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                                                                    EXHIBIT 3-13

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                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                           THE DETROIT EDISON COMPANY




                UNDER SECTION 642 OF THE BUSINESS CORPORATION ACT




















 (AS FILED DECEMBER 10, 1991 WITH THE STATE OF MICHIGAN, DEPARTMENT OF COMMERCE)

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                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                           THE DETROIT EDISON COMPANY


     1.   These Restated Articles of Incorporation are executed pursuant to the
          provisions of Section 642, Act No. 121, Michigan Public Acts of 1989.

     2.   The present name of the corporation is THE DETROIT EDISON
          COMPANY.

     3.   The date of filing the original Articles of Incorporation was April
          26, 1967; and Restated Articles of Incorporation were filed on July
          25, 1978; May 27, 1981; October 25, 1983; and December 10, 1991.

     4.   The following Restated Articles of Incorporation supersede the
          original Articles of Incorporation as amended and restated and shall
          be the Articles of Incorporation of the corporation:


                                    ARTICLE I

     The name of the corporation is THE DETROIT EDISON COMPANY.


                                   ARTICLE II

     The purposes for which the corporation (the "Company") is formed are the
manufacture, production, generation, storage, sale, distribution and supply of
electricity, ice, salt, and chemical products, hot water, steam and other
vapors, gases and liquids, for light, heat and power for use and application for
municipal, domestic, scientific, manufacturing and any and all other purposes,
public and private, to which the same can be applied; the treatment and
refinement of metals, ores and minerals by electrolytic and other processes; the
manufacture, construction and (so far as may be permitted by law) the operation
and maintenance of plants, buildings, machinery, equipments, pipe lines,
distributing systems and every accessory and convenience for conducting and
developing the manufacture, production, use, distribution, regulation, control
and application of the foregoing products, for the purposes of light, heat,
cold, power, locomotion, transportation, mining, smelting and refining, and for
all other purposes to which the same can be applied; to purchase, lease, and
otherwise acquire, use, operate, sell license and otherwise dispose of any
plants, buildings, machinery, equipments, apparatus and devices or processes for
any of said purposes or any part thereof, to purchase, lease and otherwise
acquire, use, operate, sell, let, license and otherwise dispose of any
inventions, patents, patent rights, processes, business, good-will, trademarks,
brands and any and all other property, rights and privileges in connection with
any of the purposes herein referred to; to explore, develop, own and operate
salt mines and other mines; to acquire by purchase or otherwise mining
concessions, mining claims and mines, together with all mining rights, water
powers, water rights and any and all rights, powers, franchises and privileges
appertaining thereto; to lease, buy and otherwise acquire lands, and to
construct, maintain, improve, develop, control and manage water works and
irrigation works, and to dispose by sale or otherwise and to transfer any or all
of the same; to acquire, operate, maintain and dispose of storage,
transportation and all other facilities and conveniences whatsoever and
wheresoever in connection with any of

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the purposes herein referred to; 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 stock, bonds or other
obligations, and to deposit or place all or any of such shares or stocks or
other securities of such companies or of this Company in escrow or trust, for
such period and upon such terms and conditions as the Board of Directors may
deem desirable, and as may be permitted by law; to issue bonds, debentures or
obligations of the Company, from time to time, for any of the objects or
purposes of the Company, and to secure the same by mortgage or mortgages or deed
or deeds of trust, on any or all of the property, rights, franchises and incomes
of the Company, wheresoever situated, acquired and to be acquired, and to sell
or otherwise dispose of the same in such manner and upon such terms as the Board
of Directors may deem judicious. Each of the foregoing purposes shall be
regarded as an independent purpose and shall not be limited or restricted by
reference to, or inference from, the terms of any other specified purpose. In
general to carry on any business in connection therewith and incident thereto
not forbidden by the laws of the State of Michigan and with all the powers
conferred on corporations by the laws of the State of Michigan.


                                   ARTICLE III

     The location and post office address of the principal office of the Company
at the time of filing these Articles is 2000 Second Avenue, Detroit, Wayne
County, Michigan 48226 and it is hereby designated as the location and post
office address of the registered office of the Company in Michigan under these
Articles.


                                   ARTICLE IV

     The name of the Company's resident agent in Michigan at the time of filing
these Articles is John E. Lobbia and he is hereby designated as the resident
agent of the Company in Michigan under these Articles.


                                    ARTICLE V

     A.   The amount of the Company's authorized capital stock is Four Billion
Seven Hundred Four Million Seven Hundred Forty-Eight Thousand Four Hundred
Dollars consisting of four hundred million shares of Common Stock of the par
value of $10 per share, six million seven hundred forty-seven thousand four
hundred eighty-four shares of Preferred Stock of the par value of $100 per share
and thirty million shares of Preference Stock of the par value of $1 per share.

     B.   The statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions of
the shares of each class of stock of the Company is as follows:

                          DIVISION I - PREFERRED STOCK

          (1)  The Preferred Stock may be issued from time to time as follows:

               (a)  As full-paid and nonassessable shares of one or more series
               of Preferred Stock, and in the resolution or resolutions
               providing for the issue of shares of each particular series,
               before issuance, the Board of Directors is expressly authorized
               to fix:

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                    (i)   the distinctive serial designation of such series, and
                    the number of shares which shall constitute such series,
                    which number may be increased (unless otherwise provided for
                    such series) or decreased (but not below the number of
                    shares thereof then outstanding) from time to time by like
                    action of the Board of Directors to the extent permitted by
                    law;

                    (ii)  the annual dividend rate, and the dividend payment
                    dates (which dates shall be quarter-yearly), for such
                    series, and the date from which dividends on all shares of
                    such series issued prior to the record date for the first
                    dividend shall be cumulative;

                    (iii) the redemption price or prices for such series, which
                    shall in each case be not less than $100 and which may
                    consist of a redemption price or scale of redemption prices
                    applicable only to redemption for a sinking fund and a
                    different redemption price or scale of redemption prices
                    applicable to any other redemption;

                    (iv)  the amount payable on shares of such series in the
                    event of any voluntary liquidation, dissolution or winding
                    up of the Company;

                    (v)   the obligation, if any, of the Company to retire
                    shares of such series pursuant to a sinking fund (which term
                    as used herein shall include any fund or requirement for the
                    periodic redemption or purchase of shares), and the terms
                    and provisions of such sinking fund;

                    (vi)  the terms and conditions, if any, upon which shares of
                    such series shall be convertible into, or exchangeable for,
                    shares of stock of any other class or classes, including the
                    price or prices or the rate or rates of conversion or
                    exchange and the terms and conditions of change in basis or
                    adjustment thereof, if any.

               (b)  All shares of the Preferred Stock shall be of equal rank
               with each other, regardless of series, and shall be identical
               with each other in all respects except as provided in or
               permitted by paragraph (a) of this subdivision (1) and in
               paragraph (c) of subdivision (8); and the shares of the Preferred
               Stock of any one series shall be identical with each other in all
               respects except as to the dates from and after which dividends
               thereon shall be cumulative;

               (c)  In case the stated dividends and the amounts payable on
               liquidation are not paid in full, the shares of all series of the
               Preferred Stock shall share ratably in the payment of dividends
               including accumulations, if any, in accordance with the sums
               which would be payable on said shares if all dividends were
               declared and paid in full, and in any distribution of assets
               other than by way of dividends in accordance with the sums which
               would be payable on such distribution if all sums payable were
               discharged in full.

          (2)  The holders of Preferred Stock shall be entitled to receive, but
          only when and as declared by the Board of Directors and only out of
          surplus legally available for the payment of dividends, cumulative
          cash dividends at the annual rate for each particular series and no
          more, payable quarter-yearly in each year on the dividend payment
          dates theretofore fixed for such series to stockholders of record on
          the respective dates, not exceeding forty days preceding such dividend
          payment dates, fixed for each dividend when it is declared. Dividends
          on shares of the Preferred Stock shall be cumulative from and after
          dates determined as follows:


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               (a)  if issued prior to or on the record date for the first
               dividend on shares of any series, then from the date fixed by the
               resolutions providing for that series;

               (b)  if issued after the record date and on or before the payment
               date for a dividend on shares of the same series, then from and
               after such dividend payment date; and

               (c)  otherwise from and after the quarter-yearly dividend payment
               date for a series next preceding the date of issue of the
               particular shares of that series;

          but any arrearages in the payment thereof shall not bear interest.

          (3)  While any of the Preferred Stock is outstanding, no dividend
          shall be paid or declared, nor any distribution be made, on any junior
          stock (stock junior to the Preferred Stock either as to dividends or
          upon any liquidation, dissolution or winding up) other than a dividend
          payable in junior stock, nor shall any shares of junior stock be
          acquired (other than by an acquisition of shares of junior stock in
          exchange for, or through application of an amount not in excess of the
          proceeds of the sale of, shares of junior stock) by the Company or by
          any subsidiary (which term as used herein shall mean any corporation a
          majority of the shares of which at the time outstanding having voting
          power for the election of Directors, either at all times or only so
          long as no senior class of stock has voting power because of default
          in dividends or some other default, is owned directly or indirectly by
          the Company);

               (a)  unless all dividends on the Preferred Stock of all series
               accrued for all past quarter-yearly dividend periods shall have
               been paid and the full dividends thereon for the then current
               quarter yearly dividend period shall have been paid or declared
               and a sum sufficient for the payment thereof set apart; and

               (b)  unless, if at the time the Company is obligated to retire
               shares of the Preferred Stock pursuant to a sinking fund, the
               Company shall have redeemed or purchased all shares of the
               Preferred Stock then or theretofore required to be redeemed or
               purchased pursuant to all sinking funds provided for the
               Preferred Stock.

               Subject to the foregoing provisions and to any further
          limitations prescribed by or in accordance with the provisions of
          subdivision (1) hereof, such dividends (payable in cash, stock or
          otherwise) as may be determined by the Board of Directors may be
          declared and paid on junior stock from time to time out of any funds
          of the Company legally available for the payment of dividends, and the
          Preferred Stock shall not be entitled to participate in any such
          dividends.

          (4)  Subject to the provisions herein with respect to the Preferred
          Stock, the Board of Directors shall have power from time to time to
          fix, determine and vary the amount of working capital of the Company
          and to direct and determine the use and disposition of any surplus of
          the Company over and above the capital of the Company, and to use the
          surplus of the Company for the purpose of acquiring any of the stock
          of the Company, and to reissue and sell any of the stock so acquired.

          (5)  Subject to the provisions of paragraph (d) of subdivision (8)
          hereof, the Company at its option, acting by its Board of Directors,
          or for the purpose of any sinking fund, may redeem the whole or any
          part of the Preferred Stock at any time outstanding, or the whole or
          any part of any series thereof, at any time or from time

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          to time, upon notice duly given as hereinafter specified, at the
          applicable redemption price or prices fixed by the resolutions
          creating the series, together with a sum, in the case of each share so
          to be redeemed, computed at the annual dividend rate for the series of
          which the particular share is a part, from and after the date on which
          dividends on such share became cumulative to and including the date
          fixed for such redemption, less the aggregate of the dividends
          theretofore and on such redemption date paid thereon, but computed
          without interest.

               Notice of every redemption of Preferred Stock shall be given by
          publication at least once in a newspaper printed in the English
          language, customarily published on each business day, and of general
          circulation in the Borough of Manhattan, The City of New York, such
          publication to be at least on the thirtieth day prior to the date
          fixed for such redemption. Notice of every such redemption shall also
          be mailed at least on the thirtieth day prior to the date fixed for
          such redemption to the holders of record of the shares so to be
          redeemed at their respective addresses as the same shall appear on the
          books of the Company; but no failure to mail such notice nor any
          defect therein nor in the mailing thereof shall affect the validity or
          effectiveness of the redemption of any shares so to be redeemed.

               In case of any redemption of a part only of the Preferred Stock,
          or any series thereof, at the time outstanding, the redemption may be
          either pro rata or by lot. The Board of Directors shall have full
          power and authority to prescribe the manner and method in which the
          drawings by lot or the pro rata redemption shall be conducted and,
          subject to the provisions herein contained, the terms and conditions
          upon which the Preferred Stock shall be redeemed from time to time.

               If any such notice of redemption shall have been duly given and
          if, on or before the redemption date specified therein, all funds
          necessary for such redemption shall have been set aside by the
          Company, separate and apart from its other funds, in trust for the pro
          rata benefit of the holders of the shares so called for redemption, so
          as to be and continue to be available therefor, then, notwithstanding
          that any certificate for shares so called for redemption shall not
          have been surrendered for cancellation, all shares so called for
          redemption shall no longer be deemed outstanding on and after such
          redemption date, and all rights with respect to such shares shall
          forthwith on such redemption date cease and terminate, except only the
          right of the holders thereof to receive the amount payable on
          redemption thereof, without interest, and the right to exercise on or
          before the date fixed for redemption, privileges of exchange or
          conversion, if any, not theretofore expired.

               If any such notice of redemption shall have been duly given or
          if the Company shall have given to the bank or trust company
          hereinafter referred to irrevocable written authorization promptly to
          give or complete such notice, and if on or before the redemption date
          specified therein all funds necessary for such redemption shall have
          been deposited by the Company with a bank or trust company in good
          standing, designated in such notice, organized under the laws of the
          United States of America or of the State of New York, doing business
          in the Borough of Manhattan, The City of New York having a capital,
          surplus and undivided profits aggregating at least $5,000,000
          according to its last published statement of condition, in trust for
          the pro rata benefit of the holders of the shares so called for
          redemption, then, notwithstanding that any certificate for shares so
          called for redemption shall not have been surrendered for
          cancellation, from and after the time of such deposit all shares of
          the Preferred Stock so called for redemption shall no longer be deemed
          to be outstanding and all rights with respect to such shares shall
          forthwith cease and terminate, except only the right of the holders
          thereof to receive from such bank or

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          trust company at any time after the time of such deposit the funds so
          deposited, without interest, and the right to exercise on or before
          the date flxed for redemption, privileges of exchange or conversion,
          if any, not theretofore expired. Any interest accrued on such funds
          shall be paid to the Company from time to time.

               Any funds so set aside or deposited by the Company which shall
          not be required for such redemption because of the exercise of any
          right of conversion or exchange subsequent to the date of such setting
          aside or deposit shall be released or repaid to the Company forthwith.

               While any dividends payable on the Preferred Stock shall be in
          arrears, no shares of such Stock shall be redeemed by the Company (for
          the purpose of any sinking fund or otherwise) unless all such Stock
          then outstanding shall simultaneously be redeemed, and no shares of
          such Stock shall be purchased by the Company or any subsidiary (for
          the purpose of any sinking fund or otherwise) unless such purchase
          shall be pursuant to tenders called for on at least twenty (20) days'
          prior written notice given by mail to the holders of record of the
          Preferred Stock addressed to them at their respective addresses as the
          same shall appear on the books of the Company and the shares so
          purchased shall be those tendered at the lowest prices pursuant to
          such call for tenders, except in any case where such redemption or
          purchase shall have been authorized pursuant to paragraph (d) of
          subdivision (8) hereof. Subject to the foregoing, the Board of
          Directors shall have full power and authority to prescribe the manner
          in which the call for tenders shall be conducted, and the terms and
          conditions upon which the Preferred Stock shall be purchased pursuant
          to such tenders.

               Shares of Preferred Stock which are redeemed or purchased shall
          not be reissued.

          (6)  In the event of any liquidation, dissolution or winding up to the
          Company, the holders of the Preferred Stock of each series then
          outstanding shall be entitled to receive out of the assets of the
          Company, before any distribution or payment shall be made to the
          holders of the junior stock,

               (a)  if such liquidation, dissolution or winding up be voluntary,
               the amounts payable on shares of such series fixed by the
               resolutions creating the series, or

               (b)  if such liquidation, dissolution or winding up be
               involuntary, the sum of $100 per share, plus, in each case, in
               respect of each such share, a sum computed at the annual dividend
               rate for the series of which such share is a part from and after
               the date on which dividends on such share became cumulative to
               and including the date fixed for such payment, less the aggregate
               of dividends theretofore paid thereon, but computed without
               interest. If such payment shall have been made in full to the
               holders of the Preferred Stock on voluntary or involuntary
               liquidation, dissolution or winding up, the remaining assets of
               the Company shall be distributed among the holders of the junior
               stock, pro rata in accordance with their respective rights. For
               the purpose of this subdivision (6), (i) the sale, lease or
               conveyance of all or substantially all the property or business
               of the Company to, or the consolidation or merger of the Company
               with, any other corporation or corporations, or (ii) a
               reorganization which does not adversely affect the rights or
               preferences of the Preferred Stock, shall not be deemed to
               constitute a liquidation, dissolution or winding up of the
               Company, voluntary or involuntary, provided, however, that the
               sale, lease, or conveyance of all or substantially all of the
               property or business of the Company to any


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               governmental body, including, without limitation, any municipal
               corporation or political subdivision or authority, and any
               liquidation, dissolution or winding up attributable to
               governmental action, shall be deemed to be an involuntary
               liquidation, dissolution or winding up.

          (7)  No holder of Preferred Stock shall have any preemptive or
          preferential right to subscribe for or purchase any part of any new or
          additional issue of stock of any class whatsoever, or of securities
          convertible into any stock of any class whatsoever, whether now or
          hereafter authorized and whether issued for cash or other
          consideration or by way of dividend or otherwise.

          (8)  The consent of the holders of at least two-thirds of the
          Preferred Stock at the time outstanding, in the case of the matters
          specified in clauses (a), (c) and (d) of this subdivision (8), and of
          at least a majority of such Stock, in the case of the matters
          specified in clauses (b) and (e) of this subdivision (8), given in
          person or by proxy, either in writing or at a special meeting called
          for the purpose, at which the Preferred Stock shall vote separately as
          a class (unless the consent of the holders of a larger amount of such
          Stock is then required by law) shall be necessary to effect or
          validate any one or more of the following:

               (a)  The authorization of any class of stock of the Company
               ranking prior to, or on a parity with, the Preferred Stock; or to
               increase the authorized amount of any stock ranking prior to the
               Preferred Stock;

               (b)  The authorization of any increase in the authorized amount
               of the Preferred Stock or of any stock of the Company ranking on
               a parity with the Preferred Stock;

               (c)  The amendment, alteration or repeal of any of the provisions
               of these Articles of Incorporation, as amended, so as to affect
               adversely any right, preference, privilege or voting power of the
               Preferred Stock; and provided further that if any such amendment,
               alteration or repeal shall affect adversely any right,
               preference, privilege or voting power of one or more, but not
               all, of the series of Preferred Stock at the time outstanding, or
               shall unequally so affect the series of Preferred Stock at the
               time outstanding, the consent of the holders of at least
               two-thirds of the shares then outstanding of each such series so
               affected, similarly given, shall be required in addition to the
               consent of the holders of two-thirds of the Preferred Stock
               voting as a class;

               (d)  The purchase otherwise than pursuant to tenders as
               hereinabove provided or the redemption of less than all of the
               Preferred Stock at the time outstanding, unless the full dividend
               on the Preferred Stock for all past quarter-yearly dividend
               period shall have been paid or declared and a sum sufficient for
               the payment thereof set apart; or

               (e)  The voluntary liquidation, dissolution or winding up of the
               Company, or the sale, lease or conveyance of all or substantially
               all of the property or business of the Company, or a
               consolidation or merger of the Company with, any other
               corporation or corporations (other than the consolidation or
               merger of the Company with any corporation or corporations, all
               the outstanding stock of which it then owns);

          provided that no vote or consent of the holders of the Preferred Stock
          shall be required under the provisions of this subdivision (8) if, at
          or prior to the time when the

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          act with respect to which such vote or consent would otherwise be
          required shall be effected, provision is to be made in accordance with
          the provisions of the fifth paragraph of subdivision (5) for the
          redemption of all shares of Preferred Stock at the time outstanding.

          (9)  Unless and until four quarter-yearly dividends (whether or not
          consecutive) payable on the Preferred Stock of any series shall be in
          default, in whole or in part, the entire voting power and all voting
          rights, except as otherwise specifically provided in subdivision (8)
          above or required by law, shall be vested exclusively in the Common
          Stock. If and when four quarter-yearly dividends (whether or not
          consecutive) payable on the Preferred Stock of any series shall be in
          default, in whole or in part, the number of Directors constituting the
          Board of Directors shall be increased by two (such two Directors being
          herein sometimes called the "additional two Directors") and the
          holders of the outstanding Preferred Stock (of all series), voting
          separately as a class, regardless of series, shall thereupon, in
          addition to the voting rights specifically provided in subdivision (8)
          above and required by law, become entitled, at any annual meeting of
          the stockholders or special meeting held in place thereof, or at a
          special meeting of the holders of the Preferred Stock called as
          hereinafter provided, until all dividends in default shall have been
          paid as hereinafter provided, to elect the additional two Directors.
          However, if and when all dividends then in default on the Preferred
          Stock of each series then outstanding shall thereafter be paid, the
          Preferred Stock shall then be divested of such voting power, but
          always subject to the same provisions for the vesting of such voting
          power in the Preferred Stock in case of any similar future default or
          defaults. Upon termination of the voting power of the Preferred Stock
          at any time by reason of the payment of all defaulted dividends on
          such Stock, the terms of office of the additional two Directors
          (whether elected by vote of the holders of the Preferred Stock or to
          fill a vacancy) shall forthwith terminate and the number of Directors
          constituting the Board of Directors shall be reduced accordingly.

               At any time after such voting power shall have become so vested
          in the Preferred Stock, a special meeting of the holders of the
          Preferred Stock may be held for the purpose of electing the additional
          two Directors, at the place, upon the notice and at the time provided
          by the Company's By-Laws for a special meeting of stockholders. The
          Secretary of the Company, upon the written request of the owners of
          record of not less than five percent of the Preferred Stock
          outstanding at the time, within ten days after receipt of any such
          request, shall give the direction for the holding of such a special
          meeting of the holders of the Preferred Stock on a day not more than
          forty days after the date of the giving of such direction; and, if the
          Secretary shall fail to give such direction within ten days after
          receipt of any such request, then the owners of record of not less
          than five percent of the Preferred Stock outstanding at the time may
          designate in writing one of their number to call such meeting, and the
          person designated may call such meeting to be held at the place and
          upon the notice above provided, and for that purpose shall have access
          to the stock books of the Company. If such special meeting of the
          holders of the Preferred Stock shall not be held, then at the annual
          meeting of stockholders next succeeding the accrual of such voting
          power or special meeting held in place thereof, the holders of the
          Preferred Stock, voting separately as a class, shall be entitled to
          receive notice of meeting and to elect the additional two Directors,
          with the same validity and effect as if such election had occurred at
          a special meeting of the holders of the Preferred Stock, held as
          hereinabove provided. At any meeting at which the holders of the
          Preferred Stock shall be entitled to elect the additional two
          Directors, the holders of at least a majority of the then outstanding
          shares of the Preferred Stock, whether present in person or by proxy,
          shall be sufficient to constitute a quorum for the election of,

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          and a plurality of the votes of the holders of the Preferred Stock so
          present at any such meeting at which there shall be such a quorum
          shall be sufficient to elect, the additional two Directors. The
          Directors elected at any such meeting shall hold office until the next
          annual meeting of stockholders or special meeting held in place
          thereof or as otherwise provided above. In case of any vacancy in the
          Board of Directors occurring among the additional two Directors
          (whether elected by the holders of the Preferred Stock or to fill a
          vacancy), the remaining such Director may elect a successor to hold
          office until the next annual meeting of the stockholders or special
          meeting held in place thereof or as otherwise provided above. If not
          so filled prior to the next succeeding annual meeting of stockholders,
          such vacancy may be filled at such annual meeting by the vote of the
          holders of the Preferred Stock, voting separately as a class.

          (10) The designation, number, relative rights and preferences of the
          Convertible Cumulative Preferred Stock, 5-1/2% Series, $100 par value
          (insofar as they supplement the provisions which are applicable to all
          shares of Preferred Stock, irrespective of series, contained in the
          Company's Articles of Incorporation, as amended), as affixed by the
          Board of Directors before the issuance of such series, are as follows:

               (i)   The series shall be designated as Convertible Cumulative
               Preferred Stock, 5-1/2% Series, $100 par value (hereinafter
               called "this Series"), and shall consist of 961,093 shares. Such
               number shall not be increased.

               (ii)  The dividend rate on the shares of this Series shall be
               $5.50 per share per annum; such dividends shall be fully
               cumulative from October 15, 1967 and shall be payable quarterly
               on the fifteenth day of January, April, July and October in each
               year.

               (iii) The shares of this Series shall be redeemable at: $105 per
               share if redeemed prior to October 15, 1968; $104 per share if
               redeemed thereafter and prior to October 15, 1969; $103 per share
               if redeemed thereafter and prior to October 15, 1970; $102 per
               share if redeemed thereafter and prior to October 15, 1971; $101
               per share if redeemed thereafter and prior to October 15, 1972;
               and $100 per share if redeemed thereafter; plus, in each case, an
               amount equal to dividends accrued to the redemption date.

               (iv)  The liquidation price of the shares of this Series, in case
               of voluntary liquidation, dissolution or winding up, shall be an
               amount equal to the redemption price per share applicable on the
               date of such voluntary liquidation, dissolution or winding up.

               (v)   There shall be no sinking fund with respect to the shares
               of this Series.

               (vi)  The holders of shares of this Series shall have the right,
               at their option, to convert such shares into shares of Common
               Stock of the corporation at any time on and subject to the
               following terms and conditions:

                     (1) The shares of this Series shall be convertible at the
                     office of any transfer agent, and at such other office or
                     offices, if any, as the Board of Directors may designate,
                     into full paid and non-assessable shares (calculated as to
                     each conversion to the nearest 1/100th of a share) of
                     Common Stock of the corporation, at the conversion price,
                     determined as hereinafter provided, in effect at the time
                     of conversion, each share of this

                                      -10-

<PAGE>   11


                     Series being taken at $100 for the purpose of such
                     conversion. The price at which shares of Common Stock shall
                     be delivered upon conversion (herein called the "conversion
                     price") shall be initially $30 per share of Common Stock.
                     The conversion price shall be reduced in certain instances
                     as provided in paragraphs (3), (9) and (10) below, and
                     shall be increased in certain instances as provided in
                     paragraph (10) below. No payment or adjustment shall be
                     made upon any conversion on account of any dividends
                     accrued on the shares of this Series surrendered for
                     conversion or on account of any dividends on the Common
                     Stock issued upon such conversion.

          (2)  In order to convert shares of this Series into Common Stock the
          holder thereof shall surrender at any office hereinabove mentioned the
          certificate or certificates therefor, duly endorsed to the corporation
          or in blank, and give written notice to the corporation at said office
          that he elects to convert such shares. Shares of this Series shall be
          deemed to have been converted immediately prior to the close of
          business on the day of the surrender of such shares for conversion as
          provided above, and the person or persons entitled to receive the
          Common Stock issuable upon such conversion shall be treated for all
          purposes as the record holder or holders of such Common Stock at such
          time. As promptly as practicable on or after the conversion date, the
          corporation shall issue and shall deliver at said office a certificate
          or certificates for the number of full shares of Common Stock issuable
          upon such conversion, together with cash in lieu of any fraction of a
          share, as hereinafter provided, to the person or persons entitled to
          receive the same. Shares of this Series which have been converted
          shall not be reissued. In case shares of this Series are called for
          redemption, the right to convert such shares shall cease and terminate
          at the close of business on the date fixed for redemption, unless
          default shall be made in payment of the redemption price.

          (3)  In case the conversion price in effect immediately prior to the
          close of business on any day shall exceed by 50 cents or more the
          amount determined at the close of business on such day by dividing:

               (i)  a sum equal to (a) 28,832,811 multiplied by $30 (being the
               initial conversion price), plus (b) the aggregate of the amounts
               of all consideration received by the corporation upon the
               issuance of Additional Shares of Common Stock (as hereinafter
               defined), minus (c) the aggregate of the amounts of all dividends
               and other distributions which have been paid or made after
               September 28, 1967 on Common Stock, other than in cash out of its
               earned surplus or in Common Stock or in other securities
               convertible or exchangeable into Common Stock or in rights or
               options to subscribe for or to purchase Common Stock or any such
               other convertible or exchangeable securities, by

               (ii) the sum of (a) 28,832,811 and (b) the number of Additional
               Shares of Common Stock which shall have been issued,

          the conversion price shall be reduced, effective immediately prior to
          the opening of business on the next succeeding day, by an amount equal
          to the amount by which such conversion price shall exceed

                                      -11-

<PAGE>   12

          the amount so determined. The foregoing amount of 50 cents (or such
          amount as theretofore adjusted) shall be subject to adjustment as
          provided in paragraphs (9) and (10) below, and such amount (or such
          amount as theretofore adjusted) is referred to in such paragraphs as
          the "Differential Amount."

          (4)  The term "Additional Shares of Common Stock" as used herein shall
          mean, without duplication, all shares of Common Stock issued after
          September 28, 1967 (including shares deemed to be "Additional Shares
          of Common Stock" pursuant to paragraph (10) below) and all shares of
          Common Stock which after September 28, 1967 shall have been deemed to
          be issued pursuant to paragraph (8) below, whether or not subsequently
          reacquired or retired by the corporation, other than:

               (i)   shares issued upon conversion of shares of this Series;

               (ii)  shares issued upon conversion of the 3-1/4% Convertible
               Debentures due 1969 and of the 3-3/4% Convertible Debentures due
               1971 of the Company outstanding on September 28, 1967; and

               (iii) shares issues by way of dividend or other distribution on
               shares of Common Stock excluded from the definition of Additional
               Shares of Common Stock by the foregoing clauses (i) or (ii) or
               this clause (iii) or on shares of Common Stock resulting from any
               subdivision or combination of shares of Common Stock so excluded.

               Except as otherwise expressly provided, shares of Common Stock or
          other securities held in the treasury of the Company shall be deemed
          outstanding, and the sale or other disposition of any such shares
          shall not be deemed an issuance thereof

          (5)  In case of the issuance of Common Stock for a consideration part
          or all of which shall be cash, the amount of the cash consideration
          therefor shall be deemed to be the amount of cash received by the
          Company for such shares (or, if such Common Stock is offered by the
          Company for subscription, the subscription price, or, if such Common
          Stock is sold to underwriters or dealers for public offering without a
          subscription offering, the initial public offering price), without
          deducting therefrom any compensation or discount in the sale,
          underwriting or purchase thereof by underwriters or dealers or others
          performing similar services or for any expenses incurred in connection
          therewith.

          (6)  In case of the issuance (otherwise than as a dividend or other
          distribution on any stock of the Company or upon conversion or
          exchange of other securities of the Company) of Common Stock for a
          consideration part or all of which shall be other than cash, the
          amount of the consideration therefor other than cash shall be deemed
          to be the value of such consideration as determined by the Board of
          Directors, irrespective of the accounting treatment thereof. The
          reclassification of securities other than Common Stock into securities
          including Common Stock shall be deemed to involve the issuance for a
          consideration other than cash of such Common Stock immediately prior
          to the close of business on the date fixed

                                      -12-
<PAGE>   13

          for the determination of stockholders entitled to receive such Common
          Stock.

          (7)  Common Stock issuable by the way of dividend or other
          distribution on any class of capital stock of the corporation shall be
          deemed to have been issued without consideration, and shall be deemed
          to have been issued immediately prior to the close of business on the
          date fixed for the determination of stockholders entitled to receive
          such dividend or other distribution, except that if the total number
          of shares constituting such dividend or other distribution exceeds
          five percent of the total number of shares of Common Stock outstanding
          at the close of business on the date fixed for the determination of
          stockholders entitled to receive such dividend or other distribution
          such Common Stock shall be deemed to have been issued immediately
          after the opening of business on the day following the date fixed for
          the determination of stockholders entitled to receive such dividend or
          other distribution.

               A dividend or other distribution in cash or in property
          (including any dividend or other distribution in securities other than
          Common Stock) shall be deemed to have been paid or made immediately
          prior to the close of business on the date fixed for the determination
          of stockholders entitled to receive such dividend or other
          distribution and the amount of such dividend or other distribution in
          property shall be deemed to be the value of such property as of the
          date of the adoption of the resolution declaring such dividend or
          other distribution, as determined by the Board of Directors at or as
          of that date.

               If, upon the payment of any dividend or other distribution in
          cash or in property (excluding Common Stock but including all other
          securities), outstanding shares of Common Stock are canceled or
          required to be surrendered for cancellation, on a pro rata basis, the
          excess of the number of shares of Common Stock outstanding immediately
          prior thereto over the number to be outstanding immediately thereafter
          (less that portion of such excess attributable to the cancellation of
          shares excluded from the definition of Additional Shares of Common
          Stock by clauses (i), (ii) or (iii) of paragraph (4) above), shall be
          deducted from the sum computed pursuant to clause (ii) of paragraph
          (3) above for the purposes of all determinations under such paragraph
          (3) made immediately prior to the close of business on the date fixed
          for the determination of stockholders entitled to receive such
          dividend or other distribution and at any time thereafter.

               The reclassification (including any reclassification upon a
          consolidation or merger in which the Company is the continuing
          corporation) of Common Stock into securities including other than
          Common Stock shall be deemed to involve (a) a distribution on Common
          Stock of such securities other than Common Stock made immediately
          prior to the close of business on the effective date of the
          reclassification, and (b) a combination or subdivision, as the case
          may be, of the number of shares of Common Stock outstanding
          immediately prior to such reclassification into the number of shares
          of Common Stock outstanding immediately thereafter.

                                      -13-

<PAGE>   14

          (8)  In case of the issuance of Common Stock upon conversion or
          exchange of other securities of the Company or upon or following the
          exercise of rights or options to subscribe for or to purchase Common
          Stock or any such other convertible or exchangeable securities, the
          amount of the consideration received by the Company for such Common
          Stock shall be deemed to be the total of (a) the amount of the
          consideration, if any, received by the Company upon the issuance of
          such other securities or such options, plus (b) the amount of the
          consideration, if any, other than such other securities, received by
          the Company (except in adjustment of interest or dividends) upon such
          conversion, exchange or exercise. In determining the amount of the
          consideration received by the Company upon the issuance of any such
          other securities or options (i) the amount of the consideration in
          cash and other than cash shall be determined pursuant to paragraphs
          (5), (6) and (7) above, and (ii) if securities or options of the same
          class or series of a class were issued for different amounts of
          consideration, or if some were issued for no consideration, then the
          amount of the consideration received by the Company upon the issuance
          of each of the securities or options of such class or series, as the
          case may be, shall be deemed to be the average amount of the
          consideration received by the Company upon the issuance of all the
          securities or options of such class or series, as the case may be.

          In case at any time the Company shall issue any other securities of
          the Company convertible or exchangeable into Common Stock, or shall
          issue any rights or options to subscribe for or to purchase Common
          Stock or any such other convertible or exchangeable securities (other
          than rights or options issued to holders of Common Stock entitling
          them, for a period expiring within 45 days after the record date fixed
          for the purpose of determining such holders of Common Stock, so to
          subscribe or purchase), and the minimum price per share for which such
          Common Stock is issuable (calculated by dividing the minimum
          consideration receivable by the Company, determined as provided above,
          upon conversion or exchange of such other securities or upon or
          following the exercise of such rights or options, or both, as the case
          may be, by the maximum number of shares of Common Stock thereupon
          issuable) shall be less than the conversion price in effect at the
          time of issue of such other securities, rights or options, then such
          maximum number of shares of Common Stock shall for purposes of this
          Section (vi), be deemed to have been issued as of the date of issue of
          such other securities, rights or options (subject to paragraph (7)
          above) at said minimum price per share. No further adjustment of the
          conversion price shall be made pursuant to paragraph (3) in respect of
          the actual issue of any such Common Stock and the actual receipt of
          consideration already deemed to have been received.

          (9) In case Additional Shares of Common Stock are issued as a dividend
          or other distribution on any class of capital stock of the Company,
          the total number of shares constituting which dividend or other
          distribution exceeds five percent of the total number of shares of
          Common Stock outstanding at the close of business on the date fixed
          for the determination of stockholders entitled to receive such
          dividend or other distribution, the conversion price and the
          Differential Amount in effect at the opening of business on the day
          following the date fixed for such determination shall be reduced by
          multiplying each of them by a fraction of which the numerator shall be
          the number of shares of Common Stock outstanding at

                                      -14-
<PAGE>   15


          the close of business on the date fixed for such determination and the
          denominator shall be the sum of such number of shares and the total
          number of shares constituting such dividend or other distribution,
          such reductions to become effective immediately after the opening of
          business on the day following the date fixed for such determination.
          For the purposes of this paragraph (9), the number of shares of Common
          Stock at any time outstanding shall not include shares held in the
          treasury of the Company but shall include any shares issuable in
          respect of scrip certificates issued in lieu of fractions of shares of
          Common Stock (other than shares of Common Stock which, upon issuance,
          would not constitute Additional Shares of Common Stock). The Company
          will not pay any dividend or make any distribution on shares of Common
          Stock held in the treasury of the Company.

          (10) In case outstanding shares of Common Stock shall be subdivided
          into a greater number of shares of Common Stock, the conversion price
          and the Differential Amount in effect at the opening of business on
          the day following the day upon which such subdivision becomes
          effective shall each be proportionately reduced, and, conversely, in
          case outstanding shares of Common Stock shall be combined into a
          smaller number of shares of Common Stock, the conversion price and the
          Differential Amount in effect at the opening of business on the day
          following the day upon which such combination becomes effective shall
          each be proportionately increased, such reductions or increases as the
          case may be, to become effective immediately after the opening of
          business on the day following the day upon which such subdivision or
          combination becomes effective. In the event of any such subdivision,
          the number of shares of Common Stock outstanding immediately
          thereafter, to the extent of the excess thereof over the number
          outstanding immediately prior thereto (less that portion of such
          excess attributable to the subdivision of shares excluded from the
          definition of Additional Shares of Common Stock by clauses (i), (ii)
          or (iii) of paragraph (4) above), shall be deemed to be "Additional
          Shares of Common Stock" and to have been issued immediately after the
          opening of business on the date following the day upon which such
          division shall have become effective and without consideration. In the
          event of any such combination, the excess of the number of shares of
          Common Stock outstanding immediately prior thereto over the number
          outstanding immediately thereafter (less that portion of such excess
          attributable to the combination of shares excluded from the definition
          of Additional Shares of Common Stock by clauses (i), (ii) or (iii) of
          paragraph (4) above), shall be deducted from the sum computed pursuant
          to clause (ii) of paragraph (3) above for the purposes of all
          determinations under such paragraph (3) made on any day after the day
          upon which such combination becomes effective. Shares of Common Stock
          held in the treasury of the Company and shares issuable in respect of
          any scrip certificates issued in lieu of fractions of shares of Common
          Stock (other than shares of Common Stock which, upon issuance, would
          not constitute Additional Shares of Common Stock) shall be considered
          outstanding for the purposes of this paragraph (10).

          (11) Whenever the conversion price is adjusted as herein provided:

               (a)  the Company shall compute the adjusted conversion price in
               accordance with this Section (vi) and shall prepare a certificate


                                      -15-
<PAGE>   16

               signed by the Treasurer of the Company setting forth the adjusted
               conversion price and showing in reasonable detail the facts upon
               which such adjustment is based, including a statement of the
               consideration received or to be received by the Company for, and
               the amount of, any Additional Shares of Common Stock issued since
               the last such adjustment, and such certificate shall forthwith be
               filed with the transfer agent or agents for this Series; and

               (b)  a notice stating that the conversion price has been adjusted
               and setting forth the adjusted conversion price shall forthwith
               be required, and as soon as practicable after it is required,
               such notice shall be published at least once in a daily newspaper
               in the City of New York, N.Y., and shall be mailed to the holders
               of record of the outstanding shares of this Series; provided,
               however, that if within ten days after the completion of mailing
               of such a notice, an additional notice is required, such
               additional notice shall be deemed to be required pursuant to this
               clause (b) as of the opening of business on the tenth day after
               such completion of mailing and shall set forth the conversion
               price as adjusted at such opening of business, and upon the
               publication and mailing of such additional notice no other notice
               need be given of any adjustment in the conversion price occurring
               at or prior to such opening of business and after the time that
               the next preceding notice given by publication and mail became
               required.

          (12) In case:

               (a)  the Company shall declare a dividend (or any other
               distribution) on its Common Stock payable otherwise than in cash
               out of its earned surplus; or

               (b)  the Company shall authorize the granting to the holders of
               its Common Stock of rights to subscribe for or purchase any
               shares of capital stock of any class or of any other rights; or

               (c)  of any reclassification of the capital stock of the Company
               (other than a subdivision or combination of its outstanding
               shares of Common Stock), or of any consolidation or merger to
               which the Company is a party and for which approval of any
               stockholders of the Company is required, or of the sale or
               transfer of all or substantially all of the assets of the
               Company; or

               (d)  of the voluntary or involuntary dissolution, liquidation or
               winding up of the Company;

          then the Company shall cause to be mailed to the transfer agent or
          agents for this Series and to the holders of record of the outstanding
          shares of this Series, at least twenty days (or ten days in any case
          specified in clause (a) or (b) above) prior to the applicable record
          date hereinafter specified, a notice stating (x) the date on which a
          record is to be taken for the purpose of such dividend, distribution
          or rights, or, if a record is not to be taken, the date as of which
          the holders of Common Stock of record to be

                                      -16-

<PAGE>   17

          entitled to such dividend, distribution or rights are to be
          determined, or (y) the date on which such reclassification,
          consolidation, merger, sale, transfer, dissolution, liquidation or
          winding up is expected to become effective, and the date as of which
          it is expected that holders of Common Stock of record shall be
          entitled to exchange their shares of Common Stock for securities or
          other property deliverable upon such reclassification, consolidation,
          merger, sale, transfer, dissolution, liquidation or winding up.

          (13) The Company shall at all times reserve and keep available, free
          from preemptive rights, out of its authorized but unissued Common
          Stock, for the purpose of effecting the conversion of the shares of
          this Series, the full number of shares of Common Stock then
          deliverable upon the conversion of all shares of this Series then
          outstanding.

          (14) No fractional shares of Common Stock shall be issued upon
          conversion, but, instead of any fraction of a share which would
          otherwise be issuable, the Company shall pay a cash adjustment in
          respect of such fraction in an amount equal to the same fraction of
          the market price per share of Common Stock (as determined by the
          conversion agent) at the close of business on the day of conversion.

          (15) The Company will pay any and all taxes that may be payable in
          respect of the issue or delivery of shares of Common Stock on
          conversion of shares of this Series pursuant hereto. The Company shall
          not, however, be required to pay any tax which may be payable in
          respect of any transfer involved in the issue and delivery of shares
          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 Company the amount of any such tax, or has established, to
          the satisfaction of the Company, that such tax has been paid.

          (16) For the purpose of this Section (vi), the term "Common Stock"
          shall include any stock of any class of the Company which has no
          preference in respect of dividends or of amounts payable in the event
          of any voluntary or involuntary liquidation, dissolution or winding up
          of the Company, and which is not subject to redemption by the Company.
          However, shares issuable on conversion of shares of this Series shall
          include only shares of the class designated as Common Stock of the
          Company as of September 28, 1967, or shares of any class or classes
          resulting from any reclassification or reclassifications thereof and
          which have no preference in respect of dividends or of amounts payable
          in the event of any voluntary or involuntary liquidation, dissolution
          or winding up of the Company and which are not subject to redemption
          by the Company; provided that if at any time there shall be more than
          one such resulting class, the shares of each such class then so
          issuable shall be substantially in the proportion which the total
          number of shares of such class resulting from all such
          reclassifications bears to the total number of shares of all such
          classes resulting from all such reclassifications.

          (17) In case of any consolidation of the Company with, or merger of
          the Company into, any other corporation (other than a consolidation or
          merger

                                      -17-
<PAGE>   18


          in which the Company is the continuing corporation), or in case of any
          sale or transfer of all or substantially all of the assets of the
          Company, the other corporation formed by such consolidation or the
          other corporation into which the Company shall have been merged or the
          other corporation which shall have acquired such assets, as the case
          may be, shall file the required corporate instruments providing that
          each holder of shares of this Series then outstanding shall have the
          right thereafter to convert his shares of this Series into the kind
          and amount of shares of stock and other securities and property
          receivable upon such consolidation, merger, sale or transfer by a
          holder of the number of shares of Common Stock of the Company into
          which his shares of this Series might have been converted immediately
          prior to such consolidation, merger, sale or transfer. Such corporate
          instruments shall provide for adjustments which shall be as nearly
          equivalent as may be practicable to the adjustments provided for in
          this Section (vi). The above provisions of this Section (vi) shall
          similarly apply to successive consolidations, mergers, sales or
          transfers.

     (11) The designation, number, relative rights and preferences of the
     Cumulative Preferred Stock, 9.32% Series, $100 par value (insofar as they
     supplement the provisions which are applicable to all shares of Preferred
     Stock, irrespective of series, contained in the Company's Articles of
     Incorporation, as amended), as fixed by the Board of Directors before the
     issuance of such series, are as follows:

          (i)   The series shall be designated as Cumulative Preferred Stock,
          9.32% Series, $100 par value (hereinafter called "this Series"), and
          shall consist of 499,080 shares. Such number shall not be increased.

          (ii)  The dividend rate on the shares of this Series shall be $9.32
          per share per annum; such dividends shall be fully cumulative from
          October 28, 1970 and shall be payable quarterly on the fifteenth day
          of January, April, July and October in each year.

          (iii) The shares of this Series shall be redeemable at: $110 per share
          if redeemed prior to October 15, 1980; $107 per share if redeemed
          thereafter and prior to October 15, 1983; $104 per share if redeemed
          thereafter and prior to October 15, 1986; and $101 per share if
          redeemed thereafter; plus, in each case, an amount equal to dividends
          accrued to the redemption date; provided, however, that prior to
          October 15, 1980 no shares of this Series may be redeemed, directly or
          indirectly, from the proceeds or in anticipation of any refunding
          operation (other than through the issuance or sale of junior stock)
          involving an effective cost of money to the Company, computed in
          accordance with generally accepted financial practice, of less than
          9.32% per annum.

          (iv)  The liquidation price of the shares of this Series, in case of
          voluntary liquidation, dissolution or winding up, shall be an amount
          equal to the redemption price per share applicable on the date of such
          voluntary liquidation, dissolution or winding up.

          (v)   There shall be no sinking fund with respect to the shares of
          this Series.

          (vi)  The holders of shares of this Series shall have no right to
          convert such shares into shares of Common Stock of the Company.

                                      -18-
<PAGE>   19

     (12) The designation, number, relative rights and preferences of the
     Cumulative Preferred Stock, 7.68% Series, $100 par value (insofar as they
     supplement the provisions which are applicable to all shares of Preferred
     Stock, irrespective of series, contained in the Company's Articles of
     Incorporation, as amended), as fixed by the Board of Directors before the
     issuance of such series, are as follows:

          (i)   The Series shall be designated as Cumulative Preferred Stock,
          7.68% Series, $100 par value (hereinafter called "this Series"), and
          shall consist of 500,000 shares. Such number shall not be increased.

          (ii)  The dividend rate on the shares of this Series shall be $7.68
          per share per annum; such dividends shall be fully cumulative from
          March 24, 1971 and shall be payable quarterly on the fifteenth day of
          January, April, July and October in each year, with the initial
          dividend on the shares of this Series being payable on July 15, 1971.

          (iii)  The shares of this Series shall be redeemable at: $108 per
          share if redeemed prior to April 15, 1978; $106 per share if redeemed
          thereafter and prior to April 15, 1981; $103 per share if redeemed
          thereafter and prior to April 15, 1986; and $101 per share if redeemed
          thereafter; plus, in each case, an amount equal to dividends accrued
          to the redemption date; provided, however, that prior to April 15,
          1978 no shares of this Series may be redeemed, directly or indirectly,
          from the proceeds or in anticipation of any refunding operation (other
          than through the issuance or sale of junior stock) involving an
          effective cost of money to the Company, computed in accordance with
          generally accepted financial practice, of less than 7.68% per annum.

          (iv)   The liquidation price of the shares of this Series, in case of
          voluntary liquidation, dissolution or winding up, shall be an amount
          equal to the redemption price per share applicable on the date of such
          voluntary liquidation, dissolution or winding up.

          (v)    There shall be no sinking fund with respect to the shares of
          this Series.

          (vi)   The holders of shares of this Series shall have no right to
          convert such shares into shares of Common Stock of the Company.

     (13) The designation, number, relative rights and preferences of the
     Cumulative Preferred Stock, 7.45% Series, $100 par value (insofar as they
     supplement the provisions which are applicable to all shares of Preferred
     Stock, irrespective of series, contained in the Company's Articles of
     Incorporation, as amended), as fixed by the Board of Directors before the
     issuance of such series, are as follows:

          (i)   The Series shall be designated as Cumulative Preferred Stock,
          7.45% Series, $100 par value (hereinafter called "this Series"),
          and shall consist of 600,000 shares. Such number shall not be
          increased.

          (ii)  The dividend rate on the shares of this Series shall be
          $7.45 per share per annum; such dividends shall be fully cumulative
          from November 18, 1971 (except that dividends on shares originally
          issued after January 15, 1972 shall be fully cumulative from the next
          preceding quarter-yearly dividend payment date) and shall be payable
          quarterly on the fifteenth day of January, April, July and October in
          each year.

                                      -19-
<PAGE>   20


          (iii) The shares of this Series shall be redeemable at: $108 per share
          if redeemed prior to November 15, 1976; $106 per share if redeemed
          thereafter and prior to November 15, 1981; $103 per share if redeemed
          thereafter and prior to November 15, 1986; and $101 per share if
          redeemed thereafter; plus, in each case, an amount equal to dividends
          accrued to the redemption date; provided, however, that prior to
          November 15, 1976 no shares of this Series may be redeemed, directly
          or indirectly, from the proceeds or in anticipation of any refunding
          operation (other than through the issuance or sale of junior stock)
          involving an effective cost of money to the Company, computed in
          accordance with generally accepted financial practice, of less than
          7.45% per annum.

          (iv)  The liquidation price of the shares of this Series, in case of
          voluntary liquidation, dissolution or winding up, shall be an amount
          equal to the redemption price per share applicable on the date of such
          voluntary liquidation, dissolution or winding up.

          (v)   There shall be no sinking fund with respect to the shares of
          this Series.

          (vi)  The holders of shares of this Series shall have no right to
          convert such shares into shares of Common Stock of the Company.

     (14) The designation, number, relative rights and preferences of the
     Cumulative Preferred Stock, 7.36% Series, $100 par value (insofar as they
     supplement the provisions which are applicable to all shares of Preferred
     Stock, irrespective of series, contained in the Company's Articles of
     Incorporation, as amended), as fixed by the Board of Directors before the
     issuance of such series, are as follows:

          (i)   The series shall be designated as Cumulative Preferred
          Stock, 7.36% Series, $100 par value (hereinafter called "this
          Series"), and shall consist of 750,000 shares. Such number shall not
          be increased.

          (ii)  The dividend rate on the shares of this Series shall be $7.36
          per share per annum; such dividends shall be fully cumulative from
          December 13, 1972 (except that dividends on shares originally issued
          after January 15, 1973 shall be fully cumulative from the next
          preceding quarter-yearly dividend payment date) and shall be payable
          quarterly on the fifteenth day of January, April, July and October in
          each year.

          (iii) The shares of this Series shall be redeemable at: $107.50 per
          share if redeemed prior to December 1, 1977; $105 per share if
          redeemed thereafter and prior to December 1, 1982; $102.50 per share
          if redeemed thereafter and prior to December 1, 1987; and $101 per
          share if redeemed thereafter; plus, in each case, an amount equal to
          dividends accrued to the redemption date; provided, however, that
          prior to December 1, 1977 no shares of this series may be redeemed,
          directly or indirectly from the proceeds or in anticipation of any
          refunding operation (other than through the issuance or sale of junior
          stock) involving an effective cost of money to the Company, computed
          in accordance with generally accepted financial practice, of less than
          7.36% per annum.

          (iv)  The liquidation price of the shares of this Series, in case of
          voluntary liquidation, dissolution or winding up, shall be an amount
          equal to the redemption price per share applicable on the date of such
          voluntary liquidation, dissolution or winding up.


                                      -20-
<PAGE>   21

          (v)   There shall be no sinking fund with respect to the shares of
          this Series.

          (vi)  The holders of shares of this Series shall have no right to
          convert such shares into shares of Common Stock of the Company.

     (15) The designation, number, relative rights and preferences of the
     Cumulative Preferred Stock, 9.72% Series, $100 par value (insofar as they
     supplement the provisions which are applicable to all shares of Preferred
     Stock, irrespective of series, contained in the Company's Articles of
     Incorporation, as amended), as fixed by the Board of Directors before the
     issuance of such series, are as follows:

          (i)   The series shall be designated as Cumulative Preferred Stock,
          9.72% Series, $100 par value (hereinafter called "this Series"), and
          shall consist of 600,000 shares. Such number shall not be increased.

          (ii)  The dividend rate on the shares of this Series shall be $9.72
          per share per annum; such dividends shall be fully cumulative from the
          date of original issue and shall be payable quarterly on the fifteenth
          day of January, April, July and October in each year, commencing April
          15, 1979.

          (iii) The shares of this Series shall be redeemable at the option of
          the Company, as a whole or in part, at: $109.72 per share if redeemed
          prior to January 15, 1984; $105.80 per share if redeemed thereafter
          and prior to January 15, 1989; $102.90 per share if redeemed
          thereafter and prior to January 15, 1994; and $101.00 per share if
          redeemed thereafter; plus, in each case, an amount equal to dividends
          accrued to the redemption date; provided, however, that prior to
          January 15, 1984 no shares of this Series may be redeemed, directly or
          indirectly from the proceeds or in anticipation of any refunding
          operation (other than through the issuance or sale of junior stock)
          involving an effective cost of money to the Company, computed in
          accordance with generally accepted financial practice, of less than
          9.72% per annum.

          (iv)  The liquidation price of the shares of this Series, in case of
          voluntary liquidation, dissolution or winding up, shall be an amount
          equal to the redemption price per share applicable on the date of such
          voluntary liquidation, dissolution or winding up.

          (v)   The shares of this Series shall be entitled to the benefit of a
          sinking fund providing for the Company to redeem on January 15 in each
          year, commencing January 15, 1985, 30,000 shares of this Series at
          $100 per share, plus an amount equal to dividends accrued to the
          redemption date. The Company shall have the non-cumulative option to
          redeem up to an additional 30,000 shares of this Series on each such
          date at such sinking fund redemption price, and the option to credit
          shares of this Series purchased, redeemed or otherwise acquired by the
          Company at any time (other than for the sinking fund) to any annual
          sinking fund provision in lieu of redeeming shares as aforesaid.

          (vi)  The holders of shares of this Series shall have no right to
          convert such shares into any other securities of the Company.

     (16) The designation, number, relative rights and preferences of the
     Cumulative Preferred Stock, 9.60% Series, $100 par value (insofar as they
     supplement the provisions which are applicable to all shares of Preferred
     Stock, irrespective of series,


                                      -21-
<PAGE>   22

     contained in the Company's Articles of Incorporation, as amended), as fixed
     by the Board of Directors before the issuance of such series, are as
     follows:

          (i)   The series shall be designated as Cumulative Preferred Stock,
          9.60% Series, $100 par value (hereinafter called "this Series"), and
          shall consist of 650,000 shares. Such number shall not be increased.

          (ii)  The dividend rate on the shares of this Series shall be $9.60
          per share per annum; such dividends shall be fully cumulative from the
          date of original issue and shall be payable quarterly on the fifteenth
          day of January, April, July and October in each year, commencing with
          the first such dividend payment date following the record date upon
          which such shares shall be issued and outstanding.

          (iii) The shares of this Series shall be redeemable out of funds (if
          any) legally available therefor at the option of the Company, as a
          whole or in part, at: $110 per share if redeemed prior to October 15,
          1984; $107 per share if redeemed on or after October 15, 1984 and
          prior to October 15, 1989; $104 per share if redeemed on or after
          October 15, 1989 and prior to October 15, 1994; and $101 per share if
          redeemed on or after October 15, 1994; plus, in each case, an amount
          equal to dividends accrued to the redemption date; provided, however,
          that no shares of this Series shall be redeemed (a) directly or
          indirectly, from or in anticipation of the application of the proceeds
          of the sale of equity securities of the Company which are junior to
          this Series in right of payment of dividends or upon liquidation, or
          (b) prior to October 15, 1989, as part of, or in anticipation of, a
          refunding operation involving the application, directly or indirectly,
          of the proceeds of indebtedness or of the proceeds of the sale of
          equity securities which are senior to, or on a parity with, this
          Series in right of payment of dividends or upon liquidation, at an
          effective cost of money to the Company, computed in accordance with
          accepted financial practice, of less than 9.60% per annum.

          (iv)  The liquidation price of the shares of this Series, in case of
          voluntary liquidation, dissolution or winding up, shall be an amount
          equal to the redemption price per share applicable on the date of such
          voluntary liquidation, dissolution or winding up.

          (v)   The shares of this Series shall be entitled to the benefit of a
          sinking fund providing for the Company to redeem out of funds (if any)
          legally available therefor, pro rata among the holders of outstanding
          shares of this Series, on October 15, in each year, commencing October
          15, 1985, the lesser of 32,500 shares of this Series or five percent
          of the aggregate number of shares of this Series issued on or before
          June 30, 1980 at $100 per share, plus an amount equal to dividends
          accrued to the redemption date, until such Series is fully redeemed.
          The Company shall have the non-cumulative option to as much as double
          any mandatory redemption payment; provided, however, that no more than
          the lesser of 220,000 shares of this Series or 33-1/3 percent of the
          aggregate number of shares of this Series issued on or before June 30,
          1980 (such product rounded upward to the nearest multiple of 10,000
          shares) may be redeemed pursuant to this option.

          (vi)  The holders of shares of this Series shall have no right to
          convert such shares into any other securities of the Company.



                                      -22-
<PAGE>   23

                         DIVISION II - PREFERENCE STOCK

     (1)  The Preference Stock shall be stock junior to the Preferred Stock both
     as to dividends and upon any liquidation, dissolution or winding up of the
     Company. The Preference Stock may be issued from time to time as follows:

          (a)  As fully-paid and nonassessable shares of one or more series of
          Preference Stock, and in the resolution or resolutions providing for
          the issue of shares of each particular series, before issuance, the
          Board of Directors is expressly authorized to fix the relative rights,
          preferences and limitations of shares of each particular series to the
          full extent now or hereafter permitted by law, including, but without
          limiting the generality of the foregoing:

               (i)   the distinctive serial designation of such series, and the
               number of shares which shall constitute such series, which number
               may be increased (unless otherwise provided for such series) from
               time to time by like action of the Board of Directors to the
               extent permitted by law;

               (ii)  the annual dividend rate, and the dividend payment dates
               (which dates shall be quarter-yearly), for such series, and the
               date or dates from which dividends on shares of such series shall
               be cumulative;

               (iii) the redemption price or prices for such series, which may
               consist of a redemption price or scale of redemption prices
               applicable only to redemption for a sinking fund and a different
               redemption price or scale of redemption prices applicable to any
               other redemption;

               (iv)  the amount or amounts payable on shares of such series in
               the event of any voluntary or involuntary liquidation,
               dissolution or winding up of the Company;

               (v)   the obligation, if any, of the Company to retire shares of
               such series pursuant to a sinking fund (which term as used herein
               shall include any fund or requirement for the periodic redemption
               or purchase of shares), and the terms and provisions of such
               sinking fund;

               (vi)  the terms and conditions, if any, upon which shares of such
               series shall be convertible into, or exchangeable for, shares of
               stock of any other class or classes, including the price or
               prices or the rate or rates of conversion or exchange and the
               terms and conditions of change in basis or adjustment thereof, if
               any.

          (b)  All shares of the Preference Stock shall be of equal rank with
          each other, regardless of series, and shall be identical with each
          other in all respects except as provided in or permitted by paragraph
          (a) of this subdivision (1) and paragraph (c) of subdivision (8), and
          the shares of the Preference Stock of any one series shall be
          identical with each other in all respects except as to the dates from
          and after which dividends thereon shall be cumulative.

          (c)  In case the stated dividends and the amounts payable on
          liquidation are not paid in full, the shares of all series of the
          Preference Stock shall share ratably in the payment of dividends
          including accumulations, if any, in accordance with the sums which
          would be payable on said shares if all dividends were declared


                                      -23-

<PAGE>   24

          and paid in full, and in any distribution of assets other than by way
          of dividends in accordance with the sums which would be payable on
          such distribution if all sums payable were discharged in full.

     (2)  Subject to the provisions of subdivision (3) of Division I, the
     holders of Preference Stock shall be entitled to receive, buy only when and
     as declared by the Board of Directors and only out of surplus legally
     available for the payment of dividends, cumulative cash dividends at the
     annual rate for each particular series and no more, payable quarter-yearly
     in each year on the dividend payment dates theretofore fixed for such
     series to stockholders of record on the respective dates, not exceeding
     forty days preceding such dividend payment dates, fixed for each dividend
     when it is declared, cumulative from and after the date or dates fixed for
     each particular series. Any arrearages in the payment of dividends shall
     not bear interest.

     (3)  While any of the Preference Stock is outstanding, no dividend shall be
     paid or declared, nor any distribution be made, on any junior stock (stock
     junior to the Preference Stock either as to dividends or upon any
     liquidation, dissolution or winding up) other than a dividend payable in
     junior stock, nor shall any shares of junior stock be acquired (other than
     by an acquisition of shares of junior stock in exchange for, or through
     application of an amount not in excess of the proceeds of the sale of,
     shares of junior stock) by the Company or by any subsidiary (which term as
     used herein shall mean any corporation a majority of the shares of which at
     the time outstanding having voting power for the election of Directors,
     either at all times or only so long as no senior class of stock has voting
     power because of default in dividends or some other default, is owned
     directly or indirectly by the Company):

          (a)  unless all dividends on the Preference Stock of all series
          accrued for all past quarter-yearly dividend periods shall have been
          paid and the full dividends thereon for the then current
          quarter-yearly dividend period shall have been paid or declared and a
          sum sufficient for the payment thereof set apart; and

          (b)  unless, if at the time the Company is obligated to retire shares
          of the Preference Stock pursuant to a sinking fund, the Company shall
          have redeemed or purchased all shares of the Preference Stock then or
          theretofore required to be redeemed or purchased pursuant to all
          sinking funds provided for the Preference Stock.

     Subject to the foregoing provisions and to any further limitations
     prescribed by or in accordance with the provisions of Division I and this
     Division II with respect to the Preferred Stock and the Preference Stock,
     such dividends (payable in cash, stock or otherwise) as may be determined
     by the Board of Directors may be declared and paid on junior stock from
     time to time out of any funds of the Company legally available for the
     payment of dividends, and the Preference Stock shall not be entitled to
     participate in any such dividends.

     (4)  Subject to the provisions in Division I and this Division II with
     respect to the Preferred Stock and the Preference Stock, the Board of
     Directors shall have power from time to time to fix, determine and vary the
     amount of working capital of the Company and to direct and determine the
     use and disposition of any surplus of the Company over and above the
     capital of the Company, and to use the surplus of the Company for the
     purpose of acquiring any of the stock of the Company, and to reissue and
     sell any of the stock so acquired.

                                      -24-
<PAGE>   25


     (5)  Subject to the provisions of subdivision (3) of Division I and the
     provisions of this Division II, the Company at its option, acting by its
     Board of Directors, or for the purpose of any sinking fund, may redeem the
     whole or any part of the Preference Stock at any time outstanding, or the
     whole or any part of any series thereof, at any time or from time to time,
     upon notice duly given as hereinafter specified, at the applicable
     redemption price or prices fixed by the resolutions creating the series,
     together with a sum, in the case of each share so to be redeemed, computed
     at the annual dividend rate for the series of which the particular share is
     a part, from and after the date on which dividends on such share became
     cumulative to and including the date fixed for such redemption, less the
     aggregate of the dividends theretofore and on such redemption date paid
     thereon, but computed without interest.

          Notice of every redemption of Preference Stock shall be given by
     publication at least once in a newspaper printed in the English language,
     customarily published on each business day, and of general circulation in
     the Borough of Manhattan, The City of New York, such publication to be at
     least on the thirtieth day prior to the date fixed for such redemption.
     Notice of every such redemption shall also be mailed at least on the
     thirtieth day prior to the date fixed for such redemption to the holders of
     record of the shares so to be redeemed at their respective addresses as the
     same shall appear on the books of the Company; but no failure to mail such
     notice nor any defect therein nor in the mailing thereof shall affect the
     validity or effectiveness of the redemption of any shares so to be
     redeemed.

          In case of any redemption of a part only of the Preference Stock, or
     any series thereof, at the time outstanding, the redemption may be either
     pro rata or by lot. The Board of Directors shall have full power and
     authority to prescribe the manner and method in which the drawings by lot
     or the pro rata redemption shall be conducted and, subject to the
     provisions in Division I and this Division II with respect to the Preferred
     Stock and the Preference Stock, the terms and conditions upon which the
     Preference Stock shall be redeemed from time to time.

          If any such notice of redemption shall have been duly given and if, on
     or before the redemption date specified therein, all funds necessary for
     such redemption shall have been set aside by the Company, separate and
     apart from its other funds, in trust for the pro rata benefit of the
     holders of the shares so called for redemption, so as to be and continue to
     be available therefor, then, notwithstanding that any certificate for
     shares so called for redemption shall not have been surrendered for
     cancellation, all shares so called for redemption shall no longer be deemed
     outstanding on and after such redemption date, and all rights with respect
     to such shares shall forthwith on such redemption date cease and terminate,
     except only the right of the holders thereof to receive the amount payable
     on redemption thereof, without interest, and the right to exercise on or
     before the date fixed for redemption, privileges of exchange or conversion,
     if any, not theretofore expired.

          If any such notice of redemption shall have been duly given or if the
     Company shall have given to the bank or trust company hereinafter referred
     to irrevocable written authorization promptly to give or complete such
     notice, and if on or before the redemption date specified therein all funds
     necessary for such redemption shall have been deposited by the Company with
     a bank or trust company in good standing, designated in such notice,
     organized under the laws of the United States of America or of the State of
     New York, doing business in the Borough of Manhattan, The City of New York,
     having a capital surplus and undivided profits aggregating at least
     $50,000,000 according to its last published statement of condition, in
     trust for the pro rata benefit of the holders of the shares so called for
     redemption, then,

                                      -25-
<PAGE>   26



     notwithstanding that any certificate for shares so called for redemption
     shall not have been surrendered for cancellation, from and after the time
     of such deposit all shares of the Preference Stock so called for redemption
     shall no longer be deemed to be outstanding and all rights with respect to
     such shares shall forthwith cease and terminate, except only the right of
     the holders thereof to receive from such bank or trust company at any time
     after the time of such deposit the funds so deposited, without interest,
     and the right to exercise on or before the date flxed for redemption,
     privileges of exchange or conversion, if any, not theretofore expired. Any
     interest accrued on such funds shall be paid to the Company from time to
     time.

          Any funds so set aside or deposited by the Company which shall not be
     required for such redemption because of the exercise of any right of
     conversion or exchange subsequent to the date of such setting aside or
     deposit shall be released or repaid to the Company forthwith.

          While any dividends payable on the Preference Stock shall be in
     arrears, no shares of such Stock shall be redeemed by the Company (for the
     purpose of any sinking fund or otherwise) unless all such Stock then
     outstanding shall simultaneously be redeemed and no shares of such Stock
     shall be purchased by the Company or any subsidiary (for the purpose of any
     sinking fund or otherwise) unless such purchase shall be pursuant to
     tenders called for on at least twenty (20) days' prior written notice given
     by mail to the holders of record of the Preference Stock addressed to them
     at their respective addresses as the same shall appear on the books of the
     Company and the shares so purchased shall be those tendered at the lowest
     prices pursuant to such call for tenders, except in any case where such
     redemption or purchase shall have been authorized pursuant to paragraph (d)
     of subdivision (8) hereof, subject nevertheless in all cases to the
     provisions of subdivision (3) of Division I. Subject to the foregoing, the
     Board of Directors shall have full power and authority to prescribe the
     manner in which the call for tenders shall be conducted, and the terms and
     conditions upon which the Preference Stock shall be purchased pursuant to
     such tenders.

     (6)  Subject to the provision of subdivision (6) of Division I, in the
     event of any voluntary or involuntary liquidation, dissolution or winding
     up of the Company, the holders of the Preference Stock of each series then
     outstanding shall be entitled to receive out of the assets of the Company,
     before any distribution or payment shall be made to the holders of the
     junior stock, the amount or amounts payable on shares of such series fixed
     by the resolution creating the series, and if payment shall have been made
     in full to the holders of the Preference Stock on voluntary or involuntary
     liquidation, dissolution or winding up, the remaining assets of the Company
     shall be distributed among the holders of the junior stock, pro rata in
     accordance with their respective rights. For the purpose of this
     subdivision (6), the sale, lease or conveyance of all or substantially all
     the property or business of the Company to, or the consolidation or merger
     of the Company with, any other corporation or corporations shall not be
     deemed to constitute a liquidation, dissolution or winding up of the
     Company, voluntary or involuntary.

     (7)  No holder of Preference Stock shall have any preemptive or
     preferential right to subscribe for or purchase any part of any new or
     additional issue of stock of any class whatsoever, or of securities
     convertible into any stock of any class whatsoever, whether now or
     hereafter authorized and whether issued for cash or other consideration or
     by way of dividend or otherwise.


                                      -26-
<PAGE>   27

     (8)  The consent of the holders of at least two-thirds of the Preference
     Stock at the time outstanding, in the case of the matters specified in
     clauses (a) and (c) of this subdivision (8), and of at least a majority of
     such Stock, in the case of the matters specified in clauses (b), (d) and
     (e) of this subdivision (8), given in person or by proxy, either in writing
     or at a special meeting called for the purpose, at which the Preference
     Stock shall vote separately as a class (unless the consent of the holders
     of a larger amount of such Stock is then required by law) shall be
     necessary to effect or validate any one or more of the following:

          (a)  To authorize any class of stock of the Company ranking prior to
          the Preference Stock.

          (b)  To authorize any class of stock of the Company ranking on a
          parity with the Preference Stock, or to authorize any increase in the
          authorized amount of any class of stock of the Company ranking prior
          (other than any increase in the authorized amount of Preferred Stock),
          or on a parity with, the Preference Stock;

          (c)  The amendment, alteration or repeal of any of the provisions of
          the Articles of Incorporation of the Company, as amended (other than
          any amendment, alternation or repeal to authorize any class of stock
          of the Company ranking on a parity with the Preference Stock, or to
          authorize any increase in the authorized amount of any class of stock
          of the Company ranking prior to [including any increase in the
          authorized amount of Preferred Stock], or on a parity with, the
          Preference Stock), so as to affect adversely any right, preference,
          privilege or voting power of the Preference Stock; provided that if
          any such amendment, alternation or repeal shall affect adversely any
          right, preference, privilege or voting power of one or more, but not
          all, of the series of Preference Stock at the time outstanding, the
          consent of the holders of at least two-thirds of the shares then
          outstanding of all such series so affected (voting separately as a
          single class unless such amendment, alteration or repeal shall
          unequally so affect a particular series, in which case each series so
          affected shall vote separately as a series), similarly given, shall be
          required in lieu of the consent of the holders of two-thirds of the
          Preference Stock voting as a class;

          (d)  The purchase otherwise than pursuant to tenders as hereinabove
          provided or the redemption of less than all of the Preference Stock at
          the time outstanding, unless the full dividend on the Preference Stock
          for all past quarter-yearly dividend periods shall have been paid or
          declared and a sum sufficient for the payment thereof set apart; or

          (e)  The voluntary liquidation, dissolution or winding up of the
          Company, or the sale, lease or conveyance of all or substantially all
          of the property or business of the Company to, or a consolidation or
          merger of the Company with, any other corporation or corporations
          (other than the consolidation or merger of the Company with any
          corporation or corporations, all the outstanding stock of which it
          then owns);

     provided that no vote or consent of the holders of the Preference Stock
     shall be required under the provisions of this subdivision (8) if, at or
     prior to the time when the act with respect to which such vote or consent
     would otherwise be required shall be effected, provision is to be made in
     accordance with the provisions of the fifth paragraph of subdivision (5)
     for the redemption of all shares of Preference Stock at the time
     outstanding, and such redemption is not prohibited by the provisions of
     subdivision (3) of Division I.

                                      -27-
<PAGE>   28


     (9)  Unless and until four quarter-yearly dividends (whether or not
     consecutive) payable on the Preference Stock of any series shall be in
     default, in whole or in part, the entire voting power and all voting
     rights, except as otherwise specifically provided in subdivisions (8) and
     (9) of Division I or subdivision (8) hereof or as required by law, shall be
     vested exclusively in the Common Stock. If and when four quarter-yearly
     dividends (whether or not consecutive) payable on the Preference Stock of
     any series shall be in default, in whole or in part, the number of
     Directors constituting the Board of Directors shall be increased by two
     (such two Directors being herein sometimes called the "additional two
     Directors") and the holders of the outstanding Preference Stock (of all
     series), voting separately as a class, regardless of series, shall
     thereupon, in addition to the voting rights specifically provided in
     subdivision (8) hereof and required by law, become entitled, at any annual
     meeting of the stockholders or special meeting held in place thereof, or at
     a special meeting of the holders of the Preference Stock called as
     hereinafter provided, until all dividends in default shall have been paid
     as hereinafter provided, to elect the additional two Directors. However, if
     and when all dividends then in default on the Preference Stock of each
     series then outstanding shall thereafter be paid, the Preference Stock
     shall then be divested of such voting power, but always subject to the same
     provisions for the vesting of such voting power in the Preference Stock in
     case of any similar future default or defaults. Upon termination of the
     voting power of the Preference Stock at any time by reason of the payment
     of all defaulted dividends on such Stock, the terms of office of the
     additional two Directors (whether elected by vote of the holders of the
     Preference Stock or to fill a vacancy) shall forthwith terminate and the
     number of Directors constituting the Board of Directors shall be reduced
     accordingly.

          At any time after such voting power shall have become so vested in the
     Preference Stock, a special meeting of the holders of the Preference Stock
     may be held for the purpose of electing the additional two Directors, at
     the place, upon the notice and at the time provided by the Company's
     By-Laws for a special meeting of stockholders. The Secretary of the
     Company, upon the written request of the owners of record of not less than
     five percent of the Preference Stock outstanding at the time, within ten
     days after receipt of any such request, shall give the direction for the
     holding of such a special meeting of the holders of the Preference Stock on
     a day not more than forty days after the date of the giving of such
     direction; and, if the Secretary shall fail to give such direction within
     ten days after receipt of any such request, then the owners of record of
     not less than five percent of the Preference Stock outstanding at the time
     may designate in writing one of their number to call such meeting, and the
     person designated may call such meeting to be held at the place and upon
     the notice above provided, and for that purpose shall have access to the
     stock books of the Company. If such special meeting of the holders of the
     Preference Stock shall not be held, then at the annual meeting of
     stockholders next succeeding the accrual of such voting power or special
     meeting held in place thereof, the holders of the Preference Stock, voting
     separately as a class, shall be entitled to receive notice of meeting and
     to elect the additional two Directors, with the same validity and effect as
     if such election had occurred at a special meeting of the holders of the
     Preference Stock, held as hereinabove provided. At any meeting at which the
     holders of the Preference Stock shall be entitled to elect the additional
     two Directors, the holders of at least a majority of the then outstanding
     shares of the Preference Stock, whether present in person or by proxy,
     shall be sufficient to constitute a quorum for the election of, and a
     plurality of the votes of the holders of the Preference Stock so present at
     any such meeting at which there shall be such a quorum shall be sufficient
     to elect, the additional two Directors. The Directors elected at any such
     meeting shall hold office until the next annual meeting of stockholders or
     special

                                      -28-
<PAGE>   29

     meeting held in place thereof or as otherwise provided herein. In case of
     any vacancy in the Board of Directors occurring among the additional two
     Directors (whether elected by the holders of the Preference Stock or to
     fill a vacancy), the remaining such Director may elect a successor to hold
     office until the next annual meeting of the stockholders or special meeting
     held in place thereof or as otherwise provided above. If not so filled
     prior to the next succeeding annual meeting of stockholders, such vacancy
     may be filled at such annual meeting by the vote of the holders of the
     Preference Stock, voting separately as a class.

     (10) The designation, number, relative rights and preferences of the $2.75
     Series Preference Stock (Cumulative, $1 Par Value) (insofar as they
     supplement the provisions which are applicable to all shares of Preference
     Stock, irrespective of series, contained in the Company's Articles of
     Incorporation, as amended), as flxed by the Board of Directors before the
     issuance of such series, are as follows:

          (i)   The series shall be designated as $2.75 Series Preference Stock
          (Cumulative, $1 Par Value) (hereinafter called "this Series"), and
          shall consist of 2,000,000 shares. Such number shall not be increased.

          (ii)  The dividend rate on the shares of this Series shall be $2.75
          per share per annum; such dividends shall be fully cumulative from the
          date of original issue and shall be payable quarterly on the fifteenth
          day of January, April, July and October in each year, commencing
          October 15, 1975.

          (iii) The shares of this Series shall be redeemable at the option of
          the Company, as a whole or in part, at: $27.75 per share if redeemed
          prior to July 15, 1980; $26.95 per share if redeemed thereafter and
          prior to July 15, 1985; $26.10 per share if redeemed thereafter and
          prior to July 15, 1990; and $25.25 per share if redeemed thereafter;
          plus, in each case, an amount equal to dividends accrued to the
          redemption date provided, however, that prior to July 15, 1980, none
          of the shares of this Series shall be so redeemed, directly or
          indirectly from the proceeds or in anticipation of any refunding
          operation (other than through the issuance or sale of junior stock)
          involving an effective cost of money to the Company, computed in
          accordance with generally accepted financial practice, of less than
          11.50% per annum.

          (iv)  The liquidation price of the shares of this Series, in the case
          of voluntary liquidation, dissolution or winding up, shall be an
          amount equal to the redemption price per share applicable on the date
          of such voluntary liquidation, dissolution or winding up, plus
          dividends accrued to the date of such liquidation, dissolution or
          winding up.

          (v)   The liquidation price of the shares of this Series, in case of
          involuntary liquidation, dissolution or winding up, shall be $25, plus
          dividends accrued to the date of such liquidation, dissolution or
          winding up.

          (vi)  The shares of this Series shall be entitled to the benefit of a
          sinking fund providing for the Company to redeem on July 15 in each
          year, commencing July 15, 1980, 100,000 shares of this Series at $25
          per share, plus an amount equal to dividends accrued to the redemption
          date. The Company shall have the non-cumulative option to redeem up to
          an additional 100,000 shares of this Series on each such date at such
          sinking fund redemption price, and the option to credit shares of this
          Series purchased, redeemed or otherwise acquired by the

                                      -29-
<PAGE>   30

          Company at any time (other than for the sinking fund) to any annual
          sinking fund provision in lieu of redeeming shares as aforesaid.

          (vii) The holders of shares of this Series shall have no right to
          convert such shares into any other securities of the Company.

     (11) The designation, number, relative rights and preferences of the $2.75
     Series B Preference Stock (Cumulative, $1 Par Value) (insofar as they
     supplement the provisions which are applicable to all shares of Preference
     Stock, irrespective of series, contained in the Company's Articles of
     Incorporation, as amended), as fixed by the Board of Directors before the
     issuance of such series, are as follows:

          (i)   The Series shall be designated as $2.75 Series B Preference
          Stock (Cumulative, $1 Par Value) (hereinafter called "this Series"),
          and shall consist of 2,000,000 shares. Such number shall not be
          increased.

          (ii) The dividend rate on the shares of this Series shall be $2.75 per
          share per annum; such dividends shall be fully cumulative from the
          date of original issue and shall be payable quarterly on the fifteenth
          day of January, April, July and October in each year, commencing April
          15, 1976.

          (iii) The shares of this Series shall be redeemable at the option of
          the Company, as a whole or in part, at: $27.75 per share if redeemed
          prior to January 15, 1981; $26.95 per share if redeemed thereafter and
          prior to January 15, 1986; $26.10 per share if redeemed thereafter and
          prior to January 15, 1991; and $25.25 per share if redeemed
          thereafter; plus, in each case, an amount equal to dividends accrued
          to the redemption date; provided, however, that prior to January 15,
          1981, none of the shares of this Series shall be so redeemed, directly
          or indirectly, from the proceeds or in anticipation of any refunding
          operation (other than through the issuance or We of junior stock)
          involving an effective cost of money to the Company, computed in
          accordance with generally accepted financial practice, of less than
          11.53% per annum.

          (iv)  The liquidation price of the shares of this Series, in the case
          of voluntary liquidation, dissolution or winding up, shall be an
          amount equal to the redemption price per share applicable on the date
          of such voluntary liquidation, dissolution or winding up, plus
          dividends accrued to the date of such liquidation, dissolution or
          winding up.

          (v)   The liquidation price of the shares of this Series, in case of
          involuntary liquidation, dissolution or winding up, shall be $25, plus
          dividends accrued to the date of such liquidation, dissolution or
          winding up.

          (vi)  The shares of this Series shall be entitled to the benefit of a
          sinking fund providing for the Company to redeem on January 15 in each
          year, commencing January 15, 1981, 100,000 shares of this Series at
          $25 per share, plus an amount equal to dividends accrued to the
          redemption date. The Company shall have the non-cumulative option to
          redeem up to an additional 100,000 shares of this Series on each such
          date at such sinking fund redemption price, and the option to credit
          shares of this Series purchased, redeemed or otherwise acquired by the
          Company at any time (other than for the sinking fund) to any annual
          sinking fund provision in lieu of redeeming shares as aforesaid.


                                      -30-
<PAGE>   31

          (vii) The holders of shares of this Series shall have no right to
          convert such shares into any other securities of the Company.

     (12) The designation, number, relative rights and preferences of the $2.28
     Series Preference Stock (Cumulative, $1 Par Value) (insofar as they
     supplement the provisions which are applicable to all shares of Preference
     Stock, irrespective of series, contained in the Company's Articles of
     Incorporation, as amended), as fixed by the Board of Directors before the
     issuance of such series, are as follows:

          (i)   The series shall be designated as $2.28 Series Preference Stock
          (Cumulative, $1 Par Value) (hereinafter called "this Series"), and
          shall consist of 2,000,000 shares. Such number shall not be increased.

          (ii)  The dividend rate on the shares of this Series shall be $2.28
          per share per annum; such dividends shall be fully cumulative from the
          date of original issue and shall be payable quarterly on the fifteenth
          day of January, April, July and October in each year, commencing April
          15, 1978.

          (iii) The shares of this Series shall be redeemable at the option of
          the Company, as a whole or in part, at $27.30 per share if redeemed
          prior to January 15, 1983; $26.50 per share if redeemed thereafter and
          prior to January 15, 1988; $25.75 per share if redeemed thereafter and
          prior to January 15, 1993; $25.25 per share if redeemed thereafter;
          plus, in each case, an amount equal to dividends accrued to the
          redemption date; provided, however, that prior to January 15, 1983,
          none of the shares of this Series shall be so redeemed, directly or
          indirectly, from the proceeds or in anticipation of any refunding
          operation (other than through the issuance and sale of junior stock)
          involving an effective cost of money to the Company, computed in
          accordance with generally accepted financial practice, of less than
          9.48% per annum.

          (iv)  The liquidation price of the shares of this Series, in the case
          of voluntary liquidation, dissolution or winding up, shall be an
          amount equal to the redemption price per share applicable on the date
          of such voluntary liquidation, dissolution or winding up, plus
          dividends accrued to the date of such liquidation, dissolution or
          winding up.

          (v)   The liquidation price of the shares of this Series, in case of
          involuntary liquidation, dissolution or winding up, shall be $25, plus
          dividends accrued to the date of such liquidation, dissolution or
          winding up.

          (vi)  There shall be no sinking fund with respect to the shares of
          this Series.

          (vii) The holders of shares of this Series shall have no right to
          convert such shares into any other securities of the Company.


                      Division III--Other Stock Provisions

     (1)  At all times each stockholder of the Company of any class who at the
     time possesses voting power for any purpose shall, for such purpose, be
     entitled to one vote for each share of such stock standing in his name on
     the books of the Company, provided that in all elections for directors
     every stockholder entitled to vote shall have the right to vote the number
     of shares of stock owned by him for each of as many persons as are to be
     elected directors by stockholders of his class, or to cumulate all

                                      -31-
<PAGE>   32

     the votes he could cast for election of directors and cast them all for one
     candidate or distribute them among candidates for whom he is entitled to
     vote, as he shall think fit.

     (2)  No holder of Common Stock shall have any preemptive or preferential
     right to subscribe for or purchase any part of any new or additional issue
     of stock of any class whatsoever, or of securities convertible into any
     stock of any class whatsoever, or of securities carrying options, warrants
     or other rights to purchase stock of any class whatsoever, whether now or
     hereafter authorized and whether issued for cash or other consideration or
     by way of dividend or otherwise, or to have any other preemptive or
     preferential right as now or hereafter deemed by the laws of the State of
     Michigan.


                                   ARTICLE VI

    To the full extent permitted by the Michigan Business Corporation Act or any
other applicable laws presently or hereafter in effect, no director of the
Company shall be personally liable to the Company or its shareholders for or
with respect to any acts or omissions in the performance of his or her duties as
a director of the Company. Any repeal or modification of this Article VI shall
not adversely affect any right or protection of a director of the Company
existing immediately prior to such repeal or modification.


                                   ARTICLE VII

    `Each person who is or was or had agreed to become a director or officer of
the Company, or each such person who is or was serving or who had agreed to
serve at the request of the Board of Directors as an employe or agent of the
Company or as a director, officer, employe or agent of another corporation,
partnership, joint venture, trust or other enterprise (including the heirs,
executors, administrators or estate of such person), shall be indemnified by the
Company to the full extent permitted by the Michigan Business Corporation Act or
any other applicable laws as presently or hereafter in effect. Without limiting
the generality or the effect of the foregoing, the Company may enter into one or
more agreements with any person which provide for indemnification greater or
different than that provided in this Article. Any repeal or modification of this
Article VII shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification.


                                  ARTICLE VIII

    The term of the corporate existence is perpetual.


    5.    These Restated Articles of Incorporation were duly adopted by the
          Board of Directors on the 25th day of November, 1991, in accordance
          with the provisions of Section 642, Act 121 Michigan Public Acts of
          1989, the laws of the State of Michigan and the By-Laws of the
          corporation.

    6.    These Restated Articles of Incorporate only restate and integrate and
          do not further amend the provisions of the Articles of Incorporation
          as heretofore amended or restated and there is no material discrepancy
          between those provisions and the provisions of these Restated Articles
          of Incorporation.

     Dated this 25th day of November, 1991.

                                      -32-

<PAGE>   33


                                             The Detroit Edison Company


                                             By       John E. Lobbia/s/
                                               --------------------------------
                                                   Chairman of the Board


State of Michigan    )
                     ) ss.:
County of Wayne      )

     On this 25th day of November, 1991, before me personally appeared John E.
Lobbia to me known to be the person described in and who executed the foregoing
instrument and who, being sworn, acknowledged that he, John E. Lobbia, is
Chairman of the Board of The Detroit Edison Company, a Michigan corporation, and
that he executed the foregoing Restated Articles of Incorporation on behalf of
said corporation for the uses and purposes therein set forth, and that he was
duly authorized by resolutions of the directors of the corporation to execute
the same on behalf of the Company, and the execution thereof was the free act
and deed of said corporation.


                                                   Susan M. Beale/s/
                                          -------------------------------------
                                                     Notary Public
                                                Oakland County, Michigan
                                            Acting in Wayne County, Michigan
                                           My Commission Expires: May 26, 1993




















                                      -33-
<PAGE>   34



                       CERTIFICATE CONTAINING RESOLUTIONS
                                       OF
                             THE BOARD OF DIRECTORS
                                       OF
                           THE DETROIT EDISON COMPANY

             ESTABLISHING AND DESIGNATING THE SERIES AND PRESCRIBING
                       THE RELATIVE RIGHTS AND PREFERENCES
                                     OF THE
                    CUMULATIVE PREFERRED STOCK, 7.74% SERIES,
                                 $100 PAR VALUE
    UNDER SECTION 302(4) OF THE MICHIGAN BUSINESS CORPORATION ACT, AS AMENDED

     The Detroit Edison Company does hereby certify that, pursuant to authority
vested in the Board of Directors of the Corporation by Article V of the Articles
of Incorporation of the Corporation, said Board of Directors, at a meeting duly
held and convened on the 27th day of July, 1992, at which meeting a quorum was
present and acting throughout, adopted resolutions providing for the issue of a
series of Preferred Stock, and that pursuant to the authority granted by the
Board of Directors of the Corporation to the undersigned L. L. Loomans, Vice
President and Treasurer of the Corporation, the terms of such series are hereby
established and resolved to be as follows:

     Resolved, that shares of the authorized Preferred Stock of the Corporation
be issued in and constitute a series designated and having relative rights and
preferences as follows (insofar as they supplement the provisions which are
applicable to all shares of Preferred Stock, irrespective of series, now
contained in the Corporation's Articles of Incorporation):

          (i)   The series shall be designated as Cumulative Preferred Stock,
                7.74% Series, $100 par value (hereinafter called "this Series")
                and shall consist of 500,000 shares. Such number shall not be
                increased.

          (ii)  The dividend rate on the shares of this Series shall be $7.74
                per share per annum; such dividends shall be fully cumulative
                from the date of original issue and shall be payable quarterly
                on the fifteenth day of January, April, July and October in each
                year, commencing July 15, 1993.

          (iii) The shares of this Series shall be redeemable at the option of
                the Corporation, as a whole or in part, on and after July 15,
                1998 at $100.00 per share plus an amount equal to dividends
                accrued to the redemption date.

          (iv)  The liquidation price of the shares of this Series, in case of
                voluntary liquidation, dissolution or winding-up, shall be an
                amount equal to the redemption price per share applicable on the
                date of such voluntary liquidation, dissolution or winding-up.

          (v)   There shall be no sinking fund with respect to the shares of
                this Series.

                                        ----------------------------------------
                                                         FILED
                                                      APR 21 1993
                                                     ADMINISTRATOR
                                        ----------------------------------------



                                      -34-
<PAGE>   35


                                        ----------------------------------------
                                             MICHIGAN DEPARTMENT OF COMMERCE
                                             CORPORATION & SECURITIES BUREAU
                                        ----------------------------------------























                                      -35-

<PAGE>   36


          (vi) The holders of shares of this Series shall have no right to
               convert such shares into any other securities of the Corporation.

     IN WITNESS WHEREOF, this Certificate has been executed on the 19th
day of April, 1993.

                                           The Detroit Edison Company



                                           By       L. L. Loomans/s/
                                              ---------------------------------
                                                          L. L. Loomans
                                               Vice President and Treasurer


[Corporate Seal]

Attest:

          Susan M. Beale/s/
----------------------------------------
                   Susan M. Beale
                 Corporate Secretary



STATE OF MICHIGAN          )
                           ) ss:
County of Wayne            )

     On this 19th day of April, 1993, before me personally appeared L. L.
Loomans, to me known to be the person described in and who executed the
foregoing instrument and who, being sworn, acknowledged that he, L. L. Loomans,
is the Vice President and Treasurer of The Detroit Edison Company, a Michigan
corporation, and that he executed the foregoing Certificate on behalf of said
Corporation for the uses and purposes therein set forth, and that he was duly
authorized by resolutions of the Board of Directors of the Corporation to
execute the same on behalf of the Corporation, and the execution thereof was the
free act and deed of said Corporation.


                                                Pearl E. Kotter/s/
                                      -----------------------------------------
                                          Pearl E. Kotter, Notary Public
                                      Macomb County, MI (Acting in Wayne County)
                                         My Commission Expires August 23, 1993




[Notarial Seal]




                                      -36-
<PAGE>   37


                       CERTIFICATE CONTAINING RESOLUTIONS
                                       OF
                             THE BOARD OF DIRECTORS
                                       OF
                           THE DETROIT EDISON COMPANY

             ESTABLISHING AND DESIGNATING THE SERIES AND PRESCRIBING
                       THE RELATIVE RIGHTS AND PREFERENCES
                                     OF THE
                    CUMULATIVE PREFERRED STOCK, 7.75% SERIES,
                                 $100 PAR VALUE
    UNDER SECTION 302(4) OF THE MICHIGAN BUSINESS CORPORATION ACT, AS AMENDED

          The Detroit Edison Company does hereby certify that, pursuant to
   authority vested in the Board of Directors of the Corporation by Article V of
   the Articles of Incorporation of the Corporation, said Board of Directors, at
   a meeting duly held and convened on the 27th day of July, 1992, at which
   meeting a quorum was present and acting throughout, adopted resolutions
   providing for the issue of a series of Preferred Stock, and that pursuant to
   the authority granted by the Board of Directors of the Corporation to the
   undersigned Larry G. Garberding, Executive Vice President, Chief Financial
   Officer and a Director of the Corporation, the terms of such series are
   hereby established and resolved to be as follows:

          Resolved, that shares of the authorized Preferred Stock of the
     Corporation be issued in and constitute a series designated and having
     relative rights and preferences as follows (insofar as they supplement the
     provisions which are applicable to all shares of Preferred Stock,
     irrespective of series, now contained in the Corporation's Articles of
     Incorporation):

               (i)   The series shall be designated as Cumulative Preferred
                     Stock, 7.75% Series, $100 par value (hereinafter called
                     "this Series") and shall consist of 1,500,000 shares. Such
                     number shall not be increased.

               (ii)  The dividend rate on the shares of this Series shall be
                     $7.75 per share per annum; such dividends shall be fully
                     cumulative from the date of original issue and shall be
                     payable quarterly on the fifteenth day of January, April,
                     July and October in each year, commencing April 15, 1993.

               (iii) The shares of this Series shall be redeemable at the option
                     of the Corporation, as a whole or in part, on and after
                     April 15, 1998 at $100.00 per share plus an amount equal to
                     dividends accrued to the redemption date.

               (iv)  The liquidation price of the shares of this Series, in case
                     of voluntary liquidation, dissolution or winding-up, shall
                     be an amount equal to the redemption price per share
                     applicable on the date of such voluntary liquidation,
                     dissolution or winding-up.

               (v)   There shall be no sinking fund with respect to the shares
                     of this Series.

                                               ---------------------------------
                                                            FILED
                                                         FEB 22 1993
                                               ---------------------------------




                                      -37-
<PAGE>   38
                                               ---------------------------------
                                                       ADMINISTRATOR
                                               MICHIGAN DEPARTMENT OF COMMERCE
                                               CORPORATION & SECURITIES BUREAU
                                               ---------------------------------




















                                      -38-



<PAGE>   39


               (vi) The holders of shares of this Series shall have no right to
                    convert such shares into any other securities of the
                    Corporation.

          IN WITNESS WHEREOF, this Certificate has been executed on the 19th day
          of February, 1993.

                                   The Detroit Edison Company



                                   By            Larry G. Garberding/s/
                                     ------------------------------------------
                                                     Larry G. Garberding
                                                  Executive Vice President,
                                            Chief Financial Officer and Director


[Corporate Seal]

Attest:

          Susan M. Beale/s/
-------------------------------------
                Susan M. Beale
             Corporate Secretary



STATE OF MICHIGAN          )
                           ) ss:
County of Wayne            )

    On this 19th day of February, 1993, before me personally appeared Larry G.
Garberding, to me known to be the person described in and who executed the
foregoing instrument and who, being sworn, acknowledged that he, Larry G.
Garberding, is the Executive Vice President, Chief Financial Officer and
Director of The Detroit Edison Company, a Michigan corporation, and that he
executed the foregoing Certificate on behalf of said Corporation for the uses
and purposes therein set forth, and that he was duly authorized by resolutions
of the Board of Directors of the Corporation to execute the same on behalf of
the Corporation, and the execution thereof was the free act and deed of said
Corporation.


                                              Pearl E. Kotter/s/
                                   --------------------------------------------
                                          Pearl E. Kotter, Notary Public
                                     Macomb County, MI (Acting in Wayne County)
                                        My Commission Expires August 23, 1993




[Notarial Seal]

                                      -39-