky laws (other than any shares of
Common Stock issued upon redemption of any Series C Preferred Stock which are
held by an "affiliate" (as defined in Rule 144 under the Act) of the
Corporation).

Section 6. Stock To Be Retired. All shares of Series C Preferred Stock
which shall have been issued and reacquired in any manner by the Corporation
shall be restored to the status of authorized, but unissued shares of Preferred
Stock, without designation as to series. The Corporation may also retire any
unissued shares of Series C Preferred Stock, and such shares shall then be
restored to the status of authorized but unissued shares of Preferred Stock,
without designation as to series.

Section 7. Conversion.

Holders of shares of Series C Preferred Stock shall have the right to
convert all or a portion of such shares into shares of Common Stock, as follows:

(a) Subject to and upon compliance with the provisions of this
Section 7, a holder of shares of Series C Preferred Stock shall have the right,
at such holder's option, at any time to convert such shares, in whole or in
part, into the number of fully paid and non-assessable shares of authorized but
previously unissued shares of Common Stock per each share of Series C Preferred
Stock obtained by dividing the Liquidation Preference (excluding any
accumulated, accrued and unpaid dividends) by the Conversion Price (as in effect
at the time and on the date provided for in the last clause of paragraph (b) of
this Section 7) and by surrendering such shares to be converted, such surrender
to be made in the manner provided in paragraph (b) of this Section 7; provided,
however, that the right to convert shares of Series C Preferred Stock called for
redemption pursuant to Section 5 shall terminate at the close of business on the
Call Date fixed for such redemption, unless the Corporation shall default in
making payment of shares of Common Stock and/or cash payable upon such
redemption under Section 5 hereof.




EXHIBIT A

(b) In order to exercise the conversion right, the holder of each
share of Series C Preferred Stock to be converted shall surrender the
certificate representing such share, duly endorsed or assigned to the
Corporation or in blank, at the office of the Transfer Agent, accompanied by
written notice to the Corporation that the holder thereof elects to convert such
share of Series C Preferred Stock. Unless the shares issuable on conversion are
to be issued in the same name as the name in which such share of Series C
Preferred Stock is registered, each share surrendered for conversion shall be
accompanied by instruments of transfer, in form satisfactory to the Corporation,
duly executed by the holder or such holder's duly authorized attorney and an
amount sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have been paid).

Holders of shares of Series C Preferred Stock at the close of business on a
dividend payment record date shall be entitled to receive the dividend payable
on such shares on the corresponding Dividend Payment Date notwithstanding the
conversion thereof following such dividend payment record date and prior to such
Dividend Payment Date. Except as provided above, the Corporation shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on
converted shares or for dividends on the shares of Common Stock issued upon such
conversion.

As promptly as practicable after the surrender of certificates for shares
of Series C Preferred Stock as aforesaid, the Corporation shall issue and shall
deliver at such office to such holder, or send on such holder's written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such shares of Series C Preferred Stock in
accordance with provisions of this Section 7, and any fractional interest in
respect of a share of Common Stock arising upon such conversion shall be settled
as provided in paragraph (c) of this Section 7.

Each conversion shall be deemed to have been effected immediately prior to
the close of business on the date on which the certificates for shares of Series
C Preferred Stock shall have been surrendered and such notice received by the
Corporation as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares represented thereby at such time on such date and such conversion
shall be at the Conversion Price in effect at such time on such date unless the
stock transfer books of the Corporation shall be closed on that date, in which
event such person or persons shall be deemed to have become such holder or
holders of record at the close of business on the next succeeding day on which
such stock transfer books are open, but such conversion shall be at the



EXHIBIT A

Conversion Price in effect on the date on which such shares shall have been
surrendered and such notice received by the Corporation. If the dividend
payment record date for the Series C Preferred Stock and Common Stock do not
coincide, and the preceding sentence does not operate to ensure that a holder of
shares of Series C Preferred Stock whose shares are converted into Common Stock
does not receive dividends on both the shares of Series C Preferred Stock and
the Common Stock into which such shares are converted for the same Dividend
Period, then notwithstanding anything herein to the contrary, it is the intent,
and the Transfer Agent is authorized to ensure that no conversion after the
earlier of such record dates will be accepted until after the latter of such
record dates.

(c) No fractional share of Common Stock or scrip representing
fractions of a share of Common Stock shall be issued upon conversion of the
shares of Series C Preferred Stock. Instead of any fractional interest in a
share of Common Stock that would otherwise be deliverable upon the conversion of
shares of Series C Preferred Stock, the Corporation shall pay to the holder of
such share an amount in cash based upon the Current Market Price of the Common
Stock on the Trading Day immediately preceding the date of conversion. If more
than one share 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 of
Series C Preferred Stock so surrendered.

(d) The Conversion Price shall be adjusted from time to time as
follows:

(i) If the Corporation shall after the Issue Date (A) pay a
dividend or make a distribution on its capital stock in shares of Common
Stock, (B) subdivide its outstanding Common Stock into a greater number of
shares, (C) combine its outstanding Common Stock into a smaller number of
shares or (D) issue any shares of capital stock by reclassification of its
Common Stock, the Conversion Price in effect at the opening of business on
the day following the date fixed for the determination of stockholders
entitled to receive such dividend or distribution or at the opening of
business on the day following the day on which such subdivision,
combination or reclassification becomes effective, as the case may be,
shall be adjusted so that the holder of any share of Series C Preferred
Stock thereafter surrendered for conversion shall be entitled to receive
the number of shares of Common Stock (or fraction of a share of Common
Stock) that such holder would have owned or have been entitled to receive



EXHIBIT A

after the happening of any of the events described above had such share of
Series C Preferred Stock been converted immediately prior to the record
date in the case of a dividend or distribution or the effective date in the
case of a subdivision, combination or reclassification. An adjustment made
pursuant to this paragraph (d)(i) of this Section 7 shall become effective
immediately after the opening of business on the day next following the
record date (except as provided in paragraph (h) below) in the case of a
dividend or distribution and shall become effective immediately after the
opening of business on the day next following the effective date in the
case of a subdivision, combination or reclassification.

(ii) If the Corporation shall issue after the Issue Date rights,
options or warrants to all holders of Common Stock entitling them (for a
period expiring within 45 days after the record date described below in
this paragraph (d)(ii) of this Section 7) to subscribe for or purchase
Common Stock at a price per share less than the Fair Market Value per share
of the Common Stock on the record date for the determination of
stockholders entitled to receive such rights or warrants, then the
Conversion Price in effect at the opening of business on the day next
following such record date shall be adjusted to equal the price determined
by multiplying (A) the Conversion Price in effect immediately prior to the
opening of business on the day following the date fixed for such
determination by (B) a fraction, the numerator of which shall be the sum of
(X) the number of shares of Common Stock outstanding on the close of
business on the date fixed for such determination and (Y) the number of
shares that the aggregate proceeds to the Corporation from the exercise of
such rights or warrants for Common Stock would purchase at such Fair Market
Value, and the denominator of which shall be the sum of (XX) the number of
shares of Common Stock outstanding on the close of business on the date
fixed for such determination and (YY) the number of additional shares of
Common Stock offered for subscription or purchase pursuant to such rights
or warrants. Such adjustment shall become effective immediately after the
opening of business on the day next following such record date (except as
provided in paragraph (h) below). In determining whether any rights or
warrants entitle the holders of Common Stock to subscribe for or purchase
Common Stock at less than such Fair Market Value, there shall be taken into
account any consideration received by the Corporation upon issuance and
upon exercise of such rights or warrants, the value of such consideration,
if other than cash, to be determined in good faith by the Board of
Directors.



EXHIBIT A

(iii) No adjustment in the Conversion Price shall be required
unless such adjustment would require a cumulative increase or decrease of
at least 1% in such price; provided, however, that any adjustments that by
reason of this paragraph (d)(iii) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment until
made; and provided, further, that any adjustment shall be required and made
in accordance with the provisions of this Section 7 (other than this
paragraph (d)(iii)) not later than such time as may be required in order to
preserve the tax-free nature of a distribution to the holders of shares of
Common Stock. Notwithstanding any other provisions of this Section 7, the
Corporation shall not be required to make any adjustment of the Conversion
Price for the issuance of any shares of Common Stock pursuant to any plan
providing for the reinvestment of dividends or interest payable on
securities of the Corporation and the investment of additional optional
amounts in shares of Common Stock under such plan. All calculations under
this Section 7 shall be made to the nearest cent (with $.005 being rounded
upward) or to the nearest one-tenth of a share (with .05 of a share being
rounded upward), as the case may be. Anything in this paragraph (d) of
this Section 7 to the contrary notwithstanding, the Corporation shall be
entitled, to the extent permitted by law, to make such reductions in the
Conversion Price, in addition to those required by this paragraph (d), as
it in its discretion shall determine to be advisable in order that any
stock dividends, subdivision of shares, reclassification or combination of
shares, distribution of rights or warrants to purchase stock or securities,
or a distribution of other assets (other than cash dividends) hereafter
made by the Corporation to its stockholders shall not be taxable, or if
that is not possible, to diminish any income taxes that are otherwise
payable because of such event.

(e) If the Corporation shall be a party to any transaction (including
without limitation a merger, consolidation, statutory share exchange, issuer or
self tender offer for all or a substantial portion of the shares of Common Stock
outstanding, sale of all or substantially all of the Corporation's assets or
recapitalization of the Common Stock, but excluding any transaction as to which
paragraph (d)(i) of this Section 7 applies) (each of the foregoing being
referred to herein as a "Transaction"), in each case as a result of which shares
of Common Stock shall be converted into the right to receive stock, securities
or other property (including cash or any combination thereof), each share of
Series C Preferred Stock which is not converted into the right to receive stock,
securities or other property in connection with such Transaction shall thereupon
be convertible into the kind and amount of shares of stock, securities and other
property (including cash or any combination thereof) receivable upon such
consummation by a holder of that number of shares of Common Stock into which one
share of Series C Preferred Stock was convertible immediately prior to such


EXHIBIT A

Transaction. The Corporation shall not be a party to any Transaction unless the
terms of such Transaction are consistent with the provisions of this paragraph
(e), and it shall not consent or agree to the occurrence of any Transaction
until the Corporation has entered into an agreement with the successor or
purchasing entity, as the case may be, for the benefit of the holders of the
Series C Preferred Stock that will contain provisions enabling the holders of
the Series C Preferred Stock that remain outstanding after such Transaction to
convert into the consideration received by holders of Common Stock at the
Conversion Price in effect immediately prior to such Transaction. The
provisions of this paragraph (e) shall similarly apply to successive
Transactions.

(f) If:

(i) the Corporation shall declare a dividend (or any other
distribution) on the Common Stock (other than cash dividends and cash
distributions); or

(ii) the Corporation shall authorize the granting to all holders
of the Common Stock of rights or warrants to subscribe for or purchase any
shares of any class or series of capital stock or any other rights or
warrants; or

(iii) there shall be any reclassification of the Common Stock
or any consolidation or merger to which the Corporation is a party and for
which approval of any stockholders of the Corporation is required, or a
statutory share exchange, or an issuer or self tender offer by the
Corporation for all or a substantial portion of its outstanding shares of
Common Stock (or an amendment thereto changing the maximum number of shares
sought or the amount or type of consideration being offered therefor) or
the sale or transfer of all or substantially all of the assets of the
Corporation as an entirety; or

(iv) there shall occur the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation,

then the Corporation shall cause to be filed with the Transfer Agent and shall
cause to be mailed to each holder of shares of Series C Preferred Stock at such
holder's address as shown on the stock records of the Corporation, as promptly
as possible, but at least 15 days prior to the applicable date hereinafter
specified, a notice stating (A) the record date for the payment of such
dividend, distribution or rights or warrants, or, if a record date is not
established, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights or warrants are to be


EXHIBIT A

determined or (B) the date on which such reclassification, consolidation,
merger, statutory share exchange, sale, transfer, liquidation, dissolution or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property, if any,
deliverable upon such reclassification, consolidation, merger, statutory share
exchange, sale, transfer, liquidation, dissolution or winding up or (C) the date
on which such tender offer commenced, the date on which such tender offer is
scheduled to expire unless extended, the consideration offered and the other
material terms thereof (or the material terms of any amendment thereto).
Failure to give or receive such notice or any defect therein shall not affect
the legality or validity of the proceedings described in this Section 7.

(g) Whenever the Conversion Price is adjusted as herein provided, the
Corporation shall promptly file with the Transfer Agent an officer's certificate
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment which certificate shall
be conclusive evidence of the correctness of such adjustment absent manifest
error. Promptly after delivery of such certificate, the Corporation shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the effective date such adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to each holder of shares of Series C Preferred Stock at such holder's last
address as shown on the stock records of the Corporation.

(h) In any case in which paragraph (d) of this Section 7 provides
that an adjustment shall become effective on the day next following the record
date for an event, the Corporation may defer until the occurrence of such event
(A) issuing to the holder of any share of Series C Preferred Stock converted
after such record date and before the occurrence of such event the additional
Common Stock issuable upon such conversion by reason of the adjustment required
by such event over and above the Common Stock issuable upon such conversion
before giving effect to such adjustment and (B) paying to such holder any amount
of cash in lieu of any fraction pursuant to paragraph (c) of this Section 7.

(i) There shall be no adjustment of the Conversion Price in case of
the issuance of any capital stock of the Corporation in a reorganization,
acquisition or other similar transaction except as specifically set forth in
this Section 7.

(j) If the Corporation shall take any action affecting the Common
Stock, other than action described in this Section 7, that in the opinion of the
Board of Directors would materially adversely affect the conversion rights of
the holders of Series C Preferred Stock, the Conversion Price for the Series C
Preferred Stock may be adjusted,

EXHIBIT A

to the extent permitted by law, in such manner, if any, and at such time as the
Board of Directors, in its sole discretion, may determine to be equitable under
the circumstances.

(k) The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of the aggregate of its authorized but unissued
Common Stock solely for the purpose of effecting conversion of the Series C
Preferred Stock, the full number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of Series C Preferred Stock not theretofore
converted into Common Stock. For purposes of this paragraph (k), the number of
shares of Common Stock that shall be deliverable upon the conversion of all
outstanding shares of Series C Preferred Stock shall be computed as if at the
time of computation all such outstanding shares were held by a single holder.

The Corporation covenants that any shares of Common Stock issued upon
conversion of the shares of Series C Preferred Stock shall be validly issued,
fully paid and non-assessable.

The Corporation shall use its best efforts to list the shares of Common
Stock required to be delivered upon conversion of the shares of Series C
Preferred Stock, prior to such delivery, upon each national securities exchange,
if any, upon which the outstanding shares of Common Stock are listed at the time
of such delivery.

The Corporation shall take any action necessary to ensure that any shares
of Common Stock issued upon conversion of shares of Series C Preferred Stock are
freely transferable and not subject to any resale restrictions under the Act, or
any applicable state securities or blue sky laws (other than any shares of
Common Stock which are held by an "affiliate" (as defined in Rule 144 under the
Act)).

(l) The Corporation will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock or other securities or property on conversion or redemption of
shares of Series C Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issue or delivery of shares of Common Stock or
other securities or property in a name other than that of the holder of the
shares of Series C Preferred Stock to be converted or redeemed, and no such
issue or delivery shall be made unless and until the person requesting such
issue or delivery has paid to the Corporation the amount of any such tax



EXHIBIT A

or established, to the reasonable satisfaction of the Corporation, that such tax
has been paid.

Section 8. Ranking. Any class or series of capital stock of the
Corporation shall be deemed to rank:

(a) prior or senior to the Series C Preferred Stock, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, if the holders of such class or series shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Series C Preferred Stock;

(b) on a parity with the Series C Preferred Stock, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution or
winding up, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share thereof be different from those of
the Series C Preferred Stock, if the holders of such class of stock or series
and the Series C Preferred Stock shall be entitled to the receipt of dividends
and of amounts distributable upon liquidation, dissolution or winding up in
proportion to their respective amounts of accrued and unpaid dividends per share
or liquidation preferences, without preference or priority one over the other
("Parity Stock"); and

(c) junior to the Series C Preferred Stock, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up, if such stock or series shall be Common Stock or if the holders of
Series C Preferred Stock shall be entitled to receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of shares of such class or series
("Junior Stock").

Section 9. Voting.

(a) If and whenever (i) six quarterly dividends (whether or not
consecutive) payable on the Series C Preferred Stock or any series or class of
Parity Stock shall be in arrears (which shall, with respect to any such
quarterly dividend, mean that any such dividend has not been paid in full),
whether or not earned or declared, or (ii) the consolidated shareholders' equity
of the Corporation (determined in accordance with generally accepted accounting
principles and giving effect to any adjustment for the net unrealized gain or
loss on available-for-sale mortgage securities) at the end of any calendar
quarter is less than 150% of the aggregate Liquidation Preference (excluding any



EXHIBIT A

accumulated, accrued and unpaid dividends) of the then outstanding Series C
Preferred Stock and aggregate liquidation preference (excluding any accumulated,
accrued and unpaid dividends) of the then outstanding Series A Preferred Stock
and Series B Preferred Stock, the number of directors then constituting the
Board of Directors shall be increased by two (if not already increased by reason
of similar types of provisions with respect to Voting Preferred Stock (as
defined below)) and the holders of shares of Series C Preferred Stock, together
with the holders of shares of every other series of Parity Stock (any other such
series, the "Voting Preferred Stock"), voting as a single class regardless of
series, shall be entitled to elect the two additional directors to serve on the
Board of Directors at any annual meeting of stockholders or special meeting held
in place thereof, or at a special meeting of the holders of the Series C
Preferred Stock and the Voting Preferred Stock called as hereinafter provided.
Notwithstanding anything herein to the contrary, if any class or series of
Voting Preferred Stock (with which the Series C Preferred Stock is entitled to
vote as a single class) is entitled to elect two directors as a result of a
failure to maintain a specified level of consolidated shareholders' equity
required by the terms of such Voting Preferred Stock, then when such entitlement
is triggered, the separate entitlement to elect two directors pursuant to
Section 9(a)(ii) hereof shall be suspended. Whenever the entitlement pursuant
to Section 9(a)(ii) of the Series C Preferred Stock (together with holders of
Voting Preferred Stock voting as a single class regardless of series) to vote is
suspended as described in the preceding sentence, the terms of office of all
persons elected as directors pursuant to Section 9(a)(ii) shall terminate upon
the election of the two directors elected pursuant to a vote of the Series C
Preferred Stock and Voting Preferred Stock voting as a single class as a result
of a failure to maintain a specified level of consolidated shareholders' equity
required by the terms of such class or series of Voting Preferred Stock.
Whenever (1) in the case of an arrearage in dividends described in clause (i),
all arrears in dividends on the Series C Preferred Stock and the Voting
Preferred Stock then outstanding shall have been paid and dividends thereon for
the current quarterly dividend period shall have been paid or declared and set
apart for payment, or (2) in the case of a shortfall in the Corporation's
consolidated shareholders' equity described in clause (ii), the consolidated
shareholders' equity of the Corporation (determined in accordance with generally
accepted accounting principles and giving effect to any adjustment for the net
unrealized gain or loss on available-for-sale mortgage securities) at the end of
any subsequent calendar quarter equals or exceeds 150% of the aggregate
Liquidation Preference (excluding any accumulated, accrued and unpaid dividends)
of the then outstanding Series C Preferred Stock and the aggregate liquidation
preference (excluding any accumulated, accrued and unpaid dividends) of the then
outstanding Series A Preferred Stock and Series B Preferred Stock, then the



EXHIBIT A

right of the holders of the Series C Preferred Stock and the Voting Preferred
Stock to elect such additional two directors shall cease (but subject always to
the same provision for the vesting of such voting rights in the case of any
similar future arrearages in six quarterly dividends or shortfall in
consolidated shareholders' equity), and the terms of office of all persons
elected as directors by the holders of the Series C Preferred Stock and the
Voting Preferred Stock shall forthwith terminate and the number of the Board of
Directors shall be reduced accordingly. At any time after such voting power
shall have been so vested in the holders of Series C Preferred Stock and the
Voting Preferred Stock, if applicable, the Secretary of the Corporation may, and
upon the written request of any holder of Series C Preferred Stock (addressed to
the Secretary at the principal office of the Corporation) shall, call a special
meeting of the holders of the Series C Preferred Stock and of the Voting
Preferred Stock for the election of the two Directors to be elected by them as
herein provided, such call to be made by notice similar to that provided in the
Bylaws of the Corporation for a special meeting of the stockholders or as
required by law. If any such special meeting required to be called as above
provided shall not be called by the Secretary within 20 days after receipt of
any such request, then any holder of Series C Preferred Stock may call such
meeting, upon the notice above provided, and for that purpose shall have access
to the stock books of the Corporation. The Directors elected at any such
special meeting shall hold office until the next annual meeting of the
stockholders or special meeting held in lieu thereof if such office shall not
have previously terminated as above provided. If any vacancy shall occur among
the Directors elected by the holders of the Series C Preferred Stock and the
Voting Preferred Stock, a successor shall be elected by the Board of Directors,
upon the nomination of the then-remaining Director elected by the holders of the
Series C Preferred Stock and the Voting Preferred Stock or the successor of such
remaining Director, to serve until the next annual meeting of the stockholders
or special meeting held in place thereof if such office shall not have
previously terminated as provided above.

(b) So long as any shares of Series C Preferred Stock are
outstanding, in addition to any other vote or consent of stockholders required
by law or by the Articles of Incorporation, as amended, the affirmative vote of
at least 66 2/3% of the votes entitled to be cast by the holders of the Series C
Preferred Stock, given in person or by proxy, either in writing without a
meeting or by vote at any meeting called for the purpose, shall be necessary for
effecting or validating:

(i) Any amendment, alteration or repeal of any of the provisions
of this amendment to the Articles of Incorporation, the Articles of



EXHIBIT A

Incorporation or the Bylaws of the Corporation that materially adversely
affects the voting powers, rights or preferences of the holders of the
Series C Preferred Stock; provided, however, that the amendment of the
provisions of the Articles of Incorporation so as to authorize or create,
or to increase the authorized amount of, any Junior Stock or any shares of
any class ranking on a parity with the Series C Preferred Stock shall not
be deemed to materially adversely affect the voting powers, rights or
preferences of the holders of Series C Preferred Stock; or

(ii) The authorization or creation of, or the increase in the
authorized amount of, any shares of any class or any security convertible
into shares of any class ranking prior or senior to the Series C Preferred
Stock in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation or in the payment of dividends; provided,
however, that no such vote of the holders of Series C Preferred Stock shall
be required if, at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such prior shares or
convertible security is to be made, as the case may be, provision is made
for the redemption of all shares of Series C Preferred Stock at the time
outstanding.

For purposes of the foregoing provisions of this Section 9, each share of
Series C Preferred Stock shall have one (1) vote per share, except that when any
other series of preferred stock shall have the right to vote with the Series C
Preferred Stock as a single class on any matter, then the Series C Preferred
Stock and such other series shall have with respect to such matters one (1) vote
per $30.00 of stated liquidation preference1. Except as otherwise required by
applicable law or as set forth herein, the Series C Preferred Stock shall not
have any relative, participating, optional or other special voting rights and
powers other than as set forth herein, and the consent of the holders thereof
shall not be required for the taking of any corporate action.

Section 10. Record Holders. The Corporation and the Transfer Agent may deem
and treat the record holder of any share of Series C Preferred Stock as the true
and lawful owner thereof for all purposes, and neither the Corporation nor the
Transfer Agent shall be affected by any notice to the contrary.


_______________________________
1 The Series B Amendment says "one vote per $24.50 of stated liquidation
preference." Do they have to be the same amount?