RESTATED CERTIFICATE OF INCORPORATION

 

                            OF

 

                  ARROW ELECTRONICS, INC.

 

     Under Section 807 of the Business Corporation Law

 

 

 

          1.   The name of the Corporation is ARROW

ELECTRONICS, INC.

 

          2.   The date of filing of the Certificate of

Incorporation of the Corporation in the office of the

Department of State is November 20, 1946.

 

          3.   The text of the certificate of incorporation

hereby is restated without amendment or change to read as

follows:

 

          FIRST:    The name of the Corporation is ARROW

ELECTRONICS, INC.

 

          SECOND:   The purposes for which this Corporation

is formed are as follows:

 

          To design, patent, manufacture, fabricate, buy,

     sell, distribute, import, export, and generally deal

     in electrical devices, wireless telegraph and

     telephone instruments, sets, apparatus and parts

     thereof, radio transmitting and receiving instruments,

     sets, apparatus and parts thereof, electronic devices,

     instruments, sets, apparatus and parts thereof, as

     well as television instruments, sets, apparatus and

     parts thereof.

 

          To buy, sell and trade in all machinery, supplies

     and merchandise, and to do any and every act or thing

     that may be appurtenant, incidental to or necessary in

     connection with the foregoing purposes.

 

          To take, buy, exchange, lease or otherwise

     acquire real estate and any interest or right therein,

     and to hold, own, operate, control, maintain, manage

     and develop the same and to construct, maintain,

     alter, manage and control directly or through

     ownership of stock in any other corporation any and

     all kinds of buildings, stores, offices, warehouses,

     mills, shops, factories, machinery and plants, and any

     and all other structures and erections which may at

     any time be necessary, useful or advantageous for the

     purposes of this Corporation.

 

          To sell, assign and transfer, convey, lease or

     otherwise alienate or dispose of, and to mortgage or

     otherwise encumber the lands, buildings, real and

     personal property of the Corporation wherever

     situated, and any and all legal and equitable

     interests therein.

 

          To purchase, sell, lease, manufacture, deal in

     and deal with every kind of goods, wares and

     merchandise, and every kind of personal property,

     including patents and patent rights, chattels,

     easements, privileges and franchises which may

     lawfully be purchased, sold, produced, or dealt in by

     corporations formed under Article Two of the Stock

     Corporation Law of the State of New York.

 

          To purchase, acquire, hold and dispose of the

     stocks, bonds and other evidences of indebtedness of

     any corporation, domestic or foreign, and to issue in

     exchange therefor its stocks, bonds or other

     obligations, and to exercise in respect thereof all

     the rights, powers and privileges of individual

     owners, including the right to vote thereon; and to

     aid in any manner permitted by law any corporation of

     which any bonds or other securities or evidences of

     indebtedness or stocks are held by this corporation,

     and to do any acts or things designed to protect,

     preserve, improve or enhance the value of any such

     bonds or other securities or evidence of indebtedness

     of stock.

 

          The foregoing and the following clauses shall be

     construed as objects and powers in furtherance and not

     in limitation of the general powers conferred by the

     laws of the State of New York; and it is hereby

     expressly provided that the foregoing and the

     following enumeration of specific powers shall not be

     held to limit or restrict in any manner the powers of

     this Corporation, and that this Corporation may do all

     and everything necessary, suitable or proper for the

     accomplishment of any of the purposes or objects

     hereinabove enumerated either alone or in association

     with other corporations, firms or individuals, to the

     same extent and as fully as individuals might or could

     do as principals, agents, contractors or otherwise.

 

          Nothing in this certificate contained, however,

     shall authorize the Corporation to carry on any

     business or exercise any powers in any state or county

     which a similar corporation organized under the laws

     of such state or country could not carry on or

     exercise; or to engage within or without the State of

     New York in the business of a lighting or a

     transportation corporation, or in the common carrier

     business, or to issue bills, notes or other evidence

     of debt for circulation of money.

 

          THIRD:   The total number of shares of all

classes of stock which the Corporation shall have authority

to issue is Eighty-Two Million (82,000,000) shares,

consisting of:

 

          (a)  Two Million (2,000,000) shares of Preferred

     Stock having a par value of $1 per share (hereinafter

     referred to as "Preferred Stock"); and

 

          (b)  Eighty Million (80,000,000) shares of Common

     Stock having a par value of $1 per share (hereinafter

     referred to as "Common Stock").

 

     A.   Preferred Stock:

 

          Shares of Preferred Stock may be issued from time

to time in one or more series, as may from time to time be

determined by the Board of Directors, each of said series

to be distinctly designated.  All shares of any one series

of Preferred Stock shall be alike in every particular,

except that there may be different dates from which

dividends, if any, thereon shall be cumulative, if made

cumulative.  The voting powers and the preferences and

relative, participating, optional and other special rights

or each such series, and the qualifications, limitations or

restrictions thereof, if any, may differ from those of any

and all other series at any time outstanding; and, subject

to the provisions of subparagraph 1 of Paragraph C of this

Article THIRD, the Board of Directors of the Corporation is

hereby expressly granted authority to fix by resolution or

resolutions adopted prior to the issuance of any shares of

a particular series of Preferred Stock, the voting powers

and the designations, preferences and relative, optional

and other special rights and the qualifications,

limitations and restrictions of such series, including, but

without limiting the generality of the foregoing, the

following:

 

          (a)  The distinctive designation of, and the

number of shares of Preferred Stock which shall constitute

such series, which number may be increased (except where

otherwise provided by the Board of Directors) or decreased

(but not below the number of shares thereof then

outstanding) from time to time by like action of the Board

of Directors;

 

          (b)  The rate and times at which, and the terms

and conditions on which, dividends, if any, on Preferred

Stock of such series shall be paid, the extent of the

preference or relation, if any, of such dividends to the

dividends payable on any other class or classes, or series

of the same or other classes of stock and whether such

dividends shall be cumulative or non-cumulative;

 

          (c)  The right, if any, of the holders of

Preferred Stock of such series to convert the same into, or

exchange the same for, shares of any other class or classes

or of any series of the same or any other class or classes

of stock of the Corporation and the terms and conditions of

such conversion or exchange;

 

          (d)  Whether or not Preferred Stock of such

series shall be subject to redemption, and the redemption

price or prices and the time or times at which, and the

terms and conditions on which Preferred Stock of such

series may be redeemed;

 

          (e)  The rights, if any, of the holders of

Preferred Stock of such series upon the voluntary or

involuntary liquidation, merger, consolidation,

distribution or sale of assets, dissolution or winding-up,

of the Corporation;

 

          (f)  The terms of the sinking fund or redemption

or purchase account, if any, to be provided for the

Preferred Stock of such series; and

 

          (g)  The voting powers, if any, of the holders of

such series of Preferred Stock which may, without limiting

the generality of the foregoing, include the right, voting

as a series by itself or together with other series of

Preferred Stock or all series of Preferred Stock as a

class, to elect one or more directors of the Corporation if

there shall have been a default in the payment of dividends

on any one or more series of Preferred Stock or under such

other circumstances and on such conditions as the Board of

Directors may determine; provided, however, that each

holder of Preferred Stock shall have no more than one vote

in respect of each share of Preferred Stock held by him on

any matter voted upon by the shareholder.

 

     B.   Common Stock

 

          1.   After the requirements with respect to

preferential dividends on the Preferred Stock (fixed in

accordance with the provisions of Paragraph A of this

Article THIRD), if any, shall have been met and after the

Corporation shall have complied with all the requirements,

if any, with respect to the setting aside of sums as

sinking funds or redemption or purchase accounts (fixed in

accordance with the provisions of Paragraph A of this

Article THIRD), and subject further to any other conditions

which may be fixed in accordance with the provisions of

Paragraph A of this Article THIRD, then and not otherwise

the holders of Common Stock shall be entitled to receive

such dividends as may be declared from time to time by the

Board of Directors.

 

          2.   After distribution, in full of the

preferential amount, if any (fixed in accordance with the

provisions of Paragraph A of this Article THIRD), to be

distributed to the holders of Preferred Stock in the event

of voluntary or involuntary liquidation, distribution or

sale of assets, dissolution or winding-up, of the

Corporation, the holders of the Common stock shall be

entitled to receive all the remaining assets of the

Corporation, tangible and intangible, of whatever kind

available for distribution to shareholders ratably in

proportion to the number of shares of Common Stock held by

them respectively.

 

          3.   Except as may otherwise be required by law

or by the provisions of such resolution or resolutions as

may be adopted by the Board of Directors pursuant to

Paragraph A of this Article THIRD, each holder of Common

Stock shall have one vote in respect of each share of

Common Stock held by him on all matters voted upon by the

shareholders.

 

     C.   Other Provisions:

 

          1.   No holder of any of the shares of any class

or series of stock or of options, warrants or other rights

to purchase shares of any class or series of stock or of

other securities of the Corporation shall have any

preemptive right to purchase or subscribe for any unissued

stock of any class or series or any additional shares of

any class or series to be issued by reason of any increase

of the authorized capital stock of the Corporation of any

class or series, or bonds, certificates of indebtedness,

debentures or other securities convertible into or

exchangeable for stock of the Corporation of any class or

series, or carrying any right to purchase stock of any

class or series, but any such unissued stock, additional

authorized issue of shares of any class or series of stock

or securities convertible into or exchangeable for stock,

or carrying any right to purchase stock, may be issued and

disposed of pursuant to resolution of the Board of

Directors to such persons, firms, corporations or

associations, whether such holders or others, and upon such

terms as may be deemed advisable by the Board of Directors

in the exercise of its sole discretion.

 

          2.   The relative powers, preferences and rights

of each series of Preferred Stock in relation to the

powers, preferences and rights of each other series of

Preferred Stock shall, in each case be as fixed from time

to time by the Board of Directors in the resolution or

resolutions adopted pursuant to authority granted in

Paragraph A of this Article THIRD and the consent, by class

or series vote or otherwise, of the holders of such of the

series of Preferred Stock as are from time to time

outstanding shall not be required for the issuance by the

Board of Directors of any other series of Preferred Stock

whether or not the powers, preferences and rights of such

other series shall be fixed by the Board of Directors as

senior to, or on a parity with, the powers, preferences and

rights of such outstanding series, or any of them;

provided, however, that the Board of Directors may provide

in the resolution or resolutions as to any series of

Preferred Stock adopted pursuant to Paragraph A of this

Article THIRD that the consent of the holders of a majority

(or such greater proportion as shall be therein fixed) of

the outstanding shares of such series voting thereon shall

be required for the issuance of any or all other series of

Preferred Stock.

 

          3.   Subject to the provisions of subparagraph 2

of this Paragraph C, shares of any series of Preferred

Stock may be issued from time to time as the Board of

Directors of the Corporation shall determine and on such

terms and for such consideration as shall be fixed by the

Board of Directors.

 

          4.   Shares of Common Stock may be issued from

time to time as the Board of Directors of the Corporation

shall determine and on such terms and for such

consideration as shall be fixed by the Board of Directors.

 

          5.   The authorized amount of shares of Common

Stock and of Preferred Stock may, without a class or series

vote, be increased or decreased from time to time by the

affirmative vote of the holders of a majority of the stock

of the Corporation entitled to vote thereon.

 

     D.   The voting powers and the designations,

preferences and relative, optimal and other special rights

and the qualifications, limitations and restrictions of the

$19.375 Convertible Exchangeable Preferred Stock are as

follows:

 

     (A)  DESIGNATION AND SIZE OF ISSUE

 

          The distinctive designation of the series shall

be "$19.375 Convertible Exchangeable Preferred Stock"

(hereinafter referred to as this "Series").  The number of

shares which shall constitute this Series shall be 280,000

shares.  Each share of this Series shall have a par value

of $1.00.

 

     (B)  DIVIDENDS

 

          (1)  The annual rate of dividends payable on each

share of this Series shall be $19.375.

 

          (2)  Dividends shall be payable in cash,

quarterly on the first day of February, May, August and

November of each year, commencing August 1, 1986 (each such

date hereinafter referred to as a "Dividend Payment Date"),

except that if such date is not a Business Day (as

hereinafter defined), then such dividend shall be payable

on the next succeeding calendar day which is a Business

Day.  The amount of dividends payable on shares of this

Series for each full quarterly dividend period shall be

computed by dividing by four the annual rate per share set

forth in Section (B)(1).  Dividends payable on shares of

this Series for the initial dividend period and for any

period less than a full quarterly period shall be computed

on the basis of a 360-day year of twelve 30-day months.

Dividends shall be payable to the record holders of shares

of this Series as of the close of business on a date, not

more than sixty (60) days preceding the payment date

thereof, fixed by the Board of Directors of the

Corporation.  Dividends in arrears may be declared and paid

at any time, without reference to any regular Dividend

Payment Date, to record holders of Shares of this Series as

of the close of business on a date, not more than sixty

(60) days preceding the payment date thereof, fixed by the

Board of Directors of the Corporation.  As used in this

Paragraph D, the term "Business Day" means a day other than

Saturday or Sunday and other than a day on which banking

institutions in New York, New York are authorized by law or

executive order to close.

 

          (3)  Dividends payable on shares of this Series

shall be cumulative and shall accumulate on each Dividend

Payment Date from the date of original issue.  Accumulation

of dividends shall not bear interest.

 

          (4)  Except as hereinafter provided, so long as

any shares of this Series are outstanding, no dividend

(other than a dividend in Common Stock or in any other

stock of the Corporation ranking junior to this Series as

to dividends and upon liquidation (collectively, the

"Junior Stock")) shall be declared or paid or set aside for

payment, and no other distribution shall be declared or

made, upon the Junior Stock or upon any other stock of the

Corporation ranking on a parity with this Series as to

dividends or upon liquidation, nor shall any Junior Stock

nor any other stock of the Corporation ranking on a parity

with this Series as to dividends or upon liquidation be

redeemed, purchased or otherwise acquired for any

consideration (or any monies be paid to or made available

for a sinking fund for the redemption of any shares of any

such stock) by the Corporation (except by conversion into

or exchange for Junior Stock of the Corporation), unless,

in each case, the full cumulative dividends on all

outstanding shares of this Series shall have been paid or

contemporaneously are declared and paid through the last

Dividend Payment Date.  When dividends are not paid in full

upon the shares of this Series and any other stock of the

Corporation ranking on a parity as to dividends with this

Series, all dividends declared upon shares of this Series

and any stock of the Corporation ranking on a parity as to

dividends with this Series shall be declared pro rata so

that the amount of dividends declared per share on this

Series and such other stock shall in all cases bear to each

other the same ratio that accrued dividends per share on

the shares of this Series and such other stock bear to each

other.  Holders of shares of this Series shall not be

entitled to any dividends, whether payable in cash,

property or stock, in excess of full cumulative dividends,

as herein provided, on this Series.  No interest, or sum of

money in lieu of interest, shall be payable in respect of

any dividend payment or payments on this Series which may

be in arrears.

 

     (C)  REDEMPTION

 

          (1)  The Corporation, at the option of the Board

of Directors, may, subject to the provisions of Section

(B)(4), (C)(2) and (C)(8) hereof, redeem at any time or

from time to time all or any part of the outstanding shares

of this Series.  The redemption price for each share of

this Series called for redemption during the periods set

forth below shall be the amount set forth opposite such

period.

<TABLE>

<CAPTION>

     If Redeemed During

      the Twelve-Month                 Redemption

   Period Beginning May, 1           Price Per Share

 

            <C>                          <C>

            1986                         $269.40

            1987                         $267.40

            1988                         $265.50

            1989                         $263.60

            1990                         $261.60

            1991                         $259.70

            1992                         $257.80

            1993                         $255.80

            1994                         $253.90

            1995                         $251.90

</TABLE>

 

and $250 if redeemed on or after May 1, 1996 together in

each case with accumulated and unpaid dividends to the date

fixed for redemption.

 

          (2)  Notwithstanding the provisions of Section

(C)(1) above, the Corporation may not redeem any shares of

this Series prior to May 1, 1988 unless the Closing Price

(as determined in Section (C)(3)) of the Corporation's

Common Stock shall have equaled or exceeded 150% of the

then applicable conversion price per share (as fixed or

determined in accordance with Section (D)) for at least

twenty (20) Trading Days (as hereinafter defined) within

thirty (30) consecutive Trading Days ending within five

Trading Days prior to the date notice of redemption is

given.  For purposes of this Paragraph D, Trading Day

means, so long as the Common Stock is listed or admitted to

trading on the New York Stock Exchange (or any successor to

such Exchange), a day on which the New York Stock Exchange

(or such successor) is open for the transaction of

business, or, if the Common Stock is not listed or admitted

to trading on such Exchange, a day on which the principal

national securities exchange on which the Common Stock is

listed is open for the transaction of business, or, if the

Common Stock is not listed or admitted to trading on any

national securities exchange, a day on which any New York

Stock Exchange member firm is open for the transaction of

business.

 

          (3)  For purposes of this Paragraph D, the

Closing Price of the Corporation's Common Stock shall be

the last sale price as shown on the Composite Tape of the

New York Stock Exchange, or, in the case no such sale takes

place on such day, the average of the closing bid and asked

prices on the New York Stock Exchange, or, if the Common

Stock is not listed or admitted to trading on such

Exchange, on the principal national securities exchange on

which the Common Stock is listed or admitted to trading,

or, if it is not listed or admitted to trading on any

national securities exchange, the average of the closing

bid and asked prices as furnished by any New York Stock

Exchange member firm selected from time to time by the

Board of Directors of the Corporation for such purpose

(other than the Corporation or a subsidiary thereof).

 

          (4)  In the event that fewer than all the

outstanding shares of this Series are to be redeemed, the

number of shares to be redeemed shall be determined by the

Board of Directors, and the shares to be redeemed shall be

determined by lot or by any other method as may be

determined by the Board of Directors in its sole discretion

to be equitable.

 

          (5)  In the event the Corporation shall redeem

shares of this Series, notice of such redemption shall be

given by first class mail, postage prepaid, mailed not less

than thirty (30) nor more than sixty (60) days prior to the

redemption date, to each record holder of the shares to be

redeemed, at such holder's address as the same appears on

the books of the Corporation.  Each such notice shall

state: (i) the redemption date; (ii) the total number of

shares of this Series to be redeemed and, if fewer than all

the shares held by such holder are to be redeemed, the

number of such shares to be redeemed from such holder;

(iii) the redemption price; (iv) the place or places where

certificates for cash shares are to be surrendered for

payment of the redemption price; (v) that dividends on the

shares to be redeemed will cease to accrue on such

redemption date; and (vi) the conversion rights of the

shares to be redeemed, the period within which conversion

rights may be exercised, and the conversion rate at the

time applicable.

 

          (6)  If notice shall have been given as provided

in Section (C)(5) and the Corporation shall have provided

moneys at the time and place specified for the payment of

the redemption price pursuant to such notice, then from and

after the redemption date, dividends on the shares of this

Series so called for redemption shall cease to accrue, such

shares shall no longer be deemed to be outstanding, and all

rights of the holders thereof as stockholders of the

Corporation (except the right to receive from the

Corporation the redemption price without interest) shall

cease.  Upon surrender (in accordance with the notice) of

the certificates for any shares so redeemed (properly

endorsed or assigned for transfer, if the Board of

Directors of the Corporation shall so require and the

notice shall so state), such shares shall be redeemed by

the Corporation at the redemption price set forth in

Section (C)(1).  In case fewer than all the shares

represented by any such certificate are to be redeemed, a

new certificate shall be issued representing the unredeemed

shares, without cost to the holder thereof.

 

          (7)  Any shares of this Series which have been

redeemed shall, after such redemption, have the status of

authorized but unissued shares of Preferred Stock, without

designation as to series, until such shares are once more

designated as part of a particular series by the Board of

Directors.

 

          (8)  Notwithstanding the foregoing provisions of

this Section (C), unless the full cumulative dividends on

all outstanding shares of this Series and any other

Preferred Stock ranking on a parity with this Series shall

have been paid or contemporaneously are declared and paid

through the last Dividend Payment Date, no shares of this

Series shall be redeemed, and the Corporation shall not

purchase or otherwise acquire any shares of this Series.

 

     (D)  CONVERSION RIGHTS

 

          (1)  Each holder of a share of this Series shall

have the right, at any time, or, as to any share of this

Series called for redemption or exchange, at any time prior

to the close of business on the date fixed for such

redemption or exchange, to convert such share into fully

paid and nonassessable shares of Common Stock of the

Corporation at a rate of 15.244 shares of Common Stock for

each share of this Series, subject to adjustment as

provided in this Section (D) (the "conversion rate").  For

purposes of this Paragraph D and the conversion of

Debentures referred to in Section (E), the relationship

between the "conversion rate" and the "conversion price"

per share of Common Stock shall be such that the conversion

price shall equal $250 divided by the conversion rate.  The

initial conversion price shall be $16.40 per share of

Common Stock.

 

          (2)  If any shares of this Series are surrendered

for conversion subsequent to the record date preceding a

Dividend Payment Date but on or prior to such Dividend

Payment Date (except shares called for redemption on a

redemption date between such record date and Dividend

Payment Date), the registered holder of such shares at the

close of business on such record date shall be entitled to

receive the dividend payable on such shares on such

Dividend Payment Date notwithstanding the conversion

thereof.  Shares of this Series surrendered for conversion

during the period from the close of business on any record

date for the payment of dividends next preceding any

Dividend Payment Date to the opening of business on such

Dividend Payment Date shall (except in the case of shares

which have been called for redemption on a redemption date

within such period) be accompanied by payment in New York

Clearing House funds or other funds acceptable to the

Corporation of an amount equal to the dividend payable on

such Dividend Payment Date on the share being surrendered

for conversion.  Except as provided in this Section (D)(2),

no adjustments in respect of or payments of dividends on

shares surrendered for conversion or any dividend on the

Common Stock issued upon conversion shall be made upon the

conversion of any shares of this Series.

 

          (3)  The Corporation shall not be required, in

connection with any conversion of shares of this Series, to

issue a fraction of a share of its Common Stock, but in

lieu thereof the Corporation shall, subject to

Section (D)(6)(e), make a cash payment (calculated to the

nearest cent -- five mills being considered as nearer to

the next highest cent) equal to such fraction multiplied by

the Closing Price of the Common Stock on the last Trading

Day prior to the date of conversion.

 

          (4)  Any holder of shares of this Series electing

to convert such shares into Common Stock shall surrender

the certificate or certificates for such shares at the

office of the Transfer Agent therefor (or at such other

place as the Corporation may designate by notice to the

holders of shares of this Series) during regular business

hours, duly endorsed to the Corporation or in blank, or

accompanied by instruments of transfer to the Corporation

or in blank, in form satisfactory to the Corporation, and

shall give written notice to the Corporation at such office

that such holder elects to convert such shares of this

Series.  The Corporation shall, as soon as practicable

(subject to Section (D)(6)(e) hereof) after such deposit of

certificates for shares of this Series, accompanied by the

written notice above prescribed and the payment of cash in

the amount required by Section (D)(2), issued and deliver

at such office to the holder for whose account such shares

were surrendered, or to his nominee, certificates

representing the number of shares of Common Stock and the

cash, if any, to which such holder is entitled upon such

conversion.

 

          (5)  Conversion shall be deemed to have been made

as of the date of surrender of certificates for the shares

of this Series, to be converted, and the giving of written

notice and payment, as prescribed in Section (D)(2) and

(D)(4); and the person entitled to receive the Common Stock

issuable upon such conversion shall be treated for all

purposes as the record holder of such Common Stock on such

date.  The Corporation shall not be required to deliver

certificates for shares of its Common Stock while the stock

transfer books for such stock or for this Series are duly

closed for any purpose, but certificates for shares of

Common Stock shall be issued and delivered as soon as

practicable after the opening of such books.

 

          (6)  The conversion rate shall be adjusted from

time to time as follows:

 

          (a)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

(i) pay a dividend in shares of its Common Stock, (ii)

subdivide its outstanding shares of Common Stock, (iii)

combine its outstanding shares of Common Stock into a

smaller number of shares, or (iv) issue by reclassification

of its shares of Common Stock any shares of stock of the

Corporation, the conversion price and the conversion rate

in effect immediately prior to such action shall be

adjusted so that the holder of any shares of this Series

thereafter surrendered for conversion shall be entitled to

receive the number of shares of capital stock of the

Corporation which such holder would have owned or have been

entitled to receive immediately following such action had

such shares of this Series been converted immediately prior

thereto.  An adjustment made pursuant to this Section

(D)(6)(a) shall become effective retroactively to

immediately after the opening of business on the day

following the record date in the case of a dividend or

distribution and shall become effective immediately after

the opening of business on the day following the effective

date in the case of subdivision, combination or

reclassification.  If, as a result of an adjustment made

pursuant to this Section (D)(6)(a), the holder of any

shares of this Series thereafter surrendered for conversion

shall become entitled to receive shares of two or more

classes of capital stock of the Corporation, the Board of

Directors (whose determination shall be conclusive) shall

determine the allocation of the adjusted conversion price

and/or conversion rate between or among shares of such

classes of capital stock.

 

          (b)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

issue rights or warrants to all holders of shares of its

Common Stock entitling them to subscribe for or purchase

shares of Common Stock at a price per share less than the

current market price per share of Common Stock (as defined

in Section (D)(6)(d), at such record date, the conversion

rate shall be adjusted so that it shall equal the rate

determined by multiplying the conversion rate in effect

immediately prior to the date of issuance of such rights or

warrants by a fraction, the numerator of which shall be the

number of shares of Common Stock outstanding on the date of

issuance of such rights or warrants plus the number of

additional shares of Common Stock offered for subscription

or purchase, and the denominator of which shall be the

number of shares of Common Stock outstanding on the date of

issuance of such rights or warrants plus the number of

shares which the aggregate offering price of the total

number of shares so offered would purchase at such current

market price.  Such adjustment shall become effective

retroactively immediately after the record date for the

determination of stockholders entitled to receive such

rights or warrants.

 

          (c)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

distribute to all holders shares of its Common Stock,

evidences of its indebtedness or securities or assets

(excluding cash distributions payable out of consolidated

earnings or retained earnings, or dividends payable in

shares of Common Stock) or rights to subscribe (excluding

those referred to in (b)), then in each such case the

conversion rate shall be adjusted so that it shall equal

the rate determined by multiplying the conversion rate in

effect immediately prior to the date of such distribution

by a fraction, the numerator or which shall be the current

market price per share (determined as provided in Section

(D)(6)(d)) of the Common Stock on the record date referred

to below, and the denominator of which shall be such

current market price per share of the Common Stock less the

fair market value (as determined by the Board of Directors

of the Corporation, whose determination shall be

conclusive) of the portion of the assets or evidences of

indebtedness so distributed or of such subscription rights

or warrants applicable to one share of Common Stock.  Such

adjustment shall become effective retroactively immediately

after the record date for the determination of stockholders

entitled to receive such distribution.

 

          (d)  For the purpose of any computation under

Section (D)(6)(b) and (D)(6)(c), the current market price

of a share of Common Stock on any date shall be the average

of the daily Closing Prices for 10 consecutive Business

Days before the day in question.

 

          (e)  The Corporation shall be entitled to make

such additional adjustments in the conversion price, in

addition to those required by subsections D(6)(a), D(6)(b)

and D(6)(c), as shall be necessary in order that any

dividend or distribution in shares of stock, subdivision,

reclassification or combination of shares of Common Stock,

issuance of rights or warrants, evidences of indebtedness

or assets (other than cash), referred to above, shall not

be taxable to the Shareholders.

 

          (f)  In any case in which this Section (D)(6)

shall require that an adjustment be made retroactively

immediately following a record date, the Corporation may

elect to defer (but only for five (5) Business Days

following the filing of the statement referred to in

Section (D)(6)(g)) issuing to the holder of any shares of

this Series converted after such record date (i) the shares

of Common Stock and other capital stock of the Corporation

issuable upon such conversion over and above (ii) the

shares of Common Stock and other capital stock of the

Corporation issuable upon such conversion on the basis of

the conversion rate prior to adjustment.

 

          (g)  Notwithstanding any other provisions of this

Section (D)(6), the Corporation shall not be required to

make any adjustment of the conversion rate unless such

adjustment would require an increase or decrease of at

least 1% in such rate.  Any lesser adjustment shall be

carried forward and shall be made at the time of and

together with the next subsequent adjustment which,

together with any adjustment or adjustments so carried

forward, shall amount to an increase or decrease of at

least 1% in such rate.

 

          (h)  Whenever an adjustment in the conversion

rate is required, the Corporation shall forthwith place on

file with its Transfer Agent a statement signed by its

President or a Vice President and by its Secretary or

Treasurer or one of its Assistant Secretaries or Assistant

Treasurers, stating the adjusted conversion rate determined

as provided herein.  Such statements shall set forth in

reasonable detail such facts as shall be necessary to show

the reason and the manner of computing such adjustment.

Promptly after the adjustment of the conversion rate, the

Corporation shall mail a notice thereof to each holder of

shares of this Series.

 

          (i)  The term "Common Stock" as used in this

Paragraph D means the Corporation's Common Stock, $1.00 par

value, as the same exists at the date of filing of the

Certificate of Designation relating to this Series or any

other class of stock resulting from successive changes or

reclassifications of such Common Stock consisting solely of

changes in par value, or from par value to no par value, or

from no par value to par value.  In the event that at any

time as a result of an adjustment made pursuant to Section

(D)(6)(a), the holder of any share of this Series

thereafter surrendered for conversion shall become entitled

to receive any shares of the Corporation other than shares

of its Common Stock, the conversion rate of such other

shares so receivable upon conversion of any share shall be

subject to adjustment from time to time in a manner and on

terms as nearly equivalent as practicable to the provisions

with respect to Common Stock contained in subparagraphs (a)

through (g) of this Section (D)(6), and the provisions of

Section (D)(1) through (5) and (7) through (11) with

respect to the Common Stock shall apply on like or similar

terms to any such other shares.

 

          (7)  In case of either (a) any consolidation or

merger to which the Corporation is a party, other than a

merger or consolidation in which the Corporation is the

surviving or continuing corporation and which does not

result in any reclassification of, or change (other than a

change in par value or from par value to no par value or

from no par value to par value, or as a result of a

subdivision or combination) in, outstanding shares of

Common Stock, or (b) any sale or conveyance to another

corporation of the property of the Corporation as an

entirety, then the Corporation, or such successor

corporation, as the case may be, shall make appropriate

provision so that the holder of each share of this Series

then outstanding shall have the right to convert such share

of this Series into the kind and amount of shares of stock

or other securities and property receivable upon such

consolidation, merger, sale or conveyance by a holder of

the number of shares of Common Stock into which such shares

of this Series might have been converted immediately prior

to such consolidation, merger, sale or conveyance, subject

to adjustments which shall be as nearly equivalent as may

be practicable to the adjustments provided for in this

Section (D).  The provisions of this Section (D)(7) shall

apply similarly to successive consolidations, mergers,

sales or conveyances.

 

          (8)  Any shares of this Series which shall at any

time have been converted shall, after such conversion, have

the status of authorized but unissued shares of Preferred

Stock, without designation as to series until such shares

are once more designated as part of a particular series by

the Board of Directors.  The Corporation shall at all times

reserve and keep available out of its authorized but

unissued stock, for the purpose of effecting the conversion

of the shares of this Series, such number of its duly

authorized shares of Common Stock as shall from time to

time be sufficient to effect the conversion of all

outstanding shares of this Series; provided, however, that

nothing contained herein shall preclude the Corporation

from satisfying its obligations in respect of the

conversion of the shares by delivery of purchased shares of

Common Stock which are held in the treasury of the

Corporation.

 

          (9)  If any shares of Common Stock required to be

reserved for purposes of conversion of shares of this

Series hereunder require registration with or approval of

any governmental authority before such shares may be issued

upon conversion, the Corporation shall cause such shares to

be duly registered or approved, as the case may be.  The

Corporation will endeavor to list the shares of Common

Stock required to be delivered upon conversion of shares of

this Series prior to such delivery upon each national

securities exchange upon which the outstanding Common Stock

is listed at the time of such delivery.

 

          (10)  The Corporation shall pay any and all issue

or other taxes that may be payable in respect of any issue

or delivery of shares of Common Stock on conversion of

shares of this Series pursuant hereto.  The Corporation

shall not, however, be required to pay any tax which is

payable in respect of any transfer involved in the issue or

delivery of Common Stock in a name other than that in which

the shares of this Series so converted were registered, and

no such issue or delivery shall be made unless and until

the person requesting such issue has paid to the

Corporation the amount of such tax, or has established, to

the satisfaction of the Corporation, that such tax has been

paid.

 

          (11)  Before taking any action that would result

in the conversion price being less than the then par value

of the Common Stock, the Corporation shall take any

corporate action which may, in the opinion of its counsel,

be necessary in order that the Corporation may validly and

legally issue fully paid and nonassessable shares of Common

Stock at the conversion price.

 

 

     (E)  EXCHANGE FOR DEBENTURES

 

          (1)  The shares of this Series are exchangeable

in whole, but not in part, at the sole option of the

Corporation, at any time on and after May 1, 1988, on any

Dividend Payment Date, into the Corporation's 7 3/4%

Convertible Subordinated Debentures Due 2011 (the

"Debentures") described in the Corporation's Registration

Statement on Form S-2 (Registration No. 33-4785) as filed

with the Securities and Exchange Commission (the

"Registration Statement"); provided, that on or prior to

the date fixed for exchange (the "Exchange Date") the

Corporation shall have paid to the holders of outstanding

shares of this Series and of Preferred Stock ranking on a

parity with this Series all accumulated and unpaid

dividends to the Exchange Date.  Holders of outstanding

shares of this Series shall be entitled to receive $250

principal amount of Debentures in exchange for each share

of this Series held on the Exchange Date.

 

          (2)  In the event the Corporation shall exchange

shares of this Series, notice of such exchange shall be

given by first class mail, postage prepaid, mailed not less

than thirty (30) nor more than sixty (60) days prior to the

Exchange Date, to each record holder of shares of this

Series, at such holder's address as the same appears on the

books of the Corporation.  Each such notice shall state:

(a) the Exchange Date; (b) the place or places where

certificates for such shares are to be surrendered for

exchange into Debentures; (c) that dividends on the shares

to be exchanged will cease to accrue on the Exchange Date;

and (d) the conversion price of the shares to be redeemed,

the Period within which conversion rights may be exercised

and the conversion rate at the time applicable.  Prior to

giving notice of intention to exchange, the Corporation

shall execute and deliver with a bank or trust company

selected by the Corporation, and qualify under the Trust

Indenture Act of 1939, an Indenture (the "Indenture") in

substantially the form filed as an exhibit to the

Registration Statement with such changes therein as may be

required by law or usage.  The Corporation shall cause the

Debentures to be authenticated on the Dividend Payment Date

on which the exchange is effective, and the Corporation

shall pay interest on the Debentures at the rate and on the

dates specified in the Indenture from the Exchange Date.

 

          (3)  Notice having been mailed as aforesaid, from

and after the Exchange Date (unless the Corporation shall

default in issuing Debentures in exchange for shares of

this Series or in making the final dividend payment on the

Exchange Date), dividends on the shares of this Series

shall cease to accrue, such shares shall no longer be

deemed to be outstanding, and all rights of the holders

thereof as stockholders of the Corporation (except the

right to receive from the Corporation the Debentures) shall

cease.  Upon surrender (in accordance with the notice

provided for above in Section (E)(2)) of the certificates

for any shares of this Series so exchanged (properly

endorsed or assigned for transfer, if the Board of

Directors shall so require and the notice shall so state),

such shares shall be exchanged by the Corporation into

Debentures as aforesaid.

 

          (4)  All shares of this Series which have been

exchanged shall, after such exchange, have the status of

authorized but unissued shares of Preferred Stock, without

designation as to series until such shares are once more

designated as part of a particular series by the Board of

Directors.

 

     (F)  VOTING

 

          (1)  The shares of this Series shall have the

following voting rights:

 

          (a)  If and whenever at any time or times

dividends payable on shares of this Series shall have been

in arrears and unpaid in an aggregate amount equal to or

exceeding the amount of dividends payable thereon for six

quarterly dividend periods, then the holders of shares of

this Series, together with the holders of any other series

of Preferred Stock as to which dividends are in arrears and

unpaid in an aggregate amount equal to or exceeding the

amount of dividends payable thereon for six quarterly

dividend periods, shall have the exclusive right, voting

separately as a class with such other series, to elect two

directors of the Corporation, such directors to be in

addition to the number of directors constituting the Board

of Directors immediately prior to the accrual of such

right, the remaining directors to be elected by the other

class or classes of stock entitled to vote therefor at each

meeting of stockholders held for the purpose of electing

directors.

 

          (b)  Such voting right may be exercised initially

either at a special meeting of the holders of the Preferred

Stock having such voting right, called as hereinafter

provided, or at any annual meeting of stockholders held for

the purpose of electing directors, and thereafter at each

such annual meeting until such time as all dividends

accumulated on the shares of this Series shall have been

paid in full, at which time such voting right and the term

of the directors elected pursuant to Section (F)(1)(a)

shall terminate, subject to revesting on the basis set

forth in Section (F)(1)(a).

 

          (c)  At any time when such voting right shall

have vested in holders of the Preferred Stock, and if such

right shall not already have been initially exercised, a

proper officer of the Corporation shall, upon the written

request of the record holders of 10% in number of shares of

Preferred Stock having such voting right then outstanding,

addressed to the Secretary of the Corporation, call a

special meeting of the holders of Preferred Stock having

such voting right and of any other class or classes of

stock having voting power with respect to the election of

such directors.  Such meeting shall be held at the earliest

practicable date upon the notice required for annual

meetings of stockholders at the place for holding annual

meetings of stockholders of the Corporation or, if none, at

a place designated by the Board of Directors.  If such

meeting is not called by the proper officers of the

Corporation within 30 days after the personal service of

such written request upon the Secretary of the Corporation,

or within 35 days after mailing the same within the United

States of America, by registered mail, addressed to the

Secretary of the Corporation at its principal office (such

mailing to be evidenced by the registry receipt issued by

the postal authorities), then the record holders of 10% in

number of shares of the Preferred Stock then outstanding

which would be entitled to vote at such meeting may

designate in writing one of their number to call such

meeting at the expense of the Corporation, and such meeting

may be called by such person so designated upon the notice

required for annual meetings of stockholders and shall be

held at the same place as is elsewhere provided for in this

Section (F)(1)(c) or such other place as is selected by

such designated stockholder.  Any holder of the Preferred

Stock who would be entitled to vote at such meeting shall

have access to the stock books of the Corporation for the

purpose of causing a meeting of stockholders to be called

pursuant to the provisions of this Section (F)(1).

Notwithstanding the provisions of this Section (F)(1), no

such special meeting shall be called during a period within

90 days immediately preceding the date fixed for the next

annual meeting of stockholders.

 

          (d)  At any meeting held for the purpose of

electing directors at which the holders of the Preferred

Stock shall have the right to elect directors as provided

herein, the presence in person or by proxy of the holders

of fifty percent (50%) of the then outstanding shares of

Preferred Stock having such right shall be required and

shall be sufficient to constitute a quorum of such class

for the election of directors by such class.  At any such

meeting or adjournment thereof (i) the absence of a quorum

of the holders of the Preferred Stock having such right

shall not prevent the election of directors other than

those to be elected by the holders of the Preferred Stock,

and the absence of a quorum or quorums of the holders of

capital stock entitled to elect such other directors shall

not prevent the election of directors to be elected by the

holders of the Preferred Stock entitled to elect such

directors and (ii) except as otherwise required by law, in

the absence of a quorum of the holders of any class of

stock entitled to vote for the election of directors, a

majority of the holders present in person or by proxy of

such class shall have the power to adjourn the meeting for

the election of directors which the holders of such class

are entitled to elect, from time to time, without notice

other than announcement at the meeting, until a quorum is

present.

 

          (e)  Any vacancy in the Board of Directors in

respect of a director elected by holders of Preferred Stock

pursuant to the voting right created under this Section

(F)(1) shall be filled by vote of the remaining director so

elected, or if there be no such remaining director, by the

holders of Preferred Stock entitled to elect such director

or directors at a special meeting called in accordance with

the procedures set forth in Section (F)(1)(c), or, if no

such special meeting is called, at the next annual meeting

of stockholders.  Upon any termination of such voting

right, subject to the requirements of the Business

Corporation Law of New York, the term of office of all

directors elected by holders of Preferred Stock voting

separately as a class shall terminate.

 

          (f)  So long as any shares of this Series remain

outstanding, the Corporation shall not, either directly or

indirectly or through merger or consolidation with any

other corporation, without the affirmative vote at a

meeting or the written consent with or without a meeting of

the holders of at least 66 2/3% in number of shares of this

Series then outstanding, amend, alter or repeal any of the

provisions of this Paragraph D relating to this Series or

the Certificate of Incorporation of the Corporation, or

authorize any reclassification of the shares of this

Series, so as in any such case to affect adversely the

preferences, special rights or powers of the shares of this

Series.

 

          (g)  In exercising the voting rights set forth in

this Section (F)(l), each share of Preferred Stock entitled

to such voting right shall have equal voting power,

notwithstanding any greater or lesser general voting powers

of one or more series of Preferred Stock.

 

          (2)  No consent of holders of shares of this

Series shall be required for (i) the creation of any

indebtedness of any kind of the Corporation, (ii) the

authorization or issuance of any class of stock of the

Corporation subordinate to the shares of this Series as to

dividends and upon liquidation, dissolution or winding up

of the Corporation or (iii) subject to Section (F)(1)(f),

the issuance of any shares of Preferred Stock.

 

     (G)  LIQUIDATION RIGHTS

 

          (1)  Upon the dissolution, liquidation or winding

up of the Corporation, whether voluntary or involuntary,

the holders of the shares of this Series shall be entitled

to receive out of the assets of the Corporation available

for distribution to stockholders, before any payment or

distribution shall be made on the Common Stock or on any

other class of stock ranking junior to this Series upon

liquidation, the amount of $250 per share, plus all

accumulated and unpaid dividends to the date of final

distribution.

 

          (2)  Neither the sale, lease or exchange (for

cash, shares of stock, securities or other consideration)

of all or substantially all the property and assets of the

Corporation nor the merger or consolidation of the

Corporation into or with any other corporation or the

merger or consolidation of any other corporation into or

with the Corporation, shall be deemed to be a dissolution,

liquidation or winding up, voluntary or involuntary, for

the purposes of this Section (G).

 

          (3)  After the payment to the holders of the

shares of this Series of the full preferential amounts

provided for in this Section (G), the holders of this

Series as such shall have no right or claim to any of the

remaining assets of the Corporation.

 

          (4)  In the event the assets of the Corporation

available for distribution to the holders of shares of this

Series upon any dissolution, liquidation or winding up of

the Corporation, whether voluntary or involuntary, shall be

insufficient to pay in full all amounts to which such

holders are entitled pursuant to Section (G)(1), no such

distribution shall be made on account of any shares of any

other class or series of Preferred Stock ranking on a

parity with the shares of this Series upon such

dissolution, liquidation or winding up unless proportionate

distributive amounts shall be paid on account of the shares

of this Series, ratably, in proportion to the full

distributable amounts for which holders of all such parity

shares are respectively entitled upon such dissolution,

liquidation or winding up.

 

     (H)  PRIORITY

 

          (1)  For purposes of this Paragraph D, any stock

of any class or series of the Corporation shall be deemed

to rank:

 

               (i)  Prior to the shares of this Series,

     either as to dividends or upon liquidation, if the

     holders of such class or classes shall be entitled to

     the receipt of dividends or of amounts distributable

     upon dissolution, liquidation or winding up of the

     Corporation, whether voluntary or involuntary, as the

     case may be, in preference or priority to the holders

     of shares of this Series;

 

              (ii)  On a parity with shares of this Series,

     either as to dividends or upon liquidation, whether or

     not the dividend rates, Dividend Payment Dates, or

     redemption or liquidation prices per share or sinking

     fund provisions, if any, are different from those of

     this Series, if the holders of such stock are entitled

     to the receipt of dividends or of amounts

     distributable upon dissolution, liquidation or winding

     up of the Corporation, whether voluntary or

     involuntary, in proportion to their respective

     dividend rates or liquidation prices, without

     preference or priority, one over the other, as between

     the holders of such stock and the holders of shares of

     this Series; and

 

             (iii)  Junior to shares of this Series, either

     as to dividends or upon liquidation, if such class or

     series shall be Common Stock or if the holders of

     shares of this Series shall be entitled to receipt of

     dividends or of amounts distributable upon

     dissolution, liquidation or winding up of the

     Corporation, whether voluntary or involuntary, as the

     case may be, in preference or priority to the holders

     of shares of such class or series.

 

     E.   The voting powers and the designations,

preferences and relative, optimal and other special rights

and the qualifications, limitations and restrictions of the

Participating Preferred Stock are as follows:

 

     (A)  DESIGNATION AND SIZE OF ISSUE

 

          The distinctive designation of the series shall

be "Participating Preferred Stock" (hereinafter referred to

as this "Series").  The number of shares which shall

constitute this Series shall be 200,000 shares.  Each share

of this Series shall have a par value of $1.00.  The number

of authorized shares of this Series may be increased or

decreased (but not below the number of shares thereof then

outstanding) by further resolution duly adopted by the

Board of Directors of the Corporation and by the filing of

a certificate pursuant to the provisions of the Business

Corporation Law of the State of New York stating that such

increase or decrease has been so authorized.

 

     (B)  DIVIDENDS

 

          (1)  Dividends on each share or fraction of a

share of this Series shall be payable, when and as declared

by the Board of Directors or by a committee of said Board

of Directors duly authorized by said Board to declare such

dividends, on each date that dividends (other than

dividends payable in capital stock of the Corporation) are

payable on capital stock comprising part of the Reference

Package (as defined in paragraph (2) of this Section (B)),

in an amount per whole share of this Series equal to the

aggregate amount of dividends (other than dividends payable

in capital stock of the Corporation) that would be payable

on such date to a holder of the Reference Package.  Each

such dividend shall be paid to the holders of record of

shares of this Series as they appear on the stock register

of the Corporation on such record date, not exceeding 60

days preceding the payment date thereof, as shall be fixed

by the Board of Directors of the Corporation or by a

committee of said Board of Directors duly authorized to fix

such date.  Dividends on account of arrears for any past

dividend payment dates may be declared and paid at any

time, without reference to any regular dividend payment

date, to holders of record on such date, not exceeding 60

days preceding the payment date thereof, as may be fixed by

the Board of Directors of the Corporation or by a committee

of said Board of Directors duly authorized to fix such

date.  Dividends on each share of this Series or fraction

of such share shall be cumulative from the date such share

or fraction of a share is originally issued; provided that

any such share or fraction originally issued after a

dividend record date and on or prior to the dividend

payment date to which such record date relates shall not be

entitled to receive the dividend payable on such dividend

payment date or any amount in respect of the period from

such original issuance to such dividend payment date.  For

purposes of this paragraph (1), any redemption, purchase or

other acquisition of any capital stock for any

consideration by the Corporation pro rata or by lot from

the holders thereof shall be deemed to be a dividend on

such capital stock.

 

          (2)  The term "Reference Package" shall initially

mean 100 shares of Common Stock, par value $1.00 per share

("Common Stock"), of the Corporation.  In the event the

Corporation shall at any time after the Separation Date (as

defined in the Rights Agreement, dated as of March 2, 1988,

between the Corporation and Manufacturers Hanover Trust

Company, as Rights Agent) (i) declare or pay a dividend on

any capital stock comprising part of the Reference Package

payable in capital stock, (ii) subdivide any capital stock

comprising part of the Reference Package, (iii) combine any

capital stock comprising part of the Reference Package into

a smaller number of shares or (iv) issue in a

reclassification, merger or consolidation any shares of

capital stock in respect of or in lieu of any existing

capital stock comprising part of the Reference Package,

then and in each such case the Reference Package after such

event shall be the capital stock that a holder of the

Reference Package immediately prior to such event would

hold thereafter as a result thereof.

 

          (3)  No full dividends shall be declared or paid

or set apart for payment on the Preferred Stock of any

series ranking, as to dividends, on a parity with or junior

to this Series for any period unless full cumulative

dividends have been or contemporaneously are declared and

paid or declared and a sum sufficient for the payment

thereof set apart for such payment on this Series for all

dividend payment periods terminating on or prior to the

date of payment of such full cumulative dividends.  When

dividends are not paid in full, as aforesaid, upon the

shares of this Series and any other Preferred Stock ranking

on a parity as to dividends with this Series, all dividends

declared upon shares of this Series and any other Preferred

Stock ranking on a parity as to dividends with this Series

shall be declared pro rata so that the amount of dividends

declared per share on this Series and such other Preferred

Stock shall in all cases bear to each other the same ratio

that accumulated dividends per share on the shares of this

Series and such other Preferred Stock bear to each other.

Holders of shares of this Series shall not be entitled to

any dividends, whether payable in cash, property or stock,

in excess of full cumulative dividends, as herein provided

on this Series.  No interest, or sum of money in lieu of

interest, shall be payable in respect of any dividend

payment or payments on this Series which may be in arrears.

 

          (4)  So long as any shares of this Series are

outstanding, no dividend (other than a dividend in Common

Stock or in any other stock ranking junior to this Series

as to dividends and upon liquidation) shall be declared or

paid or set aside for payment or other distribution

declared or made upon the Common Stock or upon any other

stock ranking junior to or on a parity with this Series as

to dividends or upon liquidation, nor shall any Common

Stock or any other stock of the Corporation ranking junior

to or on a parity with this Series as to dividends or upon

liquidation be redeemed, purchased or otherwise acquired

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) by the Corporation (except by

conversion into or exchange for stock of the Corporation

ranking junior to this Series as to dividends and upon

liquidation) unless, in each case, the full cumulative

dividends (including the dividend to be due upon payment of

such dividend, distribution, redemption, purchase or other

acquisition) on all outstanding shares of this Series shall

have been, or shall contemporaneously be, paid.

 

          (5)  Notwithstanding anything in this Section (B)

to the contrary, the holders of shares of every other

series of Preferred Stock shall be entitled to the receipt

of dividends in preference or priority to the holders of

shares of this Series.

 

     (C)  REDEMPTION

 

          (1)  The shares of this Series shall be

redeemable at the option of the Corporation, as a whole or

in part, at any time or from time to time after the date

which is two years following the Separation Date referred

to in paragraph (2) of Section (B), at a redemption price

per share equal to the Market Price (as hereinafter

defined) of the Common Stock on the Trading Day (as

hereinafter defined) immediately prior to the date fixed

for redemption, multiplied by one hundred (the

"Multiplier"), plus in each case a sum equal to dividends

accrued but unpaid.

 

          (2)  In the event the Corporation shall at any

time on or after the date of original issuance of shares of

this Series declare or pay any dividend on the shares of

Common Stock payable in shares of Common Stock, or effect a

subdivision or combination or consolidation of the

outstanding Common Stock (by reclassification or otherwise

than by payment of a dividend in Common Stock), into a

greater or lesser number of shares of Common Stock, then in

each such case the amount to which holders of Participating

Preferred Stock were entitled (without giving effect to

such event), shall be adjusted by multiplying such amount

by a fraction the numerator of which is the number of

shares of Common Stock outstanding immediately after such

event and the denominator of which is the number of shares

of Common Stock that were outstanding immediately prior to

such event.

 

          (3)  As used herein, the term "Market Price" per

share of the Common Stock on any date of determination

shall mean the average of the daily closing prices per

share of the Common Stock (determined as described below)

on each of the 20 consecutive Trading Days through and

including the Trading Day immediately preceding such date;

provided, however, that if the Company shall at any time

(i) declare a dividend on the Common Stock payable in

Common Stock, (ii) subdivide the outstanding Common Stock,

(iii) combine the outstanding Common Stock into a smaller

number of shares of Common Stock or (iv) issue any shares

in a reclassification of the Common Stock, and such event

or an event of a type analogous to any such event shall

have caused the closing prices used to determine the Market

Price on any Trading Days not to be fully comparable with

the closing price on such date of determination, each such

closing price so used shall be appropriately adjusted in

order to make it fully comparable with the closing price on

such date of determination.  The closing price per share of

the Common Stock on any date shall be the last sale price,

regular way, or, in case no such sale takes place on such

date, the average of the closing bid and asked prices,

regular way, for each share of the Common Stock, in either

case as reported in the principal consolidated transaction

reporting system with respect to securities listed or

admitted to trading on the New York Stock Exchange, as

reported in the principal consolidated transaction

reporting system with respect to securities listed on the

principal national securities exchange on which the Common

Stock is listed or admitted to trading or, if the Common

Stock is not listed or admitted to trading on any national

securities exchange, the average of the high bid and low

asked prices for each share of Common Stock in the over-

the-counter market, as reported by the National Association

of Securities Dealers, Inc. Automated Quotation System

("NASDAQ") or such other system then in use, or, if on any

such date the Common Stock is not quoted by any such

organization, the average of the closing bid and asked

prices as furnished by a professional market maker making a

market in the securities selected by the Board of Directors

of the Corporation; provided, however, that if any such

date the Common Stock is not listed or admitted for trading

on a national securities exchange or traded in the over-

the-counter market, the closing price per share of the

Common Stock on such date shall mean the fair value per

share of Common Stock on such date as determined in good

faith by the Board of Directors of the Corporation, after

consultation with a nationally recognized investment

banking firm with respect to the fair value per share of

such securities, and set forth in a certificate delivered

to the Corporation.

 

          (4)  As used herein, the term "Trading Day", when

used with respect to the Common Stock, shall mean a day on

which the principal national securities exchange on which

the Common Stock is listed or admitted to trading is open

for the transaction of businesses or, if the Common Stock

is not listed or admitted to trading on any national

securities exchange, a Business Day (defined to mean any

day on which banking institutions in New York, New York are

generally authorized or obligated by law or executive order

to close.)

 

          (5)  In the event that fewer than all the

outstanding shares of the Series are to be redeemed, the

number of shares to be redeemed and the method for

selection of those shares shall be as determined by the

Board of Directors.

 

          (6)  In the event the Corporation shall redeem

shares of this Series, notice of such redemption shall be

given by first class mail, postage prepaid, mailed not less

than 30 nor more than 60 days prior to the redemption date,

to each holder of record of the shares to be redeemed, at

such holder's address as the same appears on the stock

register of the Corporation.  Each such notice shall state:

(i) the redemption date; (ii) the number of shares of this

Series to be redeemed and, if fewer than all the shares

held by such holder are to be redeemed, the number of such

shares to be redeemed from such holder; (iii) the

redemption price; (iv) the place or places where

certificates for such shares are to be surrendered for

payment of the redemption price; and (v) that dividends on

the shares to be redeemed will cease to accrue on such

redemption date.

 

          (7)  Notice having been mailed as aforesaid, from

and after the redemption date (unless default shall be made

by the Corporation in providing money for the payment of

the redemption price) dividends on the shares of this

Series so called for redemption shall cease, and said

shares shall no longer be deemed to be outstanding, and all

rights of the holders thereof as shareholders of the

Corporation (except the right to receive from the

Corporation the redemption price) shall cease.  Upon

surrender in accordance with said notice of the

certificates for any shares so redeemed (properly endorsed

or assigned for transfer, if the Board of Directors of the

Corporation shall so require and the notice shall so

state), such shares shall be redeemed by the Corporation at

the redemption price aforesaid.  In case fewer than all the

shares represented by any such certificate are redeemed, a

new certificate shall be issued representing the unredeemed

shares without cost to the holder thereof.

 

          (8)  Any shares of this Series which shall at any

time have been redeemed shall, after such redemption, have

the status of authorized but unissued shares of Preferred

Stock, without designation as to series until such shares

are once more designated as part of a particular series by

the Board of Directors.

 

          (9)  Notwithstanding the foregoing provisions of

this Section (C), if any dividends on this Series are in

arrears, no shares of this Series shall be redeemed unless

all outstanding shares of this Series are simultaneously

redeemed, and the Corporation shall not purchase or

otherwise acquire any shares of this Series; provided,

however, that the foregoing shall not prevent the purchase

or acquisition of shares of this Series pursuant to a

purchase or exchange offer made on the same terms to

holders of all outstanding shares of this Series.

 

     (D)  CONVERSION OR EXCHANGE

 

          The holders of shares of this Series shall not

have any rights herein to convert such shares into or

exchange such shares for shares of any other class or

classes or of any other series of any class or classes of

capital stock of the Corporation.

 

     (E)  VOTING

 

          (1)  The shares of this Series shall have the

following voting rights:

 

               (a)  If and whenever at any time or times

dividends payable on shares of this Series shall have been

in arrears and unpaid in an aggregate amount equal to or

exceeding the amount of dividends payable thereon for six

quarterly dividend periods, then the holders of shares of

this Series, together with the holders of any other series

of Preferred Stock as to which dividends are in arrears and

unpaid in an aggregate amount equal to or exceeding the

amount of dividends payable thereon for six quarterly

dividend periods, shall have the exclusive right, voting

separately as a class with such other series, to elect two

directors of the Corporation, such directors to be in

addition to the number of directors constituting the Board

of Directors immediately prior to the accrual of such

right, the remaining directors to be elected by the other

class or classes of stock entitled to vote therefor at each

meeting of shareholders held for the purpose of electing

directors.

 

               (b)  Such voting right may be exercised

initially either at a special meeting of the holders of the

Preferred Stock having such voting right, called as

hereinafter provided, or at any annual meeting of

shareholders held for the purpose of electing directors,

and thereafter at each such annual meeting until such time

as all dividends accumulated on the shares of this Series

shall have been paid in full, at which time such voting

right and the term of the directors elected pursuant to

Section (E)(1)(a) shall terminate, subject to revesting on

the basis set forth in Section (E)(1)(a).

 

               (c)  At any time when such voting right

shall have vested in holders of the Preferred Stock, and if

such right shall not already have been initially exercised,

a proper officer of the Corporation shall, upon the written

request of the record holders of 10% in number of shares of

Preferred Stock having such voting right then outstanding,

addressed to the Secretary of the Corporation, call a

special meeting of the holders of Preferred Stock having

such voting right and of any other class or classes of

stock having voting power with respect to the election of

such directors.  Such meeting shall be held at the earliest

practicable date upon the notice required for annual

meetings of shareholders at the place for holding annual

meetings of shareholders of the Corporation or, if none, at

a place designated by the Board of Directors.  If such

meeting is not called by the proper officers of the

Corporation within 30 days after the personal service of

such written request upon the Secretary of the Corporation,

or within 35 days after mailing the same within the United

States of America, by registered mail, addressed to the

Secretary of the Corporation at its principal office (such

mailing to be evidenced by the registry receipt issued by

the postal authorities), then the record holders of 10% in

number of shares of the Preferred Stock then outstanding

which would be entitled to vote at such meeting may

designate in writing one of their number to call such

meeting at the expense of the Corporation, and such meeting

may be called by such person so designated upon the notice

required for annual meetings of shareholders and shall be

held at the same place as is elsewhere provided for in this

Section (E)(1)(c) or such other place as is selected by

such designated shareholder.  Any holder of the Preferred

Stock who would be entitled to vote at such meeting shall

have access to the stock books of the Corporation for the

purpose of causing a meeting of shareholders to be called

pursuant to the provisions of this Section (E)(1).

Notwithstanding the provisions of this Section (E)(1), no

such special meeting shall be called during a period within

90 days immediately preceding the date fixed for the next

annual meeting of shareholders.

 

               (d)  At any meeting held for the purpose of

electing any directors at which the holders of the

Preferred Stock shall have the right to elect directors as

provided herein, the presence in person or by proxy of the

holders of fifty percent (50%) of the then outstanding

shares of Preferred Stock having such right shall be

required and shall be sufficient to constitute a quorum of

such class for the election of directors by such class.  At

any such meeting or adjournment thereof (i) the absence of

a quorum of the holders of the Preferred Stock having such

right shall not prevent the election of directors other

than those to be elected by the holders of the Preferred

Stock, and the absence of a quorum or quorums of the

holders of capital stock entitled to elect such other

directors shall not prevent the election of directors to be

elected by the holders of the Preferred Stock entitled to

elect such directors and (ii) except as otherwise required

by law, in the absence of a quorum of the holders of any

class of stock entitled to vote for the election of

directors, a majority of the holders present in person or

by proxy of such class shall have the power to adjourn the

meeting for the election of directors which the holders of

such class are entitled to elect, from time to time,

without notice other than announcement at the meeting,

until a quorum is present.

 

               (e)  Any vacancy in the Board of Directors

in respect of a director elected by holders of Preferred

Stock pursuant to the voting right created under this

Section (E)(1) shall be filled by vote of the remaining

director so elected, or if there be no such remaining

director, by the holders of Preferred Stock entitled to

elect such director or directors at a special meeting

called in accordance with the procedures set forth in

Section (E)(1)(c), or, if no such special meeting is

called, at the next annual meeting of shareholders.  Upon

any termination of such voting right, subject to the

requirements of the Business Corporation Law of New York,

the term of office of all directors elected by holders of

Preferred Stock voting separately as a class shall

terminate.

 

               (f)  So long as any shares of this Series

remain outstanding, the Corporation shall not, either

directly or indirectly or through merger or consolidation

with any other corporation, without the affirmative vote at

a meeting or the written consent with or without a meeting

of the holders of at least 66 2/3% in number of shares of

this Series then outstanding, amend, alter or repeal any of

the provisions of this Paragraph E relating to this Series

or the Certificate of Incorporation of the Corporation, or

authorize any reclassification of the shares of this

Series, so as in any such case to affect adversely the

preferences, special rights or powers of the shares of this

Series.

 

               (g)  In exercising the voting rights set

forth in this Section (E)(1), each share of Preferred Stock

entitled to such voting right shall have equal voting

power, notwithstanding any greater or lesser general voting

powers of one or more series of Preferred Stock.

 

          (2)  No consent of holders of shares of this

Series shall be required for (i) the creation of any

indebtedness of any kind of the Corporation, (ii) the

authorization or issuance of any class of stock of the

Corporation subordinate to the shares of this Series as to

dividends and upon liquidation, dissolution or winding up

of the Corporation or (iii) subject to Section (E)(1)(f),

the issuance of the shares of Preferred Stock.

 

     (F)  LIQUIDATION RIGHTS

 

          (1)  Upon the dissolution, liquidation or winding

up of the Corporation, whether voluntary or involuntary,

the holders of the shares of this Series shall be entitled

to receive out of the assets of the Corporation available

for distribution to stockholders, before any payment or

distribution shall be made on the Common Stock or on any

other class of stock ranking junior to this Series upon

liquidation, the amount of $5,000 per share, plus all

accumulated and unpaid dividends to the date of final

distribution.

 

          (2)  Neither the sale, lease or exchange (for

cash, shares of stock, securities or other consideration)

of all or substantially all the property and assets of the

Corporation nor the merger or consolidation of the

Corporation into or with any other corporation or the

merger or consolidation of any other corporation into or

with the Corporation, shall be deemed to be a dissolution,

liquidation or winding up, voluntary or involuntary, for

the purposes of this Section (F).

 

          (3)  After the payment to the holders of the

shares of this Series of the full preferential amounts

provided for in this Section (F), the holders of this

Series as such shall have no right or claim to any of the

remaining assets of the Corporation.

 

          (4)  In the event the assets of the Corporation

available for distribution to the holders of shares of this

Series upon any dissolution, liquidation or winding up of

the Corporation, whether voluntary or involuntary, shall be

insufficient to pay in full all amounts to which such

holders are entitled pursuant to Section (F)(1), no such

distribution shall be made on account of any shares of any

other class or series of Preferred Stock ranking on a

parity with the shares of this Series upon such

dissolution, liquidation or winding up unless proportionate

distributive amounts shall be paid on account of the shares

of this Series, ratably, in proportion to the full

distributable amounts for which holders of all such party

shares are respectively entitled upon such dissolution,

liquidation or winding up.

 

          (5)  Notwithstanding anything in this Section (F)

to the contrary, the holders of shares of every other

series of Preferred Stock shall be entitled to the receipt

of amounts distributable upon dissolution, liquidation or

winding up of the Corporation in preference or priority to

the holders of shares of this Series.

 

     (G)  PRIORITY

 

          (1)  For purposes of this Section G, any stock of

any class or series of the Corporation shall be deemed to

rank:

 

               (i)  Prior to the shares of this Series,

either as to dividends or upon liquidation, if the holders

of such class or classes shall be entitled to the receipt

of dividends or of amounts distributable upon dissolution,

liquidation or winding up of the Corporation, whether

voluntary or involuntary, as the case may be, in preference

or priority to the holders of shares of this Series;

 

               (ii)  On a parity with shares of this

Series, either as to dividends or upon liquidation, whether

or not the dividend rates, dividend payment dates, or

redemption or liquidation prices per share or sinking fund

provisions, if any, are different from those of this

Series, if the holders of such stock are entitled to the

receipt of dividends or of amounts distributable upon

dissolution, liquidation or winding up of the Corporation,

whether voluntary or involuntary, in proportion to their

respective dividend rates or liquidation prices, without

preference or priority, one over the other, as between the

holders of such stock and the holders of shares of this

Series; and

 

             (iii)  Junior to shares of this Series, either

as to dividends or upon liquidation, if such class or

series shall be Common Stock or if the holders of shares of

this Series shall be entitled to receipt of dividends or of

amounts distributable upon dissolution, liquidation or

winding up of the Corporation, whether voluntary or

involuntary, as the case may be, in preference or priority

to the holders of shares of such class or series.

 

     F.   The voting powers and the designations,

preferences and relative, optimal and other special rights

and the qualifications, limitations and restrictions of the

Series B $19.375 Convertible Exchangeable Preferred Stock

are as follows:

 

     (A)  DESIGNATION AND SIZE OF ISSUE

 

          The distinctive designation of the series shall

be "Series B $19.375 Convertible Exchangeable Preferred

Stock" (hereinafter referred to as this "Series").  The

number of shares which shall constitute this Series shall

be 66,500 shares.  Each share of this Series shall have a

par value of $1.00.

 

     (B)  DIVIDENDS

 

          (1)  The annual rate of dividends payable on each

share of this Series shall be $19.375.

 

          (2)  Dividends shall be payable in cash,

quarterly on the first day of January, April, July and

October of each year, commencing April 1, 1992 (each such

date hereinafter referred to as a "Dividend Payment Date"),

except that if such date is not a Business Day (as

hereinafter defined), then such dividend shall be payable

on the next succeeding calendar day which is a Business

Day.  The amount of dividends payable on shares of this

Series for each full quarterly dividend period shall be

computed by dividing by four the annual rate per share set

forth in Section (B)(1).  Dividends payable on shares of

this Series for the initial dividend period and for any

period less than a full quarterly period shall be computed

on the basis of a 360-day year of twelve 30-day months.

Dividends shall be payable to the record holders of shares

of this Series as of the close of business on a date, not

more than sixty (60) days preceding the payment date

thereof, fixed by the Board of Directors of the

Corporation.  Dividends in arrears may be declared and paid

at any time, without reference to any regular Dividend

Payment Date, to record holders of Shares of this Series as

of the close of business on a date, not more than sixty

(60) days preceding the payment date thereof, fixed by the

Board of Directors of the Corporation.  As used in this

Paragraph F, the term "Business Day" means a day other than

Saturday or Sunday and other than a day on which banking

institutions in New York, New York are authorized by law or

executive order to close.

 

          (3)  Dividends payable on shares of this Series

shall be cumulative and shall accumulate on each Dividend

Payment Date from the date of original issue.  Accumulation

of dividends shall not bear interest.

 

          (4)  Except as hereinafter provided, so long as

any shares of this Series are outstanding, no dividend

(other than a dividend in Common Stock or in any other

stock of the Corporation ranking junior to this Series as

to dividends and as to liquidation (collectively, the

"Junior Stock")) shall be declared or paid or set aside for

payment, and no other distribution shall be declared or

made, upon the Junior Stock or upon any other stock of the

Corporation ranking on a parity with this Series as to

dividends or as to liquidation, nor shall any Junior Stock

nor any other stock of the Corporation ranking on a parity

with this Series as to dividends or as to liquidation be

redeemed, purchased or otherwise acquired for any

consideration (or any monies be paid to or made available

for a sinking fund for the redemption of any shares of any

such stock) by the Corporation (except by conversion into

or exchange for Junior Stock of the Corporation), unless,

in each case, the full cumulative dividends on all

outstanding shares of this Series shall have been paid or

contemporaneously are declared and paid through the last

Dividend Payment Date.  When dividends are not paid in full

upon the shares of this Series and any other stock of the

Corporation ranking on a parity as to dividends with this

Series, all dividends declared upon shares of this Series

and any stock of the Corporation ranking on a parity as to

dividends with this Series shall be declared pro rata so

that the amount of dividends declared per share on this

Series and such other stock shall in all cases bear to each

other the same ratio that accrued dividends per share on

the shares of this Series and such other stock bear to each

other.  Holders of shares of this Series shall not be

entitled to any dividends, whether payable in cash,

property or stock, in excess of full cumulative dividends,

as herein provided, on this Series.  No interest, or sum of

money in lieu of interest, shall be payable in respect of

any dividend payment or payments on this Series which may

be in arrears.

 

     (C)  REDEMPTION

 

          (1)  The Corporation, at the option of the Board

of Directors, may, subject to the provisions of Section

(B)(4), (C)(2) and (C)(8) hereof, redeem at any time or

from time to time all or any part of the outstanding shares

of this Series.  The redemption price for each share of

this Series called for redemption shall be $250 together

with accumulated and unpaid dividends to the date fixed for

redemption.

 

          (2)  Notwithstanding the provisions of Section

(C)(1) above, the Corporation may not redeem any shares of

this Series (i) prior to February 7, 1994 and (ii) prior to

the dates set forth below unless the Closing Price (as

determined in Section (C)(3)) of the Corporation's Common

Stock shall have equaled or exceeded the amount set forth

opposite such date for at least twenty (20) Trading Days

(as hereinafter defined) within thirty (30) consecutive

Trading Days ending within five Trading Days prior to the

date notice of redemption is given. 

 

In order to Redeem                 Closing Price Must

Prior to February 7,               Equal or Exceed  

 

     1995                               $22

 

     1996                               $21

 

     1997                               $20 

 

 

For purposes of this Paragraph F, Trading Day means, so

long as the Common Stock is listed or admitted to trading

on the New York Stock Exchange (or any successor to such

Exchange), a day on which the New York Stock Exchange (or

such successor) is open for the transaction of business,

or, if the Common Stock is not listed or admitted to

trading on such Exchange, a day on which the principal

national securities exchange on which the Common Stock is

listed is open for the transaction of business, or, if the

Common Stock is not listed or admitted to trading on any

national securities exchange, a day on which any New York

Stock Exchange member firm is open for the transaction of

business.

 

          (3)  For purposes of this Paragraph F, the

Closing Price of the Corporation's Common Stock shall be

the last sale price as shown on the Composite Tape of the

New York Stock Exchange, or, in the case no such sale takes

place on such day, the average of the closing bid and asked

prices on the New York Stock Exchange, or, if the Common

Stock is not listed or admitted to trading on such

Exchange, on the principal national securities exchange on

which the Common Stock is listed or admitted to trading,

or, if it is not listed or admitted to trading on any

national securities exchange, the average of the closing

bid and asked prices as furnished by any New York Stock

Exchange member firm selected from time to time by the

Board of Directors of the Corporation for such purpose

(other than the Corporation or a subsidiary thereof).

 

          (4)  In the event that fewer than all the

outstanding shares of this Series are to be redeemed, the

number of shares to be redeemed shall be determined by the

Board of Directors, and the shares to be redeemed shall be

determined by lot or by any other method as may be

determined by the Board of Directors in its sole discretion

to be equitable.

 

          (5)  In the event the Corporation shall redeem

shares of this Series, notice of such redemption shall be

given by first class mail, postage prepaid, mailed not less

than thirty (30) nor more than sixty (60) days prior to the

redemption date, to each record holder of the shares to be

redeemed, at such holder's address as the same appears on

the books of the Corporation.  Each such notice shall

state: (i) the redemption date; (ii) the total number of

shares of this Series to be redeemed and, if fewer than all

the shares held by such holder are to be redeemed, the

number of such shares to be redeemed from such holder;

(iii) the redemption price; (iv) the place or places where

certificates for cash shares are to be surrendered for

payment of the redemption price; (v) that dividends on the

shares to be redeemed will cease to accrue on such

redemption date; and (vi) the conversion rights of the

shares to be redeemed, the period within which conversion

rights may be exercised, and the conversion rate at the

time applicable.

 

          (6)  If notice shall have been given as provided

in Section (C)(5) and the Corporation shall have provided

moneys at the time and place specified for the payment of

the redemption price pursuant to such notice, then from and

after the redemption date, dividends on the shares of this

Series so called for redemption shall cease to accrue, such

shares shall no longer be deemed to be outstanding, and all

rights of the holders thereof as stockholders of the

Corporation (except the right to receive from the

Corporation the redemption price without interest) shall

cease.  Upon surrender (in accordance with the notice) of

the certificates for any shares so redeemed (properly

endorsed or assigned for transfer, if the Board of

Directors of the Corporation shall so require and the

notice shall so state), such shares shall be redeemed by

the Corporation at the redemption price set forth in

Section (C)(1).  In case fewer than all the shares

represented by any such certificate are to be redeemed, a

new certificate shall be issued representing the unredeemed

shares, without cost to the holder thereof.

 

          (7)  Any shares of this Series which have been

redeemed shall, after such redemption, have the status of

authorized but unissued shares of Preferred Stock, without

designation as to series, until such shares are once more

designated as part of a particular series by the Board of

Directors.

 

          (8)  Notwithstanding the foregoing provisions of

this Section (C), unless the full cumulative dividends on

all outstanding shares of this Series and any other

Preferred Stock ranking on a parity with this Series shall

have been paid or contemporaneously are declared and paid

through the last Dividend Payment Date, no shares of this

Series shall be redeemed, and the Corporation shall not

purchase or otherwise acquire any shares of this Series.

 

     (D)  CONVERSION RIGHTS

 

          (1) (a)   Common Stock.  Each holder of a share

of this Series shall have the right, at any time on and

after February 7, 1994, or, as to any share of this Series

called for redemption or exchange, at any time prior to the

close of business on the date fixed for such redemption or

exchange, to convert such share into fully paid and

nonassessable shares of Common Stock of the Corporation at

a rate of 15.244 shares of Common Stock for each share of

this Series, subject to adjustment as provided in this

Section (D) (the "conversion rate").  For purposes of this

Paragraph F and the conversion of Debentures referred to in

Section (E), the relationship between the "conversion rate"

and the "conversion price" per share of Common Stock shall

be such that the conversion price shall equal $250 divided

by the conversion rate.  The initial conversion price shall

be $16.40 per share of Common Stock.

 

              (b)   $19.375 Convertible Exchangeable

Preferred Stock.  Subject to the limitations set forth

below, at any time after February 7, 1994, the holders of a

majority of shares of this Series may give notice to the

Corporation requesting the conversion of all, but not fewer

than all, such shares into fully paid and nonassessable

shares of the $19.375 Convertible Exchangeable Preferred

Stock of the Corporation (the "Series A Stock").  Upon such

notice, the Corporation shall (i) notify all other holders

of shares of this Series that such holders may also, upon

prompt notice to the Corporation, request such conversion

and (ii) use its best efforts to prepare and enter into

documentation required to effect the conversion of all, but

not fewer than all, of the shares of this Series whose

holders have elected conversion, into fully paid and

nonassessable shares of the Series A Stock.  The rate at

which shares of this Series may be converted into shares of

Series A Stock shall be one share of Series A Stock for

each share of this Series, subject to adjustment as

provided in this Section (D) (the "Series A conversion

rate").  The Corporation shall not be required to effect

any conversion under this paragraph (b) if (i) such

conversion would conflict with or result in a breach of or

default under any agreement or instrument to which the

Corporation is a party, or result in any violation of any

provision of the Corporation's Certificate of Incorporation

or By-Laws or any statute, order, rule or regulation of any

of any court, governmental agency or body having

jurisdiction over the Corporation or any of its properties,

(ii) such conversion would require approval of any

shareholders of the Corporation, (iii) such conversion,

would, in the good faith judgement of the Board of

Directors of the Corporation, be unduly burdensome, or (iv)

the Series A Stock is no longer outstanding or listed on

any national securities exchange.

 

          (2)  If any shares of this Series are surrendered

for conversion subsequent to the record date preceding a

Dividend Payment Date but on or prior to such Dividend

Payment Date (except shares called for redemption on a

redemption date between such record date and Dividend

Payment Date), the registered holder of such shares at the

close of business on such record date shall be entitled to

receive the dividend payable on such shares on such

Dividend Payment Date notwithstanding the conversion

thereof.  Shares of this Series surrendered for conversion

during the period from the close of business on any record

date for the payment of dividends next preceding any

Dividend Payment Date to the opening of business on such

Dividend Payment Date shall (except in the case of shares

which have been called for redemption on a redemption date

within such period) be accompanied by payment in New York

Clearing House funds or other funds acceptable to the

Corporation of an amount equal to the dividend payable on

such Dividend Payment Date on the share being surrendered

for conversion.  Except as provided in this Section (D)(2),

no adjustments in respect of or payments of dividends on

shares surrendered for conversion or any dividend on the

Common Stock or Series A Stock, as the case may be, issued

upon conversion shall be made upon the conversion of any

shares of this Series.

 

          (3)  The Corporation shall not be required, in

connection with any conversion of shares of this Series

into Common Stock, to issue a fraction of a share of its

Common Stock, but in lieu thereof the Corporation shall,

subject to Section (D)(6)(e), make a cash payment

(calculated to the nearest cent -- five mills being

considered as nearer to the next highest cent) equal to

such fraction multiplied by the Closing Price of the Common

Stock on the last Trading Day prior to the date of

conversion.

 

          (4)  Any holder of shares of this Series electing

to convert such shares shall surrender the certificate or

certificates for such shares at the office of the Transfer

Agent therefor (or at such other place as the Corporation

may designate by notice to the holders of shares of this

Series) during regular business hours, duly endorsed to the

Corporation or in blank, or accompanied by instruments of

transfer to the Corporation or in blank, in form

satisfactory to the Corporation, and shall give written

notice to the Corporation at such office that such holder

elects to convert such shares of this Series.  The

Corporation shall, as soon as practicable (subject to

Section (D)(6)(e) hereof) after such deposit of

certificates for shares of this Series, accompanied by the

written notice above prescribed and the payment of cash in

the amount required by Section (D)(2), issue and deliver at

such office to the holder for whose account such shares

were surrendered, or to his nominee, certificates

representing the number of new shares, and the cash, if

any, to which such holder is entitled upon such conversion.

 

          (5)  Conversion shall be deemed to have been made

as of the date of surrender of certificates for the shares

of this Series, to be converted, and the giving of written

notice and payment, as prescribed in Section (D)(2) and

(D)(4); and the person entitled to receive the new shares

issuable upon such conversion shall be treated for all

purposes as the record holder of such new shares on such

date.  The Corporation shall not be required to deliver

certificates for such new shares while the stock transfer

books for such stock or for this Series are duly closed for

any purpose, but certificates for the new shares shall be

issued and delivered as soon as practicable after the

opening of such books.

 

          (6)  The conversion rate shall be adjusted from

time to time as follows:

 

          (h)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

(i) pay a dividend in shares of its Common Stock, (ii)

subdivide its outstanding shares of Common Stock, (iii)

combine its outstanding shares of Common Stock into a

smaller number of shares, or (iv) issue by reclassification

of its shares of Common Stock any shares of stock of the

Corporation, the conversion price and the conversion rate

in effect immediately prior to such action shall be

adjusted so that the holder of any shares of this Series

thereafter surrendered for conversion shall be entitled to

receive the number of shares of capital stock of the

Corporation which such holder would have owned or have been

entitled to receive immediately following such action had

such shares of this Series been converted immediately prior

thereto.  An adjustment made pursuant to this Section

(D)(6)(a) shall become effective retroactively to

immediately after the opening of business on the day

following the record date in the case of a dividend or

distribution and shall become effective immediately after

the opening of business on the day following the effective

date in the case of subdivision, combination or

reclassification.  If, as a result of an adjustment made

pursuant to this Section (D)(6)(a), the holder of any

shares of this Series thereafter surrendered for conversion

shall become entitled to receive shares of two or more

classes of capital stock of the Corporation, the Board of

Directors (whose determination shall be conclusive) shall

determine the allocation of the adjusted conversion price

and/or conversion rate between or among shares of such

classes of capital stock.

 

          (i)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

issue rights or warrants to all holders of shares of its

Common Stock entitling them to subscribe for or purchase

shares of Common Stock at a price per share less than the

current market price per share of Common Stock (as defined

in Section (D)(6)(d), at such record date, the conversion

rate shall be adjusted so that it shall equal the rate

determined by multiplying the conversion rate in effect

immediately prior to the date of issuance of such rights or

warrants by a fraction, the numerator of which shall be the

number of shares of Common Stock outstanding on the date of

issuance of such rights or warrants plus the number of

additional shares of Common Stock offered for subscription

or purchase, and the denominator of which shall be the

number of shares of Common Stock outstanding on the date of

issuance of such rights or warrants plus the number of

shares which the aggregate offering price of the total

number of shares so offered would purchase at such current

market price.  Such adjustment shall become effective

retroactively immediately after the record date for the

determination of stockholders entitled to receive such

rights or warrants.

 

          (j)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

distribute to all holders of shares of its Common Stock,

evidences of its indebtedness or securities or assets

(excluding cash distributions payable out of consolidated

earnings or retained earnings, or dividends payable in

shares of Common Stock) or rights to subscribe (excluding

those referred to in (b)), then in each such case the

conversion rate shall be adjusted so that it shall equal

the rate determined by multiplying the conversion rate in

effect immediately prior to the date of such distribution

by a fraction, the numerator of which shall be the current

market price per share (determined as provided in Section

(D)(6)(d)) of the Common Stock on the record date referred

to below, and the denominator of which shall be such

current market price per share of the Common Stock less the

fair market value (as determined by the Board of Directors

of the Corporation, whose determination shall be

conclusive) of the portion of the assets or evidences of

indebtedness so distributed or of such subscription rights

or warrants applicable to one share of Common Stock.  Such

adjustment shall become effective retroactively immediately

after the record date for the determination of stockholders

entitled to receive such distribution.

 

          (k)  For the purpose of any computation under

Section (D)(6)(b) and (D)(6)(c), the current market price

of a share of Common Stock on any date shall be the average

of the daily Closing Prices for 10 consecutive Business

Days before the day in question.

 

          (l)  The Corporation shall be entitled to make

such additional adjustments in the conversion price, in

addition to those required by subsections D(6)(a), D(6)(b)

and D(6)(c), as shall be necessary in order that any

dividend or distribution in shares of stock, subdivision,

reclassification or combination of shares of Common Stock,

issuance of rights or warrants, evidences of indebtedness

or assets (other than cash), referred to above, shall not

be taxable to the Shareholders.

 

          (m)  In any case in which this Section (D)(6)

shall require that an adjustment be made retroactively

immediately following a record date, the Corporation may

elect to defer (but only for five (5) Business Days

following the filing of the statement referred to in

Section (D)(6)(g)) issuing to the holder of any shares of

this Series converted after such record date (i) the shares

of Common Stock and other capital stock of the Corporation

issuable upon such conversion over and above (ii) the

shares of Common Stock and other capital stock of the

Corporation issuable upon such conversion on the basis of

the conversion rate prior to adjustment.

 

          (n)  Notwithstanding any other provisions of this

Section (D)(6), the Corporation shall not be required to

make any adjustment of the conversion rate unless such

adjustment would require an increase or decrease of at

least 1% in such rate.  Any lesser adjustment shall be

carried forward and shall be made at the time of and

together with the next subsequent adjustment which,

together with any adjustment or adjustments so carried

forward, shall amount to an increase or decrease of at

least 1% in such rate.

 

          (o)  Whenever an adjustment in the conversion

rate is required, the Corporation shall forthwith place on

file with its Transfer Agent a statement signed by its

President or a Vice President and by its Secretary or

Treasurer or one of its Assistant Secretaries or Assistant

Treasurers, stating the adjusted conversion rate determined

as provided herein.  Such statements shall set forth in

reasonable detail such facts as shall be necessary to show

the reason and the manner of computing such adjustment.

Promptly after the adjustment of the conversion rate, the

Corporation shall mail a notice thereof to each holder of

shares of this Series.

 

          (p)  The term "Common Stock" as used in this

Paragraph F means the Corporation's Common Stock, $1.00 par

value, as the same exists at the date of filing of the

Certificate of Designation relating to this Series or any

other class of stock resulting from successive changes or

reclassifications of such Common Stock consisting solely of

changes in par value, or from par value to no par value, or

from no par value to par value.  In the event that at any

time as a result of an adjustment made pursuant to Section

(D)(6)(a), the holder of any share of this Series

thereafter surrendered for conversion shall become entitled

to receive any shares of the Corporation other than shares

of its Common Stock, the conversion rate of such other

shares so receivable upon conversion of any share shall be

subject to adjustment from time to time in a manner and on

terms as nearly equivalent as practicable to the provisions

with respect to Common Stock contained in subparagraphs (a)

through (g) of this Section (D)(6), and the provisions of

Section (D)(1) through (5) and (8) through (12) with

respect to the Common Stock shall apply on like or similar

terms to any such other shares.

 

          (7)  The Series A conversion rate shall be

adjusted from time to time as follows:

 

          (a)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

(i) pay a dividend in shares of its Series A Stock, (ii)

subdivide its outstanding shares of Series A Stock, (iii)

combine its outstanding shares of Series A Stock into a

smaller number of shares, or (iv) issue by reclassification

of its shares of Series A Stock any shares of stock of the

Corporation, the Series A conversion rate in effect

immediately prior to such action shall be adjusted so that

the holder of any shares of this Series thereafter

surrendered for conversion shall be entitled to receive the

number of shares of capital stock of the Corporation which

such holder would have owned or have been entitled to

receive immediately following such action had such shares

of this Series been converted immediately prior thereto.

An adjustment made pursuant to this Section (D)(7)(a) shall

become effective retroactively to immediately after the

opening of business on the day following the record date in

the case of a dividend or distribution and shall become

effective immediately after the opening of business on the

day following the effective date in the case of

subdivision, combination or reclassification.  If, as a

result of an adjustment made pursuant to this Section

(D)(7)(a), the holder of any shares of this Series

thereafter surrendered for conversion shall become entitled

to receive shares of two or more classes of capital stock

of the Corporation, the Board of Directors (whose

determination shall be conclusive) shall determine the

allocation of the adjusted Series A conversion rate between

or among shares of such classes of capital stock.

 

          (b)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

issue rights or warrants to all holders of shares of its

Series A Stock entitling them to subscribe for or purchase

shares of Series A Stock at a price per share less than the

current market price per share of Series A Stock (as

defined in Section (D)(7)(d), at such record date, the

Series A conversion rate shall be adjusted so that it shall

equal the rate determined by multiplying the Series A

conversion rate in effect immediately prior to the date of

issuance of such rights or warrants by a fraction, the

numerator of which shall be the number of shares of Series

A Stock outstanding on the date of issuance of such rights

or warrants plus the number of additional shares of Series

A Stock offered for subscription or purchase, and the

denominator of which shall be the number of shares of

Series A Stock outstanding on the date of issuance of such

rights or warrants plus the number of shares which the

aggregate offering price of the total number of shares so

offered would purchase at such current market price.  Such

adjustment shall become effective retroactively immediately

after the record date for the determination of stockholders

entitled to receive such rights or warrants.

 

          (c)  In case the Corporation shall, at any time

or from time to time while any of the Stock is outstanding,

distribute to all holders of shares of its Series A Stock,

evidences of its indebtedness or securities or assets

(excluding cash distributions payable out of consolidated

earnings or retained earnings, or dividends payable in

shares of Series A Stock) or rights to subscribe (excluding

those referred to in (b)), then in each such case the

Series A conversion rate shall be adjusted so that it shall

equal the rate determined by multiplying the Series A

conversion rate in effect immediately prior to the date of

such distribution by a fraction, the numerator of which

shall be the current market price per share (determined as

provided in Section (D)(7)(d)) of the Series A Stock on the

record date referred to below, and the denominator of which

shall be such current market price per share of the Series

A Stock less the fair market value (as determined by the

Board of Directors of the Corporation, whose determination

shall be conclusive) of the portion of the assets or

evidences of indebtedness so distributed or of such

subscription rights or warrants applicable to one share of

Series A Stock.  Such adjustment shall become effective

retroactively immediately after the record date for the

determination of stockholders entitled to receive such

distribution.

 

          (d)  For the purpose of any computation under

Section (D)(7)(b) and (D)(7)(c), the current market price

of a share of Series A Stock on any date shall be the

average of the daily Closing Prices for 10 consecutive

Business Days before the day in question.

 

          (e)  The Corporation shall be entitled to make

such additional adjustments in the Series A conversion

rate, in addition to those required by subsections D(7)(a),

D(7)(b) and D(7)(c), as shall be necessary in order that

any dividend or distribution in shares of stock,

subdivision, reclassification or combination of shares of

Series A Stock, issuance of rights or warrants, evidences

of indebtedness or assets (other than cash), referred to

above, shall not be taxable to the Shareholders.

 

          (f)  In any case in which this Section (D)(7)

shall require that an adjustment be made retroactively

immediately following a record date, the Corporation may

elect to defer (but only for five (5) Business Days

following the filing of the statement referred to in

Section (D)(7)(g)) issuing to the holder of any shares of

this Series converted after such record date (i) the shares

of Series A Stock and other capital stock of the

Corporation issuable upon such conversion over and above

(ii) the shares of Series A Stock and other capital stock

of the Corporation issuable upon such conversion on the

basis of the Series A conversion rate prior to adjustment.

 

          (g)  Notwithstanding any other provisions of this

Section (D)(7), the Corporation shall not be required to

make any adjustment of the Series A conversion rate unless

such adjustment would require an increase or decrease of at

least 1% in such rate.  Any lesser adjustment shall be

carried forward and shall be made at the time of and

together with the next subsequent adjustment which,

together with any adjustment or adjustments so carried

forward, shall amount to an increase or decrease of at

least 1% in such rate.

 

          (h)  Whenever an adjustment in the Series A

conversion rate is required, the Corporation shall

forthwith place on file with its Transfer Agent a statement

signed by its President or a Vice President and by its

Secretary or Treasurer or one of its Assistant Secretaries

or Assistant Treasurers, stating the adjusted Series A

conversion rate determined as provided herein.  Such

statements shall set forth in reasonable detail such facts

as shall be necessary to show the reason and the manner of

computing such adjustment.  Promptly after the adjustment

of the Series A conversion rate, the Corporation shall mail

a notice thereof to each holder of shares of this Series.

 

          (8)  In case of either (a) any consolidation or

merger to which the Corporation is a party, other than a

merger or consolidation in which the Corporation is the

surviving or continuing corporation and which does not

result in any reclassification of, or change (other than a

change in par value or from par value to no par value or

from no par value to par value, or as a result of a

subdivision or combination) in, outstanding shares of

Common Stock, or (b) any sale or conveyance to another

corporation of the property of the Corporation as an

entirety, then the Corporation, or such successor

corporation, as the case may be, shall make appropriate

provision so that the holder of each share of this Series

then outstanding shall have the right to convert such share

of this Series into the kind and amount of shares of stock

or other securities and property receivable upon such

consolidation, merger, sale or conveyance by a holder of

the number of shares of Common Stock into which such shares

of this Series might have been converted immediately prior

to such consolidation, merger, sale or conveyance, subject

to adjustments which shall be as nearly equivalent as may

be practicable to the adjustments provided for in this

Section (D).  The provisions of this Section (D)(8) shall

apply similarly to successive consolidations, mergers,

sales or conveyances.

 

          (9)  Any shares of this Series which shall at any

time have been converted shall, after such conversion, have

the status of authorized but unissued shares of Preferred

Stock, without designation as to series until such shares

are once more designated as part of a particular series by

the Board of Directors.  The Corporation shall at all times

reserve and keep available out of its authorized but

unissued stock, for the purpose of effecting the conversion

of the shares of this Series, such number of its duly

authorized shares of Common Stock and Series A Stock as

shall from time to time be sufficient to effect the

conversion of all outstanding shares of this Series;

provided, however, that nothing contained herein shall

preclude the Corporation from satisfying its obligations in

respect of the conversion of the shares by delivery of