EXHIBIT 3(iii)(1) Restated Certificate of Incorporation of 
Central Hudson Gas & Electric Corporation
under Section 807 of the
Business Corporation Law We,
Paul J. Ganci and Gladys L. Cooper, being respectively the President and
Chief Operating Officer and the Secretary of Central Hudson Gas &
Electric Corporation, a New York corporation (hereinafter referred to as the
Corporation) in accordance with Section 807 of the Business Corporation
Law, do hereby certify: 1.          The
name of the Corporation is CENTRAL HUDSON GAS & ELECTRIC CORPORATION. 2.          The
original Certificate of Consolidation forming the Corporation wan filed in the
Office of the Secretary of State of the State of New York on December 31,
1926. 3.          Subsequently,
said Certificate of Consolidation was amended and changed by a Restated
Certificate of Incorporation of the Corporation, which was filed by the
Department of State of the State of Now York on April 10, 1967. 4.          The
text of said Certificate of Incorporation, as amended heretofore, is hereby
restated without further amendment or changed to read in full as follows: -1-   1.          The
name of the Corporation is Central Hudson Gas & Electric Corporation
(hereinafter called the Corporation)

2.          The
Corporation shall be a gas and electric corporation within the meaning of
Article 2 of the Transportation Corporations Law and shall have and may
exercise all the powers of such a corporation including, but without limitation
of the foregoing, the following powers:

(a)          to
 manufacture, to produce or otherwise acquire and to market artificial or
 natural gas or a mixture of both,(b)          to
 manufacture, to produce or otherwise acquire and to market electricity,(c)          to
 the extent permitted to a gas and electric corporation under the laws of the
 State of New York, to engage in the business of producing heat. Light and
 energy in all its forms including the supply thereof from central plant
 through appropriate distribution facilities or channels and the development,
 manufacturing, processing, treatment and marketing of by-products and
 services related to such energy supply,(d)          to
 the extent permitted to a gas and electric corporation under the laws of the
 State of New York, to manufacture, sell or lease facilities for the
 generation and production of energy and the release thereof to be used or
 installed on the premises of individual consumers or groups of consumers or
 in any way feasible for the supply of such energy not from central plants,(e)          to
 exercise the aforesaid powers for any and all lawful purposes, and generally
 to exercise all of the rights and powers conferred by the statutes of the
 State of New York on corporations incorporated for the purpose of supplying
 gas or electricity, or both, or by any other statutes which are or may
 hereafter become applicable to such corporations,(f)          in
 addition, to have and exercise all powers necessary or convenient to effect
 any or all of the powers for which the Corporation is formed.3.          The
principal office of the Corporation shall be located in the City of Poughkeepsie,
in the County of Dutchess, in the State of New York.

4.

(a)          The
 total number of shares which the Corporation is henceforth to have is
 31,200,000 shares, of which 1,200,000 shares will be Serial
 Preferred Stock of the par value of $100 per share and 30,000,000 shares
 will be Common Stock of the par value of $5 per share.(b)          The
 respective shares of the Common Stock shall entitle the holders of record
 thereof to one vote for each share of such Common Stock standing in the
 holders name on the record of shareholders of the Corporation.-2-

Notwithstanding
 any other provision of this Certificate of Incorporation or any provision of
 law which might otherwise permit a lesser vote or no vote, but in addition to
 any affirmative vote of the holders of any particular class or series of the
 Voting Stock requited by law, this Certificate of Incorporation or any
 Preferred or Preference Stock Designation, the affirmative vote of the
 holders of at least 80 percent of the combined voting power of all of
 the then outstanding shares of the Corporation entitled to vote in the
 election of directors, voting together as a single class shall be required to
 (i) alter, amend or repeal this subparagraph (b), or any provision
 hereof, or (ii) alter, amend or repeal any provision of the By-Laws
 which is to the same effect as this subparagraph (b), or any provision
 hereof.For
 purposes of this Paragraph 4(b), the term Voting Stock shall mean all
 outstanding shares of capital stock of all classes and series of the
 Corporation entitled to vote generally in the election of directors of the
 Corporation, in each case voting together as a single class.5.          The
serial preferred stock is issuable from time to time in one or more series. The
number of shares of each such series to be issued shall be determined by the
Board of Directors of the Corporation.

The
designations of the outstanding series of said serial preferred stock together
with the number of share of each of said series now outstanding are:

4 1/2%
 Cumulative Preferred Stock
70,300
 shares4.75%
 Cumulative Preferred Stock
20,000
 sharesCumulative
 Preferred Stock, Series D
60,000
 shares4.96%
 Cumulative Preferred Stock, Series E
60,000
 shares7.72%
 Cumulative Preferred Stock
130,000
 shares7.44%
 Cumulative Preferred Stock, Series G
120,000
 shares8.40%
 Cumulative Preferred Stock
150,000
 sharesAdjustable
 Rate Cumulative Preferred Stock,Series A
200,000 sharesA
statement of the preferences, privileges and voting powers of the shares of
each series of serial preferred stock and the restrictions or qualifications
thereof, a statement of the authority of the Board of Directors to establish
and designate series and to fix the variations, relative rights, preferences
and limitations in between series, and the rights of holders of Common Stock
are set forth below in accordance with the following outline:

(a)
4 1/2%
 Cumulative Preferred Stock.(b)
Authority of
 Board of Directors with respect to series subsequent to first series.(c)
Dividends on
 all series of serial Preferred Stock.(d)
Rights of
 holders of Common Stock.(e)
4.75%
 Cumulative Preferred Stock.(f)
Cumulative
 Preferred Stock, Series D.-3-

(g)
4.96%
 Cumulative Preferred Stock, Series E.(h)
7.72%
 Cumulative Preferred Stock.(i)
7.44%
 Cumulative Preferred Stock, Series G.(j)
8.40%
 Cumulative Preferred Stock.(k)
Adjustable
 Rate Cumulative Preferred Stock, Series A.(a)
4 1/2%
 Cumulative Preferred StockThe
holders of the 4 1/2% Cumulative Preferred Stock (the first series of serial
preferred stock of the corporation) shall be entitled to receive, before any
dividends on the Common Stock shall be paid or set apart for payment, but only
when and as declared by the Board of Directors and only from the surplus of the
Corporation, dividends at the rata of, but not exceeding, four and one-half per
cent. (4 1/2%) per annum payable quarterly on dates to be determined by
the Board of Directors. Such dividends shall accrue from October 1, 1936,
except that in the case of any shares of 4 1/2% Cumulative Preferred Stock
issued after December 31, 1936, the dividends on such stock shall accrue
only from the first day of the quarterly dividend period in which such stock
shall have been issued. Such dividends shall be cumulative so that if for any
quarterly dividend period all dividends on the 4 1/2% Cumulative Preferred
Stock at the rate aforesaid shall not have been declared paid, or a sum
sufficient for the payment thereof set apart and appropriated to such payment,
the deficiency shall be paid, or a sum sufficient for the payment thereof set
apart and appropriated to such payment, before any dividends shall be declared
or paid upon the Common Stock. The holders of the 4 1/2% Cumulative Preferred
Stock shall not be entitled to receive any dividends in excess of said
cumulative dividends at the rate aforesaid and no interest shall accrue upon
dividends in arrears.

The
holders of the 4 1/2% Cumulative Preferred Stock shall be entitled to receive,
before any payment or distribution of the assets of the corporation shall be
made to the holders of the Common Stock, (a) the sum of One hundred and
seven dollars ($107) per share, upon any voluntary dissolution,
liquidation or winding up of the corporation, resulting in a distribution of
assets to its shareholders, and (b) the sum of One hundred
dollars ($100) per share upon any involuntary dissolution; liquidation of
winding up of the corporation, resulting in a distribution of assets to its
shareholders, plus in each case an amount equal to four and one-half per cent.
(4 1/2%) per annum on the par amount of said stock for the aggregate of
all periods in respect of which dividends thereon shall not have been paid; and
after the payment above provided for, the holders of the 4 1/2% Cumulative
Preferred Stock shall have no right or claim to any of the remaining assets of
the Corporation. The consolidation or merger of the Corporation with or into
any other corporation or corporations shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation unless the effect thereof shall be
to cause a distribution of assets among its shareholders.

Unless
at any time dividends on the 4 1/2% Cumulative Preferred Stock at the rate of
four and one-half per cent (4- /2%) per annum shall not have been paid for
periods aggregating one year or more, the holders of 4 1/2% Cumulative
Preferred Stock, as such, shall not, except as otherwise provided by law, be
entitled to notice of any meeting of the shareholders of the Corporation, nor
shall they have any voting powers whatsoever upon the 4 1/2% Cumulative
Preferred Stock of the Corporation held by them respectively, except that the
holders of the 4 1/2% Cumulative Preferred Stock shall at all times be
entitled to vote or act, separately as a class, with respect to any proposal to
authorize any amendment of the Certificate of

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Incorporation
which alters the preferences of outstanding shares of the 4 1/2%
Cumulative Preferred Stock or which authorizes shares having preferences which
are in any respect superior to the preferences of the outstanding shares of the
4 1/2% Cumulative Preferred Stock or which increases the authorized amount of
the serial preferred stock, and the consent or affirmative vote of the holders
of record of two-thirds of the outstanding shares of the 4 1/2% Cumulative
Preferred Stock shall be required for any such amendment; and specifically the
holders of the 4 1/2% Cumulative Preferred Stock are hereby excluded from
the right to vote in any proceeding requiring approval of the shareholders of a
corporation pursuant to statutory law of the State of New York for guaranteeing
the bonds of another corporation, for sale of franchises or property, for
establishing priorities or creating preferences among the several classes of
stock (except as above specifically provided), for consolidation, for voluntary
dissolution, or for change of name. In case, however, at any time dividends on
the 4 1/2% Cumulative Preferred Stock at the rate of four and one-half per
cent. (4 1/2%) per annum shall not have been paid for periods
aggregating one year or more, then, and until full cumulative dividends upon
the 4 1/2% Cumulative Preferred Stock shall have been paid, the holders of
the 4 1/2% Cumulative Preferred Stock (a) shall have the right,
together with holders of all other serial preferred stock in respect to which
the same right shall be conferred, to elect a majority of the members of the
Board of Directors of the Corporation, and (b) as to all matters other
than the election of directors, shall have the same voting rights as the
holders of Common Stock except as to matters with respect to which they are
given the right to vote separately as a class as above provided. Whenever the
holders of the 4 1/2% Cumulative Preferred Stock shall become so entitled
either separately or together with the holders of other serial preferred stock
as aforesaid, to elect a majority of the members of the Board of Directors, and
upon the written request of the holders of record of at least five per cent.
(5%) of the total number of shares of serial preferred stock then outstanding
and entitled to such right of election, addressed to the Secretary of the
Corporation, a special meeting of the holders of serial preferred stock
entitled to such right of election and the holders of Common Stock shall be
called for the purpose of electing directors. At such meeting, the holders of
serial preferred stock and the holders of Common Stock shall vote separately,
and the holders of serial preferred stock present in person or by proxy at such
meeting shall be entitled to elect, by a plurality of votes cast by them, a
majority of the members of a new Board of Directors of the Corporation, and the
holders of Common Stock present in person or by proxy shall be entitled to
elect, by a plurality of votes cast by them, the remainder of the new Board of
Directors. The persons so elected as directors shall thereupon constitute the
Board of Directors of the Corporation, and the terms of office of the previous
directors of the Corporation shall thereupon terminate. The term a majority of
the members of the Board of Directors as herein used shall mean one more than
one-half of the total number of directors provided for by the by laws,
regardless of the number then in office, and in case one-half of such number
shall not be a whole number, such one-half shall be the next smaller whole
number. In the event of any vacancy in the Board of Directors among the
directors elected by the holders of serial preferred stock, such vacancy may be
filled by the other directors elected by them, and if not so filled may be
filled by the holders of serial preferred stock entitled to the right of
election as aforesaid at a special meeting of the holders of said stock called
for that purpose, and such a meeting shall be called upon the written request
of at least five per cent. (5%) of the total number of shares of serial
preferred stock then outstanding and entitled to such right of election. If and
when, however, full cumulative dividends upon the 4 1/2% Cumulative Preferred
Stock shall at any subsequent time be paid, then, and thereupon, such power of
the holders of the 4 1/2%

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Cumulative
Preferred Stock to vote shall cease except as to the matters above specified
with respect to which the holders of the 4 1/2% Cumulative Preferred Stock
shall at all times be entitled to vote or act; subject, however, to being again
revived at any subsequent time if there shall again be default in payment of
dividends upon the 4 1/2% Cumulative Preferred Stock for periods
aggregating one year or more as aforesaid. Whenever such power of the holders of
4 1/2% Cumulative Preferred Stock and of all other serial preferred stock
to vote shall cease, the proper officer of the Corporation may and upon the
written request of the holders of record of five per cent. (5%) of the total
number of shares of Common Stock then outstanding shall call a special meeting
of the holders of Common Stock for the purpose of electing directors. At any
meeting so called, the holders of a majority of the Common Stock then
outstanding, present in person or by proxy, shall be entitled to elect, by a
plurality of votes, a new Board of Directors of the Corporation. The persons so
elected as directors shall thereupon constitute the Board of Directors of the
Corporation, and the terms of office of the previous directors of the Corporation
shall thereupon terminate.

The
4 1/2% Cumulative Preferred Stock may be redeemed by the Corporation in
whole or in part on any date, at the option of the Board of Directors, upon not
less than thirty (30) days notice to the holders of record of the
4 1/2% Cumulative Preferred Stock, given in such manner as may be
prescribed by the by-laws or by resolutions of the Board of Directors, by
payment in cash, for each share of the 4 1/2% Cumulative Preferred Stock
so to be redeemed, of One hundred and seven dollars ($107), and in
addition thereto an amount equal to four and one-half per cent. (4 1/2%)
per annum to the date of redemption on the par amount of each such share for
the aggregate of all periods in respect of which dividends thereon shall not
have been paid. If less than all the outstanding shares are to be redeemed,
selection of the shares to be redeemed shall be made in such manner an may be
prescribed by resolution of the Board of Directors. From and after the date
fixed in any such notice as the date of redemption (unless default shall be
made by the Corporation in payment of the redemption price), all dividends on
the 4 1/2% Cumulative Preferred Stock thereby called for redemption shall
cease to accrue, and all rights of the holders thereof as shareholders of the
Corporation, except the right to receive the redemption price, shall cease and
determine. Such redemption may be effected either by payment out of surplus of
the Corporation or by reduction of capital stock pursuant to legal proceedings
for that purpose or as may otherwise be permitted by law.

No
holder of either (a) 4 1/2% Cumulative Preferred Stock (unless and
except to the extent that he privilege of purchasing or subscribing for any
stock of the Corporation or any securities convertible into stock of the
Corporation may be given to the holders of any subsequent series of serial
preferred stock as hereinafter stated), or (b) any subsequent series of
serial preferred stock, or (c) common stock shall be entitled, as of right,
to purchase or subscribe for any stock of the Corporation of any class, as now
or hereafter authorized, or any bonds, debentures or other securities
convertible into stock of the Corporation, but any such stock, or such
securities convertible into stock of the Corporation, may be issued and
disposed of, in the discretion of the Board of Directors, to such persons,
firms or corporations, for such lawful consideration and upon such terms, as
may be deemed advisable by the Board of Directors; and any shares, or such
convertible obligations which the Board of Directors may determine to offer for
subscription to holders of stock may be offered to holders of stock of any
class to the exclusion of holders of stock of any other class or classes.

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(b)
Authority of
 the Board of Directors with respect to series subsequent to the first seriesThe
Board of Directors is authorized to fix from time to time before issuance the
designations, preferences, privileges and voting powers of the shares of each
series of serial preferred stock subsequent to the first series aforesaid, and
the restrictions or qualifications thereof, including, but without limitation
of the foregoing general powers:

(1)          The
 designation of the series;(2)          The
 dividend rate;(3)          The
 dates on which dividends, if declared, shall be payable;(4)          The
 sum payable per share upon the voluntary dissolution, liquidation or winding
 up of the Corporation and the sum payable per share upon the involuntary
 dissolution, liquidation or winding up of the Corporation, which sums, in
 each case, shall be a stated amount plus accrued dividends to the date of
 distribution;(5)          Whether
 or not the shares of such series shall be redeemable, and if made redeemable,
 the redemption price per share, which price, in every case, shall be a stated
 amount plus accrued dividends to the date of redemption; and(6)          Whether
 or not the shares of such series shall be made exchangeable for shares of any
 other class or classes or of any other series of the same or any other class
 or classes of stock of the Corporation, and if made exchangeable, the rates
 of exchange, and the adjustments, if any, at which such exchange may be made;
 but the holders of any subsequent series of serial preferred stock shall not
 be given voting powers with respect thereto, greater than the voting powers
 given to the holders of the 4 1/2% Cumulative Preferred Stock, or the
 privilege of purchasing or subscribing for any stock of the Corporation or
 any securities convertible into stock of the Corporation or of exchanging
 shares of such series for shares of any other class or of any other series of
 the same or any other class, unless by appropriate corporate action the same
 powers and privileges be given to the holders of all of the serial preferred
 stock then outstanding.(c)
Dividends on
 all series of serial Preferred StockDividends
in full shall not be declared and set apart for payment or paid on the serial
preferred stock of any series for any dividend period unless dividends in full
have been or are contemporaneously declared and set apart for payment or paid
on the serial preferred stock of all series then outstanding, for all the
dividend periods terminating on the same or an earlier date. When the stated
dividends are not paid in full, the shares of all series of the serial
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. If the assets
distributable upon the dissolution, liquidation or winding up of the
Corporation shall be insufficient to permit the payment to the holders of the
serial preferred stock of the full amount payable thereon, then said assets
shall be distributed ratably among the holders of the respective series of
serial preferred stock in accordance with the sums which would be payable on
such dissolution, liquidation or winding up if all sums payable were discharged
in full.

(d)
Rights of
 holders of Common StockWhenever,
from time to time, full cumulative dividends upon the serial preferred stock
for all previous years shall have been paid and the dividends then accrued
thereon for the current year shall have been declared and paid, or a sum
sufficient for the payment thereof shall have been set apart and appropriated
to such payment, the Board of Directors may declare dividends upon the Common
Stock, payable out of the then remaining surplus.

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In
the event of any dissolution, liquidation or winding up of the Corporation, if
there have been paid to the holders of the serial preferred stock the full
amounts to which they are respectively entitled, the remaining assets of the
Corporation shall be distributed ratably among the holders of the Common Stock.

(e)
4.75%
 Cumulative Preferred StockThe
holders of the 4.75% Cumulative Preferred Stock shall be entitled to receive,
before any dividends on the Common Stock shall be paid or set apart for
payment, but only when and as declared by the Board of Directors and only from
the surplus of the Corporation, dividends at the rate of 4.75% per annum
payable quarterly on dates to be determined by the Board of Directors. Such
dividends shall accrue from April l, 1949 except that in the case of any
shares of 4.75% Cumulative Preferred Stock issued after June 30, 1949, the
dividends on such stock shall accrue only from the first day of the quarterly
dividend period in which such stock shall have been issued. Such dividends
shall be, cumulative so that if for any quarterly dividend period all dividends
on the 4.75% Cumulative Preferred Stock at the rate aforesaid shall not have
been declared and paid, or a sum sufficient for the payment thereof set apart
and appropriated to such payment, the deficiency shall be paid, or a sum
sufficient for the payment thereof set apart and appropriated to such payment,
before any dividends shall be declared or paid upon the Common Stock. The
holders of the 4.75% Cumulative Preferred Stock shall not be entitled to
receive any dividends in excess of said cumulative dividends at the rate
aforesaid and no interest shall accrue upon dividends in arrears.

The
holders of the 4.75% Cumulative Preferred Stock shall be entitled to receive,
before any payment or distribution of the assets of the Corporation shall be
made to the holders of the Common Stock, (a) the sum of $106.75 per share
upon any voluntary dissolution, liquidation or winding up of the Corporation
resulting in a distribution of assets to its shareholders, and (b) $100
per share upon any involuntary dissolution, liquidation or winding up of the
Corporation resulting in a distribution of assets to its shareholders, plus in
each case an amount equal to 4.75% per annum on the par amount of said stock
for the aggregate of all periods in respect of which dividends thereon shall
not have been paid; and after the payment above provided for, the holders of
the 4.75% Cumulative Preferred Stock shall have no right or claim to any of the
remaining assets of the Corporation. The consolidation or merger of the
Corporation with or into any other corporation or corporations shall not be
deemed to be a liquidation, dissolution or winding up of the Corporation unless
the effect thereof shall be to cause a distribution of assets among its
shareholders.

Unless
at any time dividends on the 4.75% Cumulative Preferred Stock at the rate of
4.75% per annum shall not have been paid for periods aggregating one year or
more, the holders of the 4.75% Cumulative Preferred Stock, as such, shall not,
except as otherwise provided by law, be entitled to notice of any meeting of
the shareholders of the Corporation, nor shall they have any voting powers
whatsoever upon the 4.75% Cumulative Preferred Stock of the Corporation held by
them respectively, except that the holders of the 4.75% Cumulative Preferred
Stock shall at all times be entitled to vote or act, separately as a class,
with respect to any proposal to authorize any amendment of the Certificate of
Incorporation which alters the preferences of outstanding shares of the 4.75%
Cumulative Preferred Stock or which authorizes shares having preferences which
are in any respect superior to the preferences of the outstanding shares of the
4.75% Cumulative Preferred Stock or which increases the authorized amount of
the

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serial
preferred stock, and the consent or affirmative vote of the holders of record
of two-thirds of the outstanding shares of the 4.75% Cumulative Preferred Stock
shall be required for any such amendment; and specifically the holders of the
4.75% Cumulative Preferred Stock are hereby excluded from the right to vote in
any proceeding requiring approval of the shareholders of a corporation pursuant
to statutory law of the State of New York for guaranteeing the bonds of another
corporation, for sale of franchises or property, for consolidation, for
voluntary dissolution or for change of name. In case, however, at any time
dividends on the 4.75% Cumulative Preferred Stock at the rate of 4.75% per
annum shall not have been paid for periods aggregating one year or more, then,
and until full cumulative dividends upon the 4.75% Cumulative Preferred Stock
shall have been paid, the holders of the 4.75% Cumulative Preferred Stock
(a) shall have the right, together with holders of all other serial
preferred stock in respect to which the same right shall be conferred, to elect
a majority of the members of the Board of Directors of the Corporation, and
(b) as to all matters other than the election of directors, shall have the
same voting rights as the holders of Common Stock except as to matters with
respect to which they are given the right to vote separately as a class as
above provided. Whenever the holders of the 4.75% Cumulative Preferred Stock
shall become so entitled, either separately or together with the holders of
other serial preferred stock as aforesaid, to elect a majority of the members
of the Board of Directors, and upon the written request of the holders of
record of at least five per cent. (5%) of the total number of shares of serial
preferred stock then outstanding and entitled to such right of election, addressed
to the Secretary of the Corporation, a special meeting of the holders of serial
preferred stock entitled to such right of election and the holders of Common
Stock shall be called for the purpose of electing directors. At such meeting,
the holders of serial preferred stock and the holders of Common Stock shall
vote separately, and the holders of serial preferred stock present in person or
by proxy at such meeting shall be entitled to elect, by a plurality of votes
cast by them, a majority of the number of a new Board of Directors of the
Corporation, and the holders of Common Stock present in person or by proxy
shall be entitled to elect, by a plurality of votes cast by them, the remainder
of the new Board of Directors. The persons so elected as directors shall
thereupon constitute the Board of Directors of the Corporation, and the terms
of office of the previous directors of the Corporation shall thereupon
terminate. The term a majority of the members of the Board of Directors as
herein used shall mean one more than one-half of the total number of directors
provided for by the by-laws, regardless of the number then in office, and in
case one-half of such number shall not be a whole number, such one-half shall
be the next smaller whole number. In the event of any vacancy in the Board of
Directors among the directors elected by the holders of serial preferred stock,
such vacancy may be filled by the other directors elected by them, and if not
so filled may be filled by the holders of serial preferred stock entitled to
the right of election of aforesaid at a special meeting of the holders of said
stock called for that purpose, and such a meeting shall be called upon the
written request of at least five per cent. (5%) of the total number of shares
of serial preferred stock then outstanding and entitled to such right of
election. If and when, however, full cumulative dividends upon the 4.75%
Cumulative Preferred Stock shall at any subsequent time be paid, then, and
thereupon, such power of the holders of the 4.75% Cumulative Preferred Stock to
vote shall cease except as to the matters above specified with respect to which
the holders of the 4.75% Cumulative Preferred Stock shall at all times be
entitled to vote or act; subject, however, to being again revived at any
subsequent time if there shall again be default in payment of dividends upon
the 4.75% Cumulative Preferred Stock for periods aggregating one year or more
as aforesaid. Whenever such power of the holders of

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4.75%
Cumulative Preferred Stock and of all other serial preferred stock to vote
shall cease, the proper officer of the Corporation may and upon the written
request of the holders of record of five per cent. (5%) of the total number of
shares of Common Stock then outstanding shall call a special meeting of the
holders of Common Stock for the purpose of electing directors. At any meeting
so called, the holders of a majority of the Common Stock then outstanding,
present in person or by proxy, shall be entitled to elect, by a plurality of
votes, a new Board of Directors of the Corporation. The persons so elected as
directors shall thereupon constitute the Board of Directors of the Corporation,
and the terms of office of the previous directors of the Corporation shall
thereupon terminate.

The
4.75% Cumulative Preferred Stock may be redeemed by the Corporation in whole or
in part on any date, at the option of the Board of Directors, upon not less
than thirty (30) days notice to the holders of record of the 4.75%
Cumulative Preferred Stock, given in such manner as may be prescribed by the
by-laws or by resolutions of the Board of Directors, by payment in cash, for
each share of the 4.75% Cumulative Preferred Stock so to be redeemed, of
$106.75, and in addition thereto an amount equal to 4.75% per annum to the date
of redemption on the par amount of each such share for the aggregate of all
periods in respect of which dividends thereon shall not have been paid. If less
than all the outstanding shares are to be redeemed, selection of the shares to
be redeemed shall be made in such manner as may be prescribed by resolution of
the Board of Directors. From and after the date fixed in any such notice as the
date of redemption (unless default shall be made by the Corporation in payment
of the redemption price), all dividends on the 4.75% Cumulative Preferred Stock
thereby called for redemption shall cease to accrue, and all rights of the
holders thereof as shareholders of the Corporation, except the right to receive
the redemption price, shall cease and determine. Such redemption may be
effected either by payment out of surplus of the Corporation or by reduction of
capital stock pursuant to legal proceedings for that purpose or as may
otherwise be permitted by law.

No
holder of either (a) 4.75% Cumulative Preferred Stock (unless and except
to the extent that the privilege of purchasing or subscribing for any stock of
the Corporation or any securities convertible into stock of the Corporation may
be given to the holders of any subsequent series of serial preferred stock as
hereinafter stated), or (b) any subsequent, series of serial preferred
stock, or (c) common stock shall be entitled, as of right, to purchase or
subscribe for any stock of the Corporation of any class, as now or hereafter
authorized, or any bonds, debentures of other securities convertible into stock
of the Corporation, but any such stock, or such securities convertible into
stock of the Corporation, may be issued and disposed of, in the discretion of
the Board of Directors, to such persons, firms or corporations, for such lawful
consideration and upon such terms, as may be deemed advisable by the Board of
Directors; and any shares, or such convertible obligations, which the Board of
Directors may determine to offer for subscription to holders of stock may be
offered to holders of stock of any class to the exclusion of holders of stock
of any other class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the 4.75% Cumulative Preferred Stock, or the privilege of purchasing
or subscribing for any stock of the Corporation or any securities convertible
into stock of the Corporation or of exchanging shares of such series for shares
of any other class or of any other series of the same or any other class,

-10-

unless
by appropriate corporate action the same powers and privileges be given to the
holders of all of the serial preferred stock then outstanding.

(f)
Cumulative
  Preferred Stock, Series DThe
holders of the Cumulative Preferred Stock, Series D, shall be entitled to
receive, before any dividends on the Common Stock shall be paid or set apart
for payment, but only when and is declared by the Board of Directors and only
from the surplus of the Corporation, dividends at the rate of 4.35%.per annum
payable quarterly on dates to be determined by the Board of Directors. Such
dividends shall accrue from November 1, 1954 except that in the case of
any shares of Cumulative Preferred Stock, Series D, issued after
December 31, 1954, the dividends on such stock shall accrue only from the
first day of the quarterly dividends period in which such stock shall have been
issued. Such dividends shall be cumulative so that if for any quarterly
dividend period all dividends on the Cumulative Preferred Stock, Series D,
at the rate aforesaid shall not have been declared and paid, or a sum
sufficient for the payment thereof set apart and appropriated to such payment,
the deficiency shall be paid, or a sum sufficient for the payment thereof set
apart and appropriated to such payment, before any dividends shall be declared
or paid upon the Common Stock. The holders of the Cumulative Preferred Stock,
Series D, shall not be entitled to receive any dividends in excess of said
cumulative dividends at the rate aforesaid and no interest shall accrue upon
dividends in arrears.

The
holders of the Cumulative Preferred Stock, Series D, shall be entitled to
receive, before any payment or distribution of the assets of the Corporation
shall be made to the holders of the Common Stock, (a) the sum of $102.00
per share upon any voluntary dissolution, liquidation or winding up of the
Corporation resulting in a distribution of assets to its shareholders, and
(b) $100 per share upon any involuntary dissolution, liquidation or
winding up of the Corporation resulting in a distribution of assets to its
shareholders, plus in each case an amount equal to 4.35% per annum on the par
amount of said stock for the aggregate of all periods in respect of which
dividends thereon shall not have been paid; and after the payment above
provided for, the holders of the Cumulative Preferred Stock, Series D,
shall have no right or claim to any of the remaining assets of the Corporation.
The consolidation or merger of the Corporation with or into any other
corporation or corporations shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation unless the effect thereof shall be
to cause a distribution of assets among its shareholders.

Unless
at any time dividends on the Cumulative Preferred Stock, Series D, at the
rate of 4.35% per annum shall not have been paid for periods aggregating one
year or more, the holders of the Cumulative Preferred Stock, Series D, as
such, shall not, except as otherwise provided by law, be entitled to notice of
any meeting of the shareholders of the Corporation, nor shall they have any
voting powers whatsoever upon the Cumulative Preferred Stock, Series D, of
the Corporation held by them respectively, except that the holders of the Cumulative
Preferred Stock, Series D, shall at all times be entitled to vote or act,
separately as a class, with respect to any proposal to authorize any amendment
of the Certificate of Incorporation which alters the preferences of outstanding
shares of the Cumulative Preferred Stock, Series D, or which authorizes
shares having preferences which are in any respect superior to the preferences
of the outstanding shares of the Cumulative Preferred Stock, Series D, or
which increases the authorized amount of the serial preferred stock, and the
consent or affirmative vote of the holders of record of two-thirds of the
outstanding shares of the Cumulative Preferred Stock, Series D,

-11-

shall be
required for any such amendment; and specifically the holders of the Cumulative
Preferred Stock, Series D, are hereby excluded from the right to vote in
any proceeding requiring approval of the shareholders of a corporation pursuant
to statutory law of the State of New York for guaranteeing the bonds of another
corporation, for sale of franchises or property, for consolidation, for
voluntary dissolution or for change of name. In case, however, at any time
dividends on the Cumu1ative Preferred Stock, Series D, at the rate of
4.35% per annum shall not have been paid for periods aggregating one year or
more, then, and until full cumulative dividends upon the Cumulative Preferred
Stock, Series D, shall have been paid, the holders of the Cumulative
Preferred Stock, Series D, (a) shall have the right, together with
holders of all other serial preferred stock in respect to which the same right
shall be conferred, to elect a majority of the members of the Board of
Directors of the Corporation, and (b) as to all matters other then the
election of directors, shall have the same voting rights as the holders of
Common Stock except as to matters with respect to which they are given the
right to vote separately as a class as above provided. Whenever the holders of
the Cumulative Preferred Stock, Series D, shall become so entitled, either
separately or together with the holders of other serial preferred stock as
aforesaid, to elect a majority of the members of the Board of Directors, and
upon the written request of the holders of record of at least five per cent.
(5%) of the total number of shares of serial preferred stock then outstanding,
and entitled to such right of election, addressed to the Secretary of the
Corporation, a special meeting of the holders of serial preferred stock
entitled to such right of election and the holders of Common Stock shall be
called for the purpose of electing directors. At such meeting, the holders of
serial preferred stock and the holders of Common Stock shall vote separately,
and the holders of serial preferred stock present in person or by proxy at such
meeting shall be entitled to elect, by a plurality of votes cast by them, a
majority of the members of a new Board of Directors of the Corporation, and the
holders of Common Stock present in person or by proxy shall be entitled to
elect, by a plurality of votes cast by them, the remainder of the new Board of
Directors. The persons so elected as directors shall thereupon constitute the
Board of Directors of the Corporation, and the terms of office of the previous
directors of the Corporation shall thereupon terminate. The term a majority of
the members of the Board of Directors as herein used shall mean one more than
one-half of the total number of directors provided for by the by-laws,
regardless of the number then in office, and in case one-half of such number
shall not be a whole number, such one-half shall be the next smaller whole
number. In the event of any vacancy in the Board of Directors among the
directors elected by the holders of serial preferred stock, such vacancy may be
filled by the other directors elected by them, and if not so filled may be
filled by the holders of serial preferred stock entitled to the right of
election as aforesaid at a special meeting of the holders of said stock called
for that purpose, and such a meeting shall be called upon the written
request of at least five per cent. (5%) of the total number of shares of serial
preferred stock then outstanding and entitled to such right of election. If and
when, however, full cumulative dividends upon the Cumulative Preferred Stock,
Series D, shall at any subsequent time by paid, then, and thereupon, such
power of the holders of the Cumulative Preferred Stock, Series D, to vote
shall cease except as to the matters above specified with respect to which the
holders of the Cumulative Preferred Stock, Series D, shall at all times be
entitled to vote or act; subject, however, to being again revived at any
subsequent time if there shall again be default in payment of dividends upon
the Cumulative Preferred Stock, Series D, for periods aggregating one year
or more as aforesaid. Whenever such power of the holders of Cumulative
Preferred Stock, Series D, and of all other serial preferred stock to vote
shall cease, the proper officer of the Corporation may and upon the

-12-

written
request of the holders of record of five per cent. (5%) of the total number of
shares of Common Stock then outstanding shall call a special meeting of the
holders of Common Stock for the purpose of electing directors. At any meeting
so called, the holders of a majority of the Common Stock then outstanding,
present in person or by proxy, shall be entitled to elect, by a plurality of
votes, a new Board of Directors of the Corporation. The persons so elected as
directors shall thereupon constitute the Board of Directors of the Corporation,
and the terms of office of the previous directors of the Corporation shall
thereupon terminate.

The
Cumulative Preferred Stock, Series D, may be redeemed by the Corporation
in whole or in part on any date, at the option of the Board of Directors, upon
not less than thirty (30) days notice to the holders of record of the
Cumulative Preferred Stock, Series D, given in such manner as may be
prescribed by the by-laws or by resolutions of the Board of Directors, by
payment in cash, for each share of the Cumulative Preferred Stock,
Series D, so to be redeemed, of $102.00 and in addition thereto an amount
equal to 4.35% per annum to the date of redemption on the par amount of each
such share for the aggregate of all periods in respect of which dividends
thereon shall not have been paid. If less than all the outstanding shares are
to be redeemed, selection of the shares to be redeemed shall be made in such
manner as may be prescribed by resolution of the Board of Directors. From and
after the date fixed in any such notice as the date of redemption (unless
default shall be made by the Corporation in payment of the redemption price),
all dividends on the Cumulative Preferred Stock, Series D, thereby called
for redemption shall cease to accrue, and all rights of the holders thereof as
shareholders of the corporation, except the right to receive the redemption
price, shall cease and determine. Such redemption may be effected either by
payment out of surplus of the Corporation or by reduction of capital stock
pursuant to legal proceedings for that purpose or as may otherwise be permitted
by law.

No
holder of either (a) Cumulative Preferred Stock, Series D (unless and
except to the extent that the privilege of purchasing or subscribing for any
stock of the Corporation or any securities convertible into stock of the
Corporation may be given to the holders of any subsequent series of serial
preferred stock as hereinafter stated), or (b) any subsequent series of
serial preferred stock, or (c) common stock shall be entitled, as of
right, to purchase or subscribe for any stock of the Corporation of any class,
as now or hereafter authorized, or any bonds, debentures or other securities
convertible into stock of the Corporation, but any such stock, or such
securities convertible into stock of the Corporation, may be issued and
disposed of, in the discretion of the Board of Directors, to such persons,
firms or corporations, for such lawful consideration and upon such terms, as
may be deemed advisable by the Board of Directors; and any shares, or such
convertible obligations, which the Board of Directors may determine to offer
for subscription to holders of stock may be offered to holders of stock of any
class to the exclusion of holders of stock of any other class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the Cumulative Preferred Stock, Series D, or the privilege of
purchasing or subscribing for any stock of the Corporation or any securities
convertible into stock of the Corporation or of exchanging shares of such
series for shares of any other class or of any other series of the same or any
other class, unless by appropriate corporate action the same powers and
privileges be given to the holders of all of the serial preferred stock then
outstanding.

-13-

(g)
4.96%
  Cumulative Preferred Stock, Series EThe
holders of the Cumulative Preferred Stock, Series E, shall be entitled to
receive, before any dividends on the Common Stock shall be paid or set apart
for payment, but only when and as declared by the Board of Directors and only
from the surplus of the Corporation, dividends at the rate of 4.96% per annum
payable quarterly on dates to be determined by the Board of Directors. Such
dividends shall accrue from June 1, 1961 except that in the case of any
shares of Cumulative Preferred Stock, Series E, issued after June 30,
1961, the dividends on such stock shall accrue only from the first day of the
quarterly dividend period in which such stock shall have been issued. Such
dividends shall be cumulative so that if for any quarterly dividend period all
dividends on the Cumulative Preferred Stock, Series E, at the rate
aforesaid shall not have been declared and paid, or a sum sufficient for the
payment thereof set apart and appropriated to such payment, the deficiency
shall be paid, or a sum sufficient for the payment thereof set apart and appropriated
to such payment, before any dividends shall be declared or paid upon the Common
Stock. The holders of the Cumulative Preferred Stock, Series E, shall not
be entitled to receive any dividends in excess of said cumulative dividends at
the rate aforesaid and no interest shall accrue upon dividends in arrears.

The
holders of the Cumulative Preferred Stock, Series E, shall be entitled to
receive, before any payment or distribution of the assets of the Corporation
shall be made to the holders of the Common Stock, (a) $104 per share upon
any voluntary dissolution, liquidation or winding up of the Corporation
resulting in a distribution of assets to its shareholders if effected on or
before June 30, 1971, $102.50 if effected thereafter and on or before
June 30, 1976, and $101 per share if effected thereafter, and
(b) $100 per share upon any involuntary dissolution, liquidation or
winding up of the Corporation resulting in a distribution of assets to its
shareholders, plus in each case an amount equal to 4.96% per annum on the par
amount of said stock for the aggregate of all periods in respect of which
dividends thereon shall not have been paid; and after the payment above
provided for the holders of the Cumulative Preferred Stock, Series E, shall have
no right or claim to any of the remaining assets of the Corporation. The
consolidation or merger of the Corporation with or into any other corporation
or corporations shall not be deemed to be a liquidation, dissolution or winding
up of the Corporation unless the effect thereof shall be to cause a
distribution of assets among its shareholders.

Unless
at any time dividends on the Cumulative Preferred Stock, Series E, at the rate
of 4.96% per annum shall not have been paid for periods aggregating one year or
more, the holders of the Cumulative Preferred Stock, Series E, as such, shall
not, except as otherwise provided by law, be entitled to notice or any meeting
of the shareholders of the Corporation, nor shall they have any voting powers
whatsoever upon the Cumulative Preferred Stock, Series E, of the Corporation
held by them respectively, except that the holders of the Cumulative Preferred
Stock, Series E, shall at all times be entitled to vote or act, separately as a
class, with respect to any proposal to authorize any amendment of the
Certificate of Incorporation which alters the preferences of outstanding shares
of the Cumulative Preferred Stock, Series E, or which authorizes shares having
preferences which are in any respect superior to the preferences of the
outstanding shares of the Cumulative Preferred Stock, Series E, or which
increases the authorized amount of the serial preferred stock, and the consent
or affirmative vote of the holders of record of two-thirds of the outstanding
shares of the Cumulative Preferred Stock, Series E, shall be required for any
such amendment; and specifically the holders of the Cumulative Preferred Stock,
Series E, are hereby excluded from the right to vote in any proceeding
requiring

-14-

approval of
the shareholders of a corporation pursuant to statutory law of the State of New
York for guaranteeing the bonds of another corporation, for sale of franchises
or property, for consolidation, for voluntary dissolution or for change of
name. In case, however, at any time dividends on the Cumulative Preferred
Stock, Series E, at the rate of 4.96% per annum shall not have been paid for
periods aggregating one year or more, then, and until full cumulative dividends
upon the Cumulative Preferred Stock, Series E, shall have been paid, the
holders of the Cumulative Preferred Stock, Series E, (a) shall have the
right, together with holders of all other serial preferred stock in respect to
which the same right shall be conferred, to elect a majority of the members of
the Board of Directors of the Corporation, and (b) as to all matters other
than the election of directors, shall have the same voting rights as the
holders of Common Stock except as to matter with respect to which they are
given the right to vote separately as a class as above provided. Whenever the
holders of the Cumulative Preferred Stock, Series E, shall become so entitled,
either separately or together with the holders of other serial preferred stock
as aforesaid, to elect a majority of the members of the Board of Directors, and
upon the written request of the holders of record of at least five per cent.
(5%) of the total number of shares of serial preferred stock then outstanding
and entitled to such right of election, addressed to the Secretary of the Corporation,
a special meeting of the holders of serial preferred stock entitled to such
right of election and the holders of Common Stock shall be called for the
purpose of electing directors. At such meeting, the holders of serial preferred
stock and the holders of Common Stock shall vote separately, and the holders of
serial preferred stock present in person or by proxy at such meeting shall be
entitled to elect, by a plurality of votes cast by them, a majority of the
members of a new Board of Directors of the Corporation, and the holders of
Common Stock present in person or by proxy shall be entitled to elect, by a
plurality of votes cast by them, the remainder of the new Board of Directors.
The persons so elected as directors shall thereupon constitute the Board of
Directors of the Corporation, and the terms of office of the previous directors
of the Corporation shall thereupon terminate. The term a majority of the
members of the Board of Directors as herein used shall mean one more than
one-half of the total number of directors provided for by the by-laws,
regardless of the number then in office, and in case one-half of such, number
shall not be a whole number, such one-half shall be the next smaller whole
number. In the event of any vacancy in the Board of Directors among the
directors elected by the holders of serial preferred stock, such vacancy may be
filled by the other directors elected by them, and if not so filled may be
filled by the holders of serial preferred stock entitled to the right of election
as aforesaid at a special meeting of the holders of said stock called for that
purpose, and such a meeting shall be called upon the written request of at
least five per cent. (5%) of the total number of shares of serial preferred
stock then outstanding and entitled to such right of election. If and when,
however, full cumulative dividends upon the Cumulative Preferred Stock, Series
E, shall at any subsequent time be paid, then, and thereupon, such power of the
holders of the Cumulative Preferred Stock, Series E, to vote shall cease except
as to the matters above specified with respect to which the holders of the
Cumulative Preferred Stock, Series E, shall at all times be entitled to vote or
act; subject, however, to being again revived at any subsequent time if there
shall again be default in payment of dividends upon the Cumulative Preferred
Stock, Series E, for periods aggregating one year or more as aforesaid.
Whenever such power of the holders of Cumulative Preferred Stock, Series E, and
of all other serial preferred stock to vote shall cease, the proper officer of
the Corporation may and upon the written request of the holders of record. of
five per cent. (5%) of the total number of shares of Common Stock then
outstanding shall call a special meeting of the holders of Common Stock for the
purpose of electing directors.

-15-

At any meeting
so called, the holders of a majority of the Common Stock then outstanding,
present in person or by proxy, shall be entitled to elect, by a plurality of
votes, a new Board of Directors of the Corporation. The persons so elected as
directors shall thereupon constitute the Board of Directors of the Corporation,
and the terms of office of the previous directors of the Corporation shall
thereupon terminate.

The
Cumulative Preferred Stock, Series E, may be redeemed by the Corporation in
whole or in part on any date, at the option of the Board of Directors, upon not
less than thirty (30) days notice to the holders of record of the Cumulative
Preferred Stock, Series E given in such manner as may be prescribed by the
by-laws or by resolutions of the Board of Directors, by payment in cash, for
each share of the Cumulative Preferred Stock, Series E, so to be redeemed, of
$104 if redeemed on or before June 30, 1971, $102.50 if redeemed
thereafter and on or before June 30, 1976, and $101 if redeemed
thereafter, and in addition thereto an amount equal to 4.96% per annum to the
date of redemption on the par amount of each such share for the aggregate of
all periods in respect of which dividends thereon shall not have been paid. If
less than all of the outstanding shares are to be redeemed, selection of the
shares to be redeemed shall be made in such manner as may be prescribed by
resolution of the Board of Directors. From and after the date fixed in any such
notice as the date of redemption (unless default shall be made by the
Corporation in payment of the redemption price), all dividends on the
Cumulative Preferred Stock, Series E, thereby called for redemption shall cease
to accrue, and all rights of the holders thereof as shareholders of the
Corporation, except the right to receive the redemption price, shall cease and
determine. Such redemption may be effected either by payment out of surplus of
the Corporation or by reduction of capital stock pursuant to legal proceedings
for that purpose or as may otherwise be permitted by law.

No
holder of Cumulative Preferred Stock, Series E (unless and except to the extent
that the privilege of purchasing or subscribing for any stock of the
Corporation or any securities convertible into stock of the Corporation may be
given to the holders of any subsequent series of serial preferred stock as
hereinafter stated), shall be entitled, as of right, to purchase or subscribe
for any stock of the Corporation of any class, as now or hereafter authorized,
or any bonds, debentures or other securities convertible into stock of the
Corporation, but any such stock, or such securities convertible into stock of
the Corporation, may be issued and disposed of in the discretion of the Board
Directors, to such persons, firms or corporations, for such lawful
consideration and upon such terms, as may be deemed advisable by the Board of
Directors; and any shares, or such convertible obligations, which the Board of
Directors may determine to offer for subscription to holders of stock may be
offered to holders of stock of any class to the exclusion of holders of stock
of any other class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the Cumulative Preferred Stock, Series E, or the privilege of
purchasing or subscribing for any stock of the Corporation or any securities
convertible into stock of the Corporation or of exchanging shares of such
series for shares of any other class or of any other series of the same or any
other class, unless by appropriate corporate action the same powers and
privileges be given to the holders of all of the serial preferred stock then
outstanding.

-16-

(h)
7.72%
  Cumulative Preferred StockThe
holders of the 7.72% Cumulative Preferred Stock (hereinafter referred to as
1971 Preferred Stock) shall be entitled to receive, before any dividends on the
Common Stock shall be paid or set apart for payment, but only when and as
declared by the Board of Directors and only from the surplus of the
Corporation, dividends at the rate of 7.72% per annum payable quarterly on dates
to be determined by the Board of Directors. Such dividends shall accrue from
the date of original issuance. Such dividends shall be cumulative so that if
for any quarterly dividend period all dividends on the 1971 Preferred Stock at
the rate aforesaid shall not have been declared and paid, or a sum sufficient
for the payment thereof set apart and appropriated to such payment, the
deficiency shall be paid, or a sum sufficient for the payment thereof set apart
and appropriated to such payment, before any dividends shall be declared or
paid upon the Common Stock. The holders of the 1971 Preferred Stock shall not
be entitled to receive any dividends in excess of said cumulative dividends at
the rate aforesaid and no interest shall accrue upon dividends in arrears.

The
holders of the 1971 Preferred Stock shall be entitled to receive, before any
payment or distribution of the assets of the Corporation shall be made to the
holders of the Common Stock, (a) $110 per share upon any voluntary
dissolution, liquidation or winding up of the Corporation resulting in a
distribution of assets to its shareholders if effected on or before
January 31, 1978, $107 if effected thereafter and on or before
January 31, 1981, $104 if effected thereafter and on or before January 31,
1984, and $101 per share if effected thereafter, and (b) $100 per share
upon any involuntary dissolution, liquidation or winding up of the Corporation
resulting in a distribution of assets to its shareholders, plus in each case an
amount equal to 7.72% per annum on the par amount of said stock for the
aggregate of all periods in respect of which dividends thereon shall not have
been paid; and after the payment above provided for, the holders of the 1971
Preferred Stock shall have no right or claim to any of the remaining assets of
the Corporation. The consolidation or merger of the Corporation with or into
any other corporation or corporations shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation unless the effect thereof shall be
to cause a distribution of assets among its shareholders.

Unless
at any time dividends on the 1971 Preferred Stock at the rate of 7.72% per
annum shall not have been paid for periods aggregating one year or more, the
holders of the 1971 Preferred Stock, as such, shall not, except as otherwise
provided by law, be entitled to notice of any meeting of the shareholders of
the Corporation, nor shall they have any voting powers whatsoever upon the 1971
Preferred Stock of the Corporation held by them respectively, except that the
holders of the 1971 Preferred Stock shall at all times be entitled to vote or
act, separately as a class, with respect to any proposal to authorize any
amendment of the Certificate of Incorporation which alters the preferences of
outstanding shares of the 1971 Preferred Stock, or which authorizes shares
having preferences which are in any respect superior to the preferences of the
outstanding shares of the 1971 Preferred Stock, or which increases the
authorized amount of the serial preferred stock, and the consent or affirmative
vote of the holders of record of two-thirds of the outstanding shares of the
1971 Preferred Stock shall be required for any such amendment; and specifically
the holders of the 1971 Preferred Stock are hereby excluded from the right to
vote in any proceeding requiring approval of the shareholders of a corporation
pursuant to statutory law of the State of New York for guaranteeing the bonds
of another corporations, for sale of franchises or property, for consolidation,
for voluntary dissolution or for

-17-

change of
name. In case, however at any time dividends on the 1971 Preferred Stock at the
rate of 7.72% per annum shall not have been paid for periods aggregating one
year or more, then, and until full cumulative dividends upon the 1971 Preferred
Stock shall have been paid, the holders of the 1971 Preferred Stock
(a) shall have the right, together with holders of all other serial
preferred stock in respect to which the same right shall be conferred, to elect
a majority of the members of the Board of Directors of the Corporations, and
(b) as to all matters other than the election of directors, shall have the
same voting rights as the holders of Common Stock except as to matters with
respect to which they are given the right to vote separately as a class as
above provided. Whenever the holders of the 1971 Preferred Stock shall become
so entitled, either separately or together with the holders of other serial
preferred stock as aforesaid, to elect a majority of the members of the Board
of Directors, and upon the written request of the holders of record of at least
five per cent. (5%) of the total number of shares of serial preferred stock
then outstanding and entitled to such right of election, addressed to the
Secretary of the Corporation, a special meeting, of the holders of serial
preferred stock entitled to such right of election and the holders of Common
Stock shall be called for the purpose of electing directors. At such meeting,
the holders of serial preferred stock and the holders of Common Stock shall
vote separately, and the holders of serial preferred stock present in person or
by proxy at such meeting shall be entitled to elect, by a plurality of votes
cast by them, a majority of the members of a new Board of Directors of the
Corporation, and the holders of Common Stock present in person or by proxy
shall be entitled to elect, by a plurality of votes cast by them, the remainder
of the new Board of Directors. The persons so elected as directors shall
thereupon constitute the Board of Directors of the Corporation; and the terms
of office of the previous directors of the Corporation shall thereupon
terminate. The term a majority of the members of the Board of Directors as
herein used shall mean one more than one-half of the total number of directors
provided for by the by-laws, regardless of the number then in office, and in
case one-half of such number shall not be a whole number, such one-half shall
be the next smaller whole number. In the event of any vacancy in the Board of
Directors among the directors elected by the holders of serial preferred stock,
such vacancy may be filled by the other directors elected by them, and if not
so filled may be filled by the holders of serial preferred stock entitled to
the right of election as aforesaid at a special meeting of the holders of said
stock called for that purpose, and such a meeting shall be called upon the
written request of at least five per cent. (5%) of the total number of shares
of serial preferred stock then outstanding and entitled to such right of
election. If and when, however, full cumulative dividends upon the 1971
Preferred Stock shall at any subsequent time be paid, then, and thereupon, such
power of the holders of the 1971 Preferred Stock to vote shall cease except as
to the matters above specified with respect to which the holders of the 1971
Preferred Stock shall at all times be entitled to vote or act; subject,
however, to being again revived at any subsequent time if there shall again be
default in payment of dividends upon the 1971 Preferred Stock for periods
aggregating one year or more as aforesaid. Whenever such power of the holders
of 1971 Preferred Stock and of all other serial preferred stock to vote shall
cease, the proper officer of the Corporation may and upon the written request
of the holders of record of five per cent. (5%) of the total number of shares
of Common Stock then outstanding shall call a special meeting of the holders of
Common Stock for the purpose of electing directors. At any meeting so called,
the holders of majority of the Common Stock then outstanding, present in person
or by proxy, shall be entitled to elect, by a plurality of votes, a new Board
of Directors of
the Corporation. The persons so elected as directors shall thereupon constitute
the Board of

-18-

Directors
of the Corporation, and the terms of office of the
previous directors of the Corporation shall thereupon terminate.


The
1971 Preferred Stock may be redeemed by the Corporation in whole or in part on
any date, at the option of the Board of Directors, upon not less than thirty
(30) days notice to the holders of record of the 1971 Preferred Stock, given
in such manner as may be prescribed by the by-laws or by resolutions of the
Board of Directors, by payment in cash, for each share of the 1971 Preferred
Stock so to be redeemed, of $110 if redeemed on or before January 31,
1978, $107 if redeemed thereafter and on or before January 31, 1981, $104
if redeemed on or before January 31, 1984, and $101 if redeemed
thereafter, and in addition thereto an amount equal to 7.72% per annum to the
date of redemption on the par amount of each such share for the aggregate of
all periods to respect of which dividends thereon shall not have been paid;
provided, however, that prior to February 1, 1978, no 1971 Preferred Stock
may be redeemed, directly or indirectly, from the proceeds of or anticipation
of any refunding operation involving the incurring of debt or the issuance of
preferred stock which has an interest or dividend rate or cost to the
Corporation less than the dividend rate of the 1971 Preferred Stock. If less
than all of the outstanding shares are to be redeemed, selection of the shares
to be redeemed shall be made in such manner as may be prescribed by resolution
of the Board of Directors. From and after the date fixed in any such notice as
the date of redemption (unless default shall be made by the Corporation in
payment of the redemption price), all dividends on the 1971 Preferred Stock
thereby called for redemption shall cease to accrue, and all rights of the
holders thereof as shareholders of the Corporation, except the right to receive
the redemption price, shall cease and determine. Such redemption may be
effected either by payment out of surplus of the Corporation or by reduction of
capital stock pursuant to legal proceedings for that purpose or as may
otherwise be permitted by law.

No
holder of 1971 Preferred Stock (unless and except to the extent that the
privilege of purchasing or subscribing for any stock of the Corporation or any
securities convertible into stock of the Corporation may be given to the
holders of any subsequent series of serial preferred stock as hereinafter
stated), shall be entitled, as of right, to purchase or subscribe for any stock
of the Corporation of any class, as now or hereafter authorized, or any bonds
debentures or other securities convertible into stock of the Corporation, but
any such stock, or such securities convertible into stock of the Corporation,
may be issued and disposed of, in the discretion of the Board of Directors, to
such persons, firms or corporations, for such lawful consideration and upon
such terms, as may be deemed advisable by the Board of Directors; and any
shares, or such convertible obligations, which the Board of Directors may
determine to offer for subscription to holders of stock may be offered to
holders of stock of any class to the exclusion of holders of stock of any other
class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the 1971 Preferred Stock or the privilege of purchasing or
subscribing for any stock of the Corporation or any securities convertible into
stock of the Corporation or of exchanging shares of such series for shares of
any other class or of any other series of the same or any other class, unless
by appropriate corporate action the same powers and privileges be given to the
holders of all of the serial preferred stock then outstanding.

-19-

(i)
7.44%
  Cumulative Preferred Stock, Series GThe
holders of the 7.44% Cumulative Preferred Stock, Series G (hereinafter referred
to as 1973 Preferred Stock) shall be entitled to receive, before any dividends
on the Common Stock shall be paid or set apart for payment, but only when and
as declared by the Board of Directors and only from the surplus of the
Corporation; dividends at the rate of 7.44% per annum payable quarterly on
dates to be determined by the Board of Directors. Such dividends shall accrue
from the date of original issuance. Such dividends shall be cumulative so that
if for any quarterly dividend period all dividends on the 1973 Preferred Stock
at the rate aforesaid shall not have been declared and paid, or a sum
sufficient for the payment thereof set apart and appropriated to such payment,
the deficiency shall be paid, or a sum sufficient for the payment thereof set
apart and appropriated to such payment, before any dividends shall be declared
or paid upon the Common Stock. The holders of the 1973 Preferred Stock shall
not be entitled to receive any dividends in excess of said cumulative dividends
at the rate aforesaid and no interest shall accrue upon dividends in arrears.

The
holders of the 1973 Preferred Stock shall be entitled to receive, before any
payment or distribution of the assets of the Corporation shall be made to the
holder, of the Common Stock, (a) $108.66 per share upon any voluntary
dissolution, liquidation or winding up of the the Corporation resulting in a
distribution of assets to its shareholders if effected on or before
January 31, 1978, $106.80 if effected thereafter and on or before
January 31, 1983, $104.94 if effected thereafter and on or before
January 31, 1988, $103.08 if effected thereafter and on or before
January 31, 1993, and $101.22 per share if effected thereafter, and
(b) $100 per share upon any involuntary dissolution, liquidation or
winding up of the Corporation resulting in a distribution of assets to its
shareholders, plus in each case an amount equal to 7.44% per annum on the par
amount of said stock for the aggregate of all periods in respect of which
dividends thereon shall not have been paid; and after the payment above
provided for, the holders of the 1973 Preferred Stock shall have no right or
claim to any of the remaining assets of the Corporation. The consolidation or
merger of the Corporation with or into any other corporation or corporations
shall not be deemed to be a liquidation, dissolution or winding up of the
Corporation unless the effect thereof shall be to cause a distribution of
assets among its shareholders.

Unless
at any time dividends on the 1973 Preferred Stock at the rate of 7.44% per
annum shall not have been paid for periods aggregating one year or more, the
holders of the 1973 Preferred Stock, as such, shall not, except as otherwise
provided by law, be entitled to notice of any meeting of the shareholders of the
Corporation, nor shall they have any voting powers whatsoever upon the 1973
Preferred Stock of the Corporation held by them respectively, except that the
holders of the 1973 Preferred Stock shall at all times be entitled to vote or
act, separately as a class, with respect to any proposal to authorize any
amendment of the Certificate or Incorporation which alters the preferences of
outstanding shares of the 1973 Preferred Stock, or which authorizes shares
having preferences which are in any respect superior to the preferences of the
outstanding shares of the 1973 Preferred Stock, or which increases the
authorized amount of the serial preferred stock, and the consent or affirmative
vote of the holders of record of two-thirds of the outstanding shares of the
1973 Preferred Stock shall be required for any such amendment; and specifically
the holders of the 1973 Preferred Stock are hereby excluded from the right to
vote in any proceeding requiring approval of the shareholders of a corporation
pursuant to statutory law of the State of New York for guaranteeing the bonds
of another

-20-

corporation,
for sale of franchises or property, for consolidation, for voluntary
dissolution or for change of name. In case, however, at any time dividends on
the 1973 Preferred Stock at the rate of 7.44% per annum shall not have been
paid for periods aggregating one year or more, then, and until full cumulative
dividends upon the 1973 Preferred Stock shall have been paid, the holders of
the 1973 Preferred Stock (a) shall have the right, together with holders
of all other serial preferred Stock in respect to which the same right shall be
conferred, to elect a majority of the members of the Board of Directors of the
Corporation, and (b) as to all matters other than, the election of
directors, shall have the same voting rights as the holders of Common Stock except
as to matters with respect to which they are given the right to vote separately
as a class as above provided. Whenever the holders of the 1973 Preferred Stock
shall become so entitled, either separately or together with the holders of
other serial preferred stock aforesaid, to elect it majority of the members of
the Board of Directors, and upon the written request of the holders of record
of at least five per cent. (5%) of the total number of shares of serial
preferred stock then outstanding and entitled to such right of election,
addressed to the Secretary of the Corporation, a special meeting of the holders
of serial preferred stock entitled to such right of election and the holders of
Common Stock shall be called for the purpose of electing directors. At such
meeting, the holders of serial preferred stock and the holders of Common Stock
shall vote separately, and the holders of serial preferred stock present in
person or by proxy at such meeting shall be entitled to elect by a plurality of
votes cast by them, a majority of the members of a new Board of Directors of
the Corporation, and the holders of Common Stock present in person or by proxy
shall be entitled to elect, by a plurality of votes cast by them, the remainder
of the new Board of Directors. The persons so elected as directors shall
thereupon constitute the Board of Directors of the Corporation, and the terms
of office of the previous directors of the Corporation shall thereupon
terminate. The term a majority of the members of the Board of Directors as
herein used shall mean one more than one-half of the total number of directors
provided for by the by laws, regardless of the number then in office, and in
case one-half of such number shall not be a whole number, such one-half shall
be the next smaller whole number. In the event of any vacancy in the Board of
Directors among the directors elected by the holders of serial preferred stock,
such vacancy may be filled by the other directors elected by them, and if not
so filled by the holders of serial preferred stock entitled to the right of
election as aforesaid at a special meeting of the holders of said stock called
for that purpose, and such a meeting shall be called upon the written request
of at least five per cent. (5%) of the total number of shares of serial
preferred stock then outstanding and entitled to such right of election. If and
when, however, full cumulative dividends upon the 1973 Preferred Stock shall at
any subsequent time be paid, then, and thereupon, such power of the holders of
the 1973 Preferred Stock to vote shall cease except as to the matters above
specified with respect to which the holders of the 1973 Preferred Stock shall
at all times be entitled to vote or act; subject, however, to being again
revived at any subsequent time if there shall again be default in payment of
dividends upon the 1973 Preferred Stock for periods aggregating one year or
more as aforesaid. Whenever such power of the holders of 1973 Preferred Stock
and of all other serial preferred stock to vote shall cease, the proper officer
of the Corporation may and upon the written request of the holders of record of
five per cent. (5%) of the total number of shares of Common Stock then
outstanding shall call a special meeting of the holders of Common Stock for the
purpose of electing directors. At any meeting so called, the holders of a
majority of the Common Stock then outstanding, present in person or by proxy,
shall be entitled to elect, by a plurality of votes, a new Board of Directors
of the Corporation. The persons so elected as directors shall thereupon
constitute the Board of

-21-

Directors of
the Corporation, and the terms of office of the previous directors of the
Corporation shall thereupon terminate.

The
1973 Preferred Stock may be redeemed by the Corporation in whole or in part on
any date, at the option of the Board of Directors, upon not less than thirty
(30) days notice to the holders of record of the 1973 Preferred Stock, given in
such manner as may be prescribed by the by-laws or by resolutions of the Board
of Directors, by payment in cash, for each share of the 1973 Preferred Stock so
to be redeemed, of $108.66 if redeemed on or before January 31, 1978,
$106.80 if redeemed thereafter and on or before January 31, 1983, $104.94
if redeemed thereafter and on or before January 31, 1988, and $103.08 if
redeemed thereafter and on or before January 31, 1993, and $101.22 if
redeemed thereafter, and in addition thereto an amount equal to 7.44% per annum
to the date of redemption on the par amount of each such share for the
aggregate of all periods in respect of which dividends thereon shall not have
been paid; provided, however, that prior to February 1, 1978, no 1973
Preferred Stock may be redeemed, directly or indirectly, from the proceeds of
or in anticipation of any refunding operation involving the incurring of debt
or the issuance of preferred stock which has a cost to the Corporation
(calculated in accordance with generally accepted financial practice) lower
then 7.416% per annum. If less than all of the outstanding shares are to be
redeemed, selection of the shares to be redeemed shall be made in such manner
as may be prescribed by resolution of the Board of Directors. From and after
the date fixed in any such notice as the date of redemption (unless default
shall be made by the Corporation in payment of the redemption price), all
dividends on the 1973 Preferred Stock thereby called for redemption shall cease
to accrue, and all rights of the holders thereof as shareholders of the Corporation,
except the right to receive the redemption price, shall cease and determine.
Such redemption may be effected either by payment out of surplus of the
Corporation or by reduction of capital stock pursuant to legal proceedings for
that purpose or as may otherwise be permitted by law.

No
holder of 1973 Preferred Stock, (unless and except to the extent that the
privilege of purchasing or subscribing for any stock of the Corporation or any
securities convertible into stock of the Corporation may be given to the
holders of any subsequent series of serial preferred stock as hereinafter
stated), shall be entitled, as of right, to purchase or subscribe for any stock
of the Corporation of any class, as now or hereafter authorized, or any bonds,
debentures or other securities convertible into stock of the Corporation, but
any such stock, or such securities convertible into stock of the Corporation,
may be issued and disposed of in the discretion of the Board of Directors, to
such persons, firm or corporations, for such lawful consideration and upon such
terms, as may be deemed advisable by the Board of Directors; and any shares, or
such convertible obligations, which the Board of Directors may determine to
offer for subscription to holders of stock may be offered to holders of stock
of any class to the exclusion of holders of stock of any other class or
classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the 1973 Preferred Stock or the privilege of purchasing or
subscribing for any stock of the Corporation or any securities convertible into
stock of the Corporation or of exchanging shares of such series for shares of
any other class or of any other series of the same or any other class, unless
by appropriate corporate action the same powers and privileges be given to the
holders of all of the serial preferred stock then outstanding.

-22-

(j)
8.40%
 Cumulative Preferred StockThe
holders of the 8.40% Cumulative Preferred Stock (hereinafter referred to as
1977 Preferred Stock) shall be entitled to receive before any dividends on the
Common Stock shall be paid or set apart for payment, but only when and as declared
by the Board of Directors and only from the surplus of the Corporation,
dividends at the rate of 8.40% per annum payable quarterly on dates to be
determined by the Board of Directors. Such dividends shall accrue from the date
of original issuance. Such dividends shall be cumulative so that if for any
quarterly dividend period all dividends on the 1977 Preferred Stock at the rate
aforesaid shall not have been declared and paid, or a sum sufficient for the
payment thereof set apart and appropriated to such payment, the deficiency
shall be paid, or a sum sufficient for the payment thereof set apart and
appropriated to such payment, before any dividends shall be declared or paid
upon the Common Stock. The holders of the 1977 Preferred Stock shall not be entitled
to receive any dividends in excess of said cumulative dividends at the rate
aforesaid and no interest shall accrue upon dividends in arrears.

The
holders of the 1977 Preferred Stock shall be entitled to receive, before any
payment or distribution of the assets of the Corporation shall be made to the
holders of the Common Stock, (a) $108.40 per share upon any voluntary
dissolution, liquidation or winding up of the Corporation resulting in a
distribution of assets to its shareholders if effected on or before
May 31, 1982, $105.60 if effected thereafter and on or before May 31,
1987, $102.80 if effected thereafter and on or before May 31, 1992, and
$101.00 per share if effected thereafter, and (b) $100 per share upon any
involuntary dissolution, liquidation or winding up of the Corporation resulting
in a distribution of assets to its shareholders, plus in each case an amount
equal to 8.40% per annum on the par annum of said stock for the aggregate of a
all periods in respect of which dividends thereon shall not have been paid; and
after the payment above provided for, the holders of the 1977 Preferred Stock
shall have no right or claim to any of the remaining assets of the Corporation.
The consolidation or merger of the Corporation with or into any other
corporation or corporations shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation unless the effect thereof shall be
to cause a distribution of assets among its shareholders.

Unless
at any time dividends on the 1977 Preferred Stock at the rate of 8.40% per
annum shall not have been paid for periods aggregating one year or more, the
holders of the 1977 Preferred Stock, as such, shall not, except as otherwise
provided by law, be entitled to notice of any meeting of the shareholders of
the Corporation, nor shall they have any voting powers whatsoever upon the 1977
Preferred Stock of the Corporation held by them respectively, except that the
holders of the 1977 Preferred Stock shall at all times be entitled to vote or
act, separately as a class, with respect to any proposal to authorize any
amendment of the Certificate of Incorporation which alters the preferences of
outstanding shares of the 1977 Preferred Stock, or which authorizes shares
having preferences which are in any respect superior to the preferences of the
outstanding shares of the 1977 Preferred Stock, or which increases the
authorized amount of the serial preferred stock, and the consent or affirmative
vote of the holders of record of two-thirds of the outstanding shares of the
1977 Preferred Stock shall be required for any such amendment; and specifically
the holders of the 1977 Preferred Stock are hereby excluded from the right to
vote in any proceeding requiring approval of the shareholders of a corporation
pursuant to statutory law of the State of New York for guaranteeing the bonds
of another corporation, for sale of franchises or property, for consolidation,
for voluntary dissolution or for

-23-

change of
name. In case, however, at any time dividends on the 1977 Preferred Stock at
the rate of 8.40% per annum shall not have been paid for periods aggregating
one year or more, then, and until full cumulative dividends upon the 1977
Preferred Stock shall have been paid, the holders of the 1977 Preferred Stock
(a) shall have the right, together with holders of all other serial
preferred stock in respect to which the same right shall be conferred, to elect
a majority of the members of the Board of Directors of the Corporation, and
(b) as to all matters other than the election of directors, shall have the
some voting rights as the holders of Common Stock except as to matters with
respect to which they are given the right to vote separately as a class as
above provided. Whenever the holders of the 1977 Preferred Stock shall become
so entitled, either separately or together with the holders of other serial
preferred stock as aforesaid, to elect a majority of the members of the Board
of Directors, and upon the written request of the holders of record of at least
five per cent. (5%) of the total number of shares of serial preferred stock
then outstanding and entitled to such right of election, addressed to the
Secretary of the Corporation, a special meeting of the holders of serial
preferred stock entitled to such right of election and the holders of Common
Stock shall be called for the purpose of electing directors. At such meeting,
the holders of serial preferred stock and the holders of Common Stock shall
vote separately, and the holders of serial preferred stock present in person or
by proxy at such meeting shall be entitled to elect, by a plurality of votes
cast by them, a majority of the members of a new Board of Directors of the
Corporation, and the holders of Common Stock present in person or by proxy shall
be entitled to elect, by a plurality of votes cast by them, the remainder of
the new Board of Directors. The persons so elected as directors shall thereupon
constitute the Board of Directors of the Corporation shall thereupon terminate.
The term a majority of the members of the Board of Directors as herein used
shall mean one more than one-half of the total number of directors provided for
by the by-laws, regardless of the number then in office, and in case one-half
of such number shall not be a whole number, such one-half shall be the next
smaller wholer number. In the event of any vacancy in the Board of Directors
among the directors elected by the holders of serial preferred stock, such
vacancy may be filled by the other directors elected by them, and if not so
filled may be filled by the holders of serial preferred stock entitled to the
right of election as aforesaid at a special meeting of the holders of said
stock called for that purpose, and such a meeting shall be called upon the
written request of at least five per cent. (5%) of the total number of shares
of serial preferred stock then outstanding an entitled to such right of
election. If and when, however, full cumulative dividends upon the 1977
Preferred Stock shall at any subsequent time be paid, then, and thereupon, such
power of the holders of the 1977 Preferred Stock to vote shall cease except as
to the matters above specified with respect to which the holders of the 1977
Preferred Stock shall at all times be entitled to vote or act; subject,
however, to being again revived at any subsequent time if there shall again be
default in payment of dividends upon the 1977 Preferred Stock for periods
aggregating one year or more as aforesaid. Whenever such power of the holders
of 1977 Preferred Stock and of all other serial preferred stock to vote shall
cease, the proper officer of the Corporation may and upon the written request
of the holders of record of five per cent. (5%) of the total number of shares
of Common Stock then outstanding shall call a special meeting of the holders of
Common Stock for the purpose of electing directors. At any meeting so called,
the holders of a majority of the Common Stock then outstanding; present in
person or by proxy, shall be entitled to elect, by a plurality of votes, a new
Board of Directors of the Corporation. The persons so elected as directors
shall thereupon constitute the Board of Directors of the Corporation, and the
terms of office of the previous directors of the Corporation shall thereupon
terminate.

-24-

The
1977 Preferred Stock may be redeemed by the Corporation in whole or in part on
any date, at the option of the Board of Directors, upon not less than thirty
(30) days notice to the holders of record of the 1977 Preferred Stock, given
in such manner as may be prescribed by the by-laws or by resolutions of the
Board of Directors, by payment in cash, for each share of the 1977 Preferred
Stock so to be redeemed, of $108.40 if redeemed on or before May 31, 1982,
$105.60 if redeemed thereafter and on or before May 31, 1987, $102.80 if
redeemed thereafter and on or before May 31, 1992, and $101.00 if redeemed
thereafter, and in addition thereto an amount equal to 8.40% per annum to the
date of redemption on the par amount of each such share for the aggregate of
all periods in respect of which dividends thereon shall not have been paid;
provided, however, that prior to June 1, 1982, no 1977 Preferred Stock may
be redeemed, directly or indirectly, from the proceeds of or in anticipation of
any refunding operation involving the incurring of debt or the issuance of
preferred stock which has a cost to the Corporation (calculated in accordance
with generally accepted financial practice) lower than 8.40% per annum. If less
than all of the outstanding shares are to be redeemed, selection of the shares
to be redeemed shall be made in such manner as may be prescribed by resolution
of the Board of Directors. From and after the date fixed in any such manner as
may be prescribed by resolution of the Board of Directors. From and after the
date fixed in any such notice as the date of redemption (unless default shall
be made by the Corporation in payment of the redemption price), all dividends
on the 1977 Preferred Stock thereby called for redemption shall cease to accrue,
and all rights of the holders thereof as shareholders of the Corporation,
except the right to receive the redemption price, shall cease and determine.
Such redemption may be effected either by payment out of surplus of the
Corporation or by reduction of capital stock pursuant to legal proceedings for
that purpose or as may otherwise be permitted by law.

No
holder of 1977 Preferred Stock (unless and except to the extent that the
privilege of purchasing or subscribing for any stock of the Corporation or any
securities convertible into stock of the Corporation may be given to the
holders of any subsequent series of serial preferred stock as hereinafter
stated), shall be entitled, as of right, to purchase or subscribe for any stock
of the Corporation of any class, as now or hereafter authorized, or any bonds,
debentures or other securities convertible into stock of the Corporation, but
any such stock, or such securities convertible into stock of the Corporation,
may be issued and disposed of, in the discretion of the Board of Directors, to
such persons, firms or corporations, for such lawful consideration and upon
such terms, as may be deemed advisable by the Board of Directors; and any
shares, or such convertible obligations, which the Board of Directors may
determine to offer for subscription to holders of stock may be offered to
holders of stock of any class to the exclusion of holders of stock of any other
class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the 1977 Preferred Stock or the privilege of purchasing or
subscribing for any stock of the Corporation or any securities convertible into
stock of the Corporation or of exchanging shares of such series for shares of
any other class or of any other series of the same or any other class, unless
by appropriate corporate action the same powers and privileges be given to the
holders of all of the serial preferred stock then outstanding.

-25-

(k)
Adjustable
 Rate Cumulative Preferred Stock, Series AThe
holders of the Adjustable Rate Cumulative Preferred Stock, Series A,
(hereinafter referred to as the 1983 Preferred Stock) shall be entitled to
receive before any dividends on the Common Stock shall be paid or set apart for
payment, but only when and as declared by the Board of Directors and only from
the surplus of thy Corporation, dividends at the rate of 11% per annum for the
initial dividend period, and for the quarterly dividend periods ending
September 30, 1983 and December 31, 1983, and at the Applicable Rate
(as defined below) per annum thereafter, but in no case less than 6% per annum
or more than 12.5% per annum (the quarterly dividend rate for a specific
dividend period is referred to herein as the Prescribed Dividend Rate).
Dividends will be payable quarterly on dates to be determined by the Board of
Directors. The initial dividend will be payable on July 1, 1983 for the
initial dividend period, which shall be from the date of original issuance to
and including June 30, 1983. Such dividends shall accrue from the date of
original issuance. Such dividends shall be cumulative so that if for any
quarterly dividend period all dividends, on the 1983 Preferred Stock at the
Prescribed Dividend Rates shall not have been declared and paid, or a sum
sufficient for the payment thereof set apart and appropriated to such payment,
the deficiency shall be paid, or a sum sufficient for the payment thereof set
apart and appropriated to such payment, before any dividends shall be declared
or paid upon the Common Stock. The holders of the 1983 Preferred Stock shall
not be entitled to receive any dividends in excess of said cumulative dividends
at the Prescribed Dividend Rates and no interest shall accrue upon dividends in
arrears.

Except
as provided below in this paragraph, the Applicable Rate for any dividend
period will be 1% below the highest of (i) the Treasury Bill Rate,
(ii) the Ten Year Constant Maturity Rate and (iii) the Twenty Year
Constant Maturity Rate (each as hereinafter defined) for such dividend period.
In the event that the Company determines in good faith that for any reason one
or more of such rates cannot be determined for any dividend period, then the
Applicable Rate for such dividend period shall be computed from the higher of
whichever of such rates can be determined. In the event that the Company
determines in good, faith that none of such rates can be determined for any
dividend period, then the Applicable Rate for such dividend period shall be the
Applicable Rate in effect for the preceding dividend period.

Except
as provided below in this paragraph, the Treasury Bill Rate for each dividend
period will be the arithmetic average of the two most recent weekly per annum
market discount rates (or the one weekly per annum market discount rate, if
only one such rate shall be published during the relevant Calendar Period (as
defined below)) for three-month U.S. Treasury bills, as published weekly by the
Federal Reserve Board during the Calendar Period immediately prior to the ten
calendar days immediately preceding the last days of March, June,
September or December, as the case may be, prior to the dividend period
for which the dividend rate on the 1983 Preferred Stock is being determined. In
the event that the Federal Reserve Board does not publish a weekly per annum
market discount rate during any such Calendar Period, then the Treasury Bill
Rate for the related dividend period shall be the arithmetic average of the two
most recent weakly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate shall be published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that a
per annum market discount rate for three-month U.S. Treasury bills shall not be
published by the Federal Reserve Board or by any Federal Reserve Bank or by

-26-

the U.S.
Government department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period shall be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate shall be published during the
relevant Calendar Period) for all of the U.S. Treasury bills then having
maturities of not less than 80 or more than 100 days, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board
shall not publish such rates, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that the
Company determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during, such Calendar Period, then the
Treasury Bill Rate for such dividend period shall be the arithmetic average of
the per annum market discount rates based upon the closing bids during such
Calendar Period for each of the issues of marketable non interest bearing U.S.
Treasury securities with a maturity of not less than 80 or more than 100 days
from the date of each such quotation, as quoted daily for each business day in
New York City (or less frequently if daily quotations shall not be generally
available) to the Company by at least three recognized U.S. Government
securities dealers selected by the Company. In the event that the Company
determines in good faith that for any reason the Company cannot determine the
Treasury Bill Rate for any dividend period as provided above in this paragraph,
the Treasury Bill Rate for such dividend period shall be the arithmetic average
of the per annum market discount rates based upon the closing bids during the
related Calendar Period for each of the issues of marketable interest-bearing
U.S. Treasury securities with a maturity of not less than 80 or more than 100
days from the date of each such quotation, as quoted daily for each business
day in New York City (or less frequently if daily quotations shall not be
generally available) to the Company by at least three recognized U.S.
Government securities dealers selected by the Company.

Except
as provided below in this paragraph, the Ten Year Constant Maturity Rate for
each dividend period shall be the arithmetic average of the two most recent
weekly per annum Ten Year Average Yields (as defined below) (or the one weekly
per annum Ten Year Average Yield, if only one such Yield shall be published
during the relevant Calendar Period as provided below), as published weekly by
the Federal Reserve Board during the Calendar Period immediately prior to the
ten calendar days immediately preceding the last day of March, June, September
or December, as the case may be, prior to the dividend period for which the
dividend rate on the 1983 Preferred Stock is being determined. In the event
that the Federal Reserve Board does not publish such a weekly per annum Ten
Year Average Yield during such Calendar Period, then the Ten Year Constant
Maturity Rate for such dividend period shall be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields (or the one weekly per
annum Ten Year Average Yield, if only one such Yield shall be published during
such Calendar Period), as published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department or agency selected by
the Company. In the event that a per annum Ten Year Average Yield shall not be
published by the Federal Reserve Board or by any U.S. Government department or
agency during such Calendar Period, then the Ten Year Constant Maturity Rate
for such dividend period shall be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly average yield to
maturity, if only one such yield shall be published during such Calendar
Period) for all of the actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities (as defined below)) then having
maturities of not less than eight or more than twelve years, as published
during such Calendar Period by the Federal Reserve Board or, if the Federal

-27-

Reserve Board
shall not publish such yields, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that the
Company determines in good faith that for any reason the Company cannot determine
the Ten Year Constant Maturity Rate for any dividend period as provided above
in this paragraph, the then Ten Year Constant Maturity Rate for such dividend
period shall be the arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar Period for each of
the issues of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date not less
than eight or more than twelve years from the date of each such quotation, as
quoted daily of each business day in New York City (or less frequently if daily
quotations shall not be generally available) to the Company by at least three
recognized U.S. Government securities dealers selected by the Company.

Except
as provided below in this paragraph, the Twenty Year Constant Maturity Rate
for each dividend period shall be the arithmetic average of the two most recent
weekly per annum Twenty Year Average Yields (as defined below) (or the one weekly
per annum Twenty Year Average Yield, if only such Yield shall be published
during the relevant Calendar Period), as published weekly by the Federal
Reserve Board during the Calendar Period immediately prior to the ten calendar
days immediately preceding the last day of March, June, September or December,
as the case may be, prior to the dividend period for which the dividend rate on
the 1983 Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Twenty Year Average
Yield during such calendar Period, then the Twenty Year Constant Maturity Rate
for such dividend period shall be the arithmetic average of the two most recent
weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty
Year Average Yield (or the one weekly per annum Twenty Year Average Yield, if
only one such Yield shall be published during such Calendar Period), as
published weekly during such Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the Company. In the event
that a per annum Twenty Year Average Yield shall not be published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Twenty Year Constant
Maturity Rate for such dividend period shall be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one weekly
average yield to maturity, if only one such yield shall be published during
such Calendar Period) for all of the actively traded marketable U.S. Treasury
fixed interest rate securities (other than Special Securities) then having
maturities of not less than eighteen or more than twenty two years, as
published during such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board shall not publish such yields, by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the Company. In
the event that the Company determines in, goad faith that for any reason the
Company cannot determine the Twenty Year Constant Maturity Rate for any
dividend period as provided above in this paragraph, then the Twenty Year
Constant Maturity Rate for such dividend period shall be the arithmetic average
of the per annum average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) with a
final maturity date not less than eighteen or more than twenty two years from
the date of each such quotation, as quoted daily for each business day in New
York City (or less frequently if daily quotations shall not be generally
available) to the Company by at least three recognized U.S. Government
securities dealers selected by the Company.

-28-

The
Treasury Bill Rate, the Ten Year Constant Maturity. Rate and the Twenty Year
Constant Maturity Rate shall each be rounded to the nearest five one hundredths
of a percentage point.

The
amount of dividends per share payable for each dividend period shall be
computed by dividing the Prescribed Dividend Rate for such dividend period by
four and applying such rate against the par value per share of the 1983
Preferred Stock. The amount of dividends payable for the initial dividend
period or any period shorter than a full quarterly dividend period shall be
pro-rated on the basis of a 30-day month and a 360-day year.

The
dividend rate with respect to each dividend period will be calculated as
promptly as practicable by the Company according to the appropriate method
described herein. The Mathematical accuracy of each such calculation will be
confirmed in writing by independent accountants of recognized standing. The
Company will cause each dividend rate to be published in a newspaper of general
circulation in New York City prior to the commencement of the new dividend
period to which it applies and will cause notice of such; dividend rate to be enclosed
with the dividend payment checks next Mailed td the holders of the 1983
Preferred Stock.

As
used herein, the. term Calendar Period moans a period of fourteen calendar
days; the term Special Securities mean securities which can, at the option of
the, holder, be surrendered at face value in payment of any Federal estate tax
or which provide tax benefits to the holder and ace priced to reflect such tax
benefits or which were originally issued at a deep or substantial discount; the
term Ten Year Average Yield means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturing of ten years); the term Twenty Year Average Yield means the
average yield to maturity fur actively traded marketable U.S. Treasury fixed
interest rate securities (adjusted to constant maturities of twenty years) and
the term dividend period means a quarterly period ending immediately prior to
the first day of January, April, July and October in each year.

The
holders of the 1983 Preferred Stock shall be entitled to receive, before any
payment or distribution of the assets of the Corporation shall be made to the
holders of the Common Stock, (a) $103.00 per share upon any voluntary dissolution,
liquidation or winding up of the, Corporation resulting in a distribution of
assets to its shareholders if effected on or before March 31, 1993, and
$100.00 per share if effected thereafter, and (b) $100 per share upon any
involuntary dissolution, liquidation or winding up of the Corporation resulting
in a distribution of assets to its shareholders, plus in each case an amount
equal to applying the Prescribed Dividend Rates to the per amount of said stock
for all dividend periods in respect cal which dividends thereon shall not have
been paid; and after the payment above provided for, the holders of the 1983
Preferred Stock shall have no right or claim to any of the remaining assets of
the Corporation. The consolidation or merger of the Corporation with or into
any other corporation or corporations shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation unless the effect thereof shall be
to cause a distribution of assets among its shareholders.

Unless
at any time dividends on the 1983 Preferred Stock at the Prescribed Dividend
Rates shall not have been paid for dividend periods aggregating one year or
more, the holders of the 1983 Preferred Stock, as such, shall not, except as
otherwise provided by law, be entitled to

-29-

notice of any
meeting of the shareholders of the Corporation, nor shall they have any voting
powers whatsoever upon the 1983 Preferred Stock of the Corporation held by them
respectively, except that the holders of the 1983 Preferred Stock shall at all
times be entitled to vote or act, separately as a class, with respect to any
proposal to authorize any amendment of the Certificate of Incorporation which
alters the preferences of outstanding shares of the 1983 Preferred Stock, or
which authorizes shares having preferences which are in any respect superior to
the preferences of the outstanding shares of the 1983 Preferred Stock, or which
increases the authorized amount of the serial preferred stock, and the consent
or affirmative vote of the holders of record of two-thirds of the outstanding
shares of the 1983 Preferred Stock shall be required for any such amendment;
and specifically the holders of the 1983 Preferred Stock are hereby excluded
from the right to vote in any proceeding requiring approval of the shareholders
of a corporation pursuant to statutory law of the State of New York for
guaranteeing the bonds of another corporation, for sale of franchises or
property for consolidation, for voluntary dissolution or for change of name. In
case, however, at any time dividends on the 1983 Preferred Stock at the
Prescribed Dividend Rates shall not have been paid for dividend periods
aggregating one year or more, then, and until full cumulative dividends upon
the 1983 Preferred Stock shall have been paid, the holders of the 1983
Preferred Stock (a) shall have the right, together with holders of all
other serial preferred stock in respect to which the same right shall be
conferred, to elect a majority of the members of the Board of Directors of the Corporation,
and (b) as to all matters other than the election of directors, shall have
the same voting rights as the holders of Common Stock except as to matters with
respect to which they are given the right to vote separately as a class as
above provided. Whenever the holders of the 1983 Preferred Stock shall become
so entitled, either separately or together with the holders of other serial
preferred stock as aforesaid, to elect a majority of the members of the Board
of Directors, and upon the written request of the holders of record of at least
five per cent (5%) of the total number of shares of serial preferred stock then
outstanding and entitled to such right of election, addressed to the Secretary
of the Corporation, a special meeting of the holders of serial preferred stock
entitled to such right of election and the holders of Common Stock shall be
called for the purposes of electing directors. At such meeting, the holders of
serial preferred stock and the holders of Common Stock shall vote separately,
and the holder of serial preferred stock present in person or by proxy at such
meeting shall be entitled to elect, by a plurality of votes cast by them, a
majority of the members of a new Board of Directors of the Corporation, and the
holders of Common Stock present in person or by proxy shall be entitled to
elect by a plurality of votes cast by them, the remainder of the now Board of
Directors. The persons so elected as directors shall thereupon constitute the
Board of Directors of the Corporation, and the terms of office of the previous
directors of the Corporation shell thereupon terminate. The term a majority of
the members of the Board of Directors as herein used shall mean one more than
one-half of the total number of directors provided for by the by-laws,
regardless of the number then In office;. and in case. one-half of such number
shall not be a whole number, such one-half shall be the next smaller whole
number. In the event of any vacancy in the Board of Directors among the
directors elected by the holders of serial preferred stock, such vacancy may be
filled by the other directors elected by them, and if not so filled may be
filled by the holders of serial preferred stock entitled to the right of
election as aforesaid at a special meeting of the holders of said stock called
for that purpose, and such a meeting shall be called upon the written request
of at least five per cent (5%) of the total number of shares of serial
preferred stock then. outstanding and entitled to such right of election. If and
when, however, full cumulative dividends upon the 1983 Preferred Stock shall at
any

-30-

subsequent
time be paid, then, and thereupon, such power of the holders of the 1983
Preferred Stock to vote shall cease except as to the matters above specified
with respect to which the holders of the 1983 Preferred Stock shall at all
times be entitled to vote or act; subject, however, to being again revived at
any subsequent time if there shall again be default in payment of dividends
upon the 1983 Preferred Stock for periods aggregating one year of more as
aforesaid. Whenever such power of the holders of 1983 Preferred Stock and of
all other serial preferred stock to vote shall cease the proper officer of the
Corporation may and upon the written request of the holders of record of five
per cent (5%) of the total number of shares of Common Stock then outstanding
shall call a special meeting of the holders of Common Stock for the purpose of
electing directors. At any meeting so called, the holders of a majority of the
Common Stook then outstanding, present in person or by proxy, shall be entitled
to elect by a plurality of votes, a new Board of Directors of the Corporation.
The persons so elected as directors shall thereupon constitute the Board of
Directors of the Corporation, and the terms of office the previous directors of
the Corporation shall thereupon terminate.

Prior
to April 1, 1988, the Corporation may not redeem any of the 1983 Preferred
Stock. On and after April 1, 1988, the 1983 Preferred Stock may be
redeemed by the Corporation in whole or, from time to time, in part, at the
option of the Board of Directors, upon not less than thirty (30) days notice
to the holders of record of the 1983 Preferred Stock, given in such manner as
may be prescribed by the by-laws or by resolutions of the Board of Directors,
by payment in cash, for each share of the 1983 Preferred Stock so to be
redeemed, of $103.00 if redeemed on or before March 31, 1993, and $100.00
if redeemed thereafter, and in addition thereto an amount to the date of
redemption equal to applying the Prescribed Dividend Rates to the par amount of
each such share for all dividend periods in respect of which dividends thereon
shall not have been paid. If less than all of the outstanding shares are to be
redeemed, selection of the shares to be redeemed shall be made in such manner
as may be prescribed by resolution of the Board of Directors. From and after
the date fixed in any such, riot ice as the date of redemption (unless default
shall be made by the Corporation in payment of the redemption price), all
dividends on the 1983 Preferred Stock thereby called for redemption shall cease
to accrue, and all rights of the holders thereof as shareholders of the
Corporation, except the right to receive the redemption price, shall cease and
determine. Such redemption may be effected either by payment out of surplus of
the Corporation or by reduction of capital stock pursuant to legal proceedings
for that purpose or as may otherwise be permitted by law.

As
a sinking fund for the redemption of 1983 Preferred Stock, on March 30,
19__, and on each March 30 thereafter, the Corporation shall redeem 8,000
shares of the 1983 Preferred Stock (or the number of shares of 1983 Preferred
Stock then outstanding if less than 8,000), in each case by payment in cash of
an amount of $100.00 per share and in addition thereto an amount to the date of
redemption equal to applying the Prescribed Dividend Rates to the par amount of
each such share for all dividend periods in respect to which dividends thereon
shall not have been paid. The foregoing obligation of the Corporation to
redeem 1983 Preferred Stock annually shall be cumulative. At its option, the
Corporation may credit against any sinking fund redemption required by this
paragraph any shares of 1983 Preferred Stook redeemed pursuant to the optional
redemption provisions of the immediately preceding paragraph or as otherwise
acquired by the Corporation. Selection of the shares to be redeemed pursuant to
this paragraph shall be made in such manner as may be prescribed by the Board
of Directors. Any redemption pursuant to this paragraph shall be upon not less
than thirty (30) days notice to the holders of

-31-

record of 1983
Preferred Stock to be so redeemed, given in such manner as may be prescribed by
the by-laws or by resolutions of the Board of Directors. From and after the
date for redemption pursuant to this paragraph (unless default shall be made by
the Corporation in payment of the redemption price), all dividends on the 1983
Preferred Stock subject to such redemption shall cease to accrue, and all
rights of the holders thereof as shareholders of the Corporation, except the
right to receive the redemption price, shall cease and determine. Such
redemption maybe effected either by payment out of surplus of the Corporation
or by reduction of capital stock pursuant to legal proceedings for that purpose
or as may otherwise be permitted by law. The Corporation shall not declare or
pay or set apart any dividend for the Common Stock or any other class of stock
ranking junior to the 1983 Preferred Stock, or make any payment on account of,
or set apart money for a sinking or analogous fund for, the purchase,
redemption or other retirement of Common Stock or any other class of stock
ranking junior to the 1983 Preferred Stock, or make any distribution in respect
thereof, either directly or indirectly, and whether in cash or property or
obligations or stock of the Corporation, unless at the date of declaration in
the case of any such dividend, or at the date of any such other payment,
setting apart or distribution, (a) full cumulative sinking fund
redemptions required by this paragraph shall have been made and (b) full
cumulative dividends for all past dividend periods and for the then current
dividend period shall have boon paid or declared and set apart for payment on
the then outstanding 1983 Preferred Stock, other than shares of 1983 Preferred
Stock previously or then to be called for redemption. The Corporation shall not
redeem or purchase any shares ranking on a parity with the 1983 Preferred Stock
as to assets or dividends, pursuant to any sinking fund (which term shall
include any analogous requirement) for the redemption of purchase of such
shares, and shall not set apart money for any such fund, at any time when the
sinking fund redemption required by this paragraph shall be in arrears; except
that, at any time when the sinking fund redemption required by this paragraph
shall be in arrears and when arrears exist in any sinking or analogous
retirement fund required for any shares ranking as aforesaid on a parity with
the 1983 Preferred Stock, the Corporation may redeem or purchase for the
respective funds shares of 1983 Preferred Stock and such other shares, pro
rata, as nearly as practicable, according to the amounts in dollars of the
arrears in the redemptions or purchases required for the respective funds.

No
holder of 1983 Preferred Stock (unless and except to the extent that the
privilege of purchasing or subscribing for any stock of the Corporation or any
securities convertible into stock of the Corporation may be given to the
holders of any subsequent series of serial preferred stock as hereinafter
stated), shall be entitled, as of right, to purchase or subscribe for any stock
of the Corporation of any class, as now or hereafter authorized, or any bonds,
debentures or other securities convertible into stock of the Corporation, but
any such stock, or such securities convertible into stock of the Corporation,
may be issued and disposed of in the discretion of the Board of Directors, to
such persons, firms or corporations, for such lawful consideration and upon
such terms, as tray be deemed advisable by the Board of Directors; and any
shares, or such convertible obligations, which the Board of Directors may
determine to offer for Subscription to holders of stock may be offered to
holders of stock of any class to the exclusion of holders of stock of any other
class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the 1983 Preferred Stock or the privilege of purchasing or
subscribing for any stock of the Corporation or,

-32-

any securities
convertible into stock of the Corporation or of exchanging shares of such
series for shares of any other class or of any other series of the same or any
other class, unless by appropriate corporate action the same powers and
privileges be given to the holders of all of the serial preferred stock then
outstanding.

(l)
6.80%
  Redeemable Cumulative Preferred Stock.The
holders of the 6.80% Redeemable Cumulative Preferred Stock (hereinafter
referred to as 6.80% Preferred Stock) shall be entitled to receive, before any
dividends on the Common Stock shall be paid or set apart for payment, but only
when and as declared by the Board of Directors and only from the surplus of the
Corporation, dividends at the rate of 6.80% per annum payable quarterly on the
first days of January, April, July and October in each year commencing
with a payment on January 1, 1994. Such dividends shall accrue from the
date of original issuance. Such dividends shall be cumulative so that if for
any quarterly dividend period all dividends on the 6.80% Preferred Stock at the
rate aforesaid shall not have been declared and paid, or a sum sufficient for
the payment thereof set apart and appropriated to such payment, the deficiency
shall be paid, or a sum sufficient for the payment thereof set apart and
appropriated to such payment, before any dividends shall be declared or paid
upon the Common Stock. The holders of the 6.80% Preferred Stock shall not be
entitled to receive any dividends in excess of said cumulative dividends at the
rate aforesaid and no interest shall accrue upon dividends in arrears.

The
holders of the 6.80% Preferred Stock shall be entitled to receive, before any
payment or distribution of the assets of the Corporation shall be made to the
holders of the Common Stock, (a) $106.80 per share upon any voluntary
dissolution, liquidation or winding-up of the Corporation resulting in a
distribution of assets to its shareholders if effected on or before
October 1, 2003, and an amount per share equal to the then optional
redemption price (set forth below in the fourth paragraph of this
subparagraph (1)) applicable on the date any such event is effected, if
effected after October 1, 2003, and (b) $100 per share upon any
involuntary dissolution, liquidation or winding-up of the Corporation resulting
in a distribution of assets to its shareholders, plus in each case an amount
equal to 6.80% per annum on the par amount of said stock for the aggregate of
all periods in respect of which dividends thereon shall not have been paid; and
after the payment above provided for, the holders of the 6.80% Preferred Stock
shall have no right or claim to any of the remaining assets of the Corporation.
The consolidation or merger of the Corporation with or into any other
corporation or corporations shall not be deemed to be a liquidation,
dissolution or winding-up of the Corporation unless the effect thereof shall be
to cause a distribution of assets among its shareholders.

Unless
at any time dividends on the 6.80% Preferred Stock at the rate of 6.80% per
annum shall not have been paid for periods aggregating one year or more, the
holders of the 6.80% Preferred Stock, as such, shall not, except as otherwise
provided by law, be entitled to notice of any meeting of the shareholders of
the Corporation, nor shall they have any voting powers whatsoever upon the
6.80% Preferred Stock of the Corporation held by them respectively, except that
the holders of the 6.80% Preferred Stock shall at all times be entitled to vote
or act, separately as a class, with respect to any proposal to authorize any
amendment of the certificate of incorporation which alters the preferences of
outstanding shares of the 6.80% Preferred Stock, or which authorizes shares
having preferences which are in any respect, superior to the preferences of the
outstanding shares of the 6.80% Preferred Stock, or which increases the

-33-

authorized
amount of the serial preferred stock, and the consent or affirmative vote of
the holders of record of two-thirds of the outstanding shares of the 6.80%
Preferred Stock shall be required for any such amendment; and specifically the
holders of the 6.80% Preferred Stock are hereby excluded from the right to vote
in any proceeding requiring approval of the shareholders of a corporation
pursuant to statutory law of the State of New York for guaranteeing the bonds
of another corporation, for sale of franchises or property, for consolidation,
for voluntary dissolution or for change of name. In case, however, at any time
dividends on the 6.80% Preferred Stock at the rate of 6.80% per annum shall not
have been paid for periods aggregating one year or more, then, and until full
cumulative dividends upon the 6.80% Preferred Stock shall have been paid, the
holders of the 6.80% Preferred Stock (a) shall have the right, together
with holders of all other serial preferred stock in respect to which the same
right shall be conferred, to elect a majority of the members of the Board of
Directors of the Corporation, and (b) as to all matters other than the
election of directors, shall have the same voting rights as the holders of
Common Stock except as to matters with respect to which they are given the
right to vote separately as a class as above provided. Whenever the holders of
the 6.80% Preferred Stock shall become so entitled, either separately or
together with the holders of other serial preferred stock as aforesaid, to
elect a majority of the members of the Board of Directors, and upon the written
request of the holders of record of at least five percent (5%) of the total
number of shares of serial preferred stock then outstanding and entitled to
such right of election, addressed to the Secretary of the Corporation, a
special meeting of the holders of serial preferred stock entitled to such right
of election and the holders of Common Stock shall be called for the purpose of
electing directors. At such meeting, the holders of serial preferred stock and
the holders of Common Stock shall vote separately, and the holders of serial
preferred stock present in person or by proxy at such meeting shall be entitled
to elect, by a plurality of votes cast by them, a majority of the members of a
new Board of Directors of the Corporation, and the holders of Common Stock
present in person or by proxy shall be entitled to elect by a plurality of
votes cast by them, the remainder of the new Board of Directors. The persons so
elected as directors shall thereupon constitute the Board of Directors of the
Corporation, and the terms of office of the previous directors of the
Corporation shall thereupon terminate. The term a majority of the members of
the Board of Directors as herein used shall mean one more than one-half of the
total number of directors provided for by the by-laws, regardless of the number
then in office, and in case one-half of such number shall not be a whole number,
such one-half shall be the next smaller whole number. In the event of any
vacancy in the Board of Directors among the directors elected by the holders of
serial preferred stock, such vacancy may be filled by the other directors
elected by them, and if not so filled may be filled by the holders of serial
preferred stock entitled to the right of election as aforesaid at a special
meeting of the holders of said stock called for that purpose, and such a
meeting shall be called upon the written request of at least five percent (5%)
of the total number of shares of serial preferred stock then outstanding and
entitled to such right of election. If and when, however, full cumulative
dividends upon the 6.80% Preferred Stock shall at any subsequent time be paid,
then, and thereupon, such power of the holders of the 6.80% Preferred Stock to
vote shall cease except as to the matters above specified with respect to which
the holders of the 6.80% Preferred Stock shall at all times be entitled to vote
or act; subject, however, to being again revived at any subsequent time if
there shall again be default in payment of dividends upon the 6.80% Preferred
Stock for periods aggregating one year or more as aforesaid. Whenever such
power of the holders of 6.80% Preferred Stock and of all other serial preferred
stock to vote shall cease, the proper officer of the

-34-

Corporation
may and upon the written request of the holders of record of five percent (5%)
of the total number of shares of Common Stock then outstanding shall call a
special meeting of the holders of Common Stock for the purpose of electing
directors. At any meeting so called, the holders of a majority of the Common
Stock then outstanding, present in person or by proxy, shall be entitled to
elect, by a plurality of votes, a new Board of Directors of the Corporation.
The persons so elected as directors shall thereupon constitute the Board of
Directors of the Corporation, and the terms of office of the previous directors
of the Corporation shall thereupon terminate.

Prior
to October 1, 2003, the Corporation may not redeem any of the 6.80%
Preferred Stock. On and after October 1, 2003, the 6.80% Preferred Stock
may be redeemed by the Corporation in whole or in part on any date, at the
option of the Board of Directors, upon not less than thirty (30) days notice
to the holders of record of the 6.80% Preferred Stock, given in such manner as
may be prescribed by the by-laws or by resolutions of the Board of Directors,
by payment in cash, for each share of the 6.80% Preferred Stock so to be
redeemed, at the redemption prices set forth below:

If redeemed during the
12 months beginning October 1:
Redemption Price ($):2003

103.972004

103.682005

103.402006

103.122007

102.832008

102.552009

102.272010

101.982011

101.702012

101.422013

101.132014

100.852015

100.572016

100.282017 and
  thereafter

100.00;and
in addition thereto an amount equal to 6.80% per annum to the date of
redemption on the par amount of each such share for the aggregate of all
periods in respect of which dividends thereon shall not have been paid. If less
than all of the outstanding shares are to be redeemed, selection of the shares
to be redeemed shall be made in such manner as may be prescribed by resolution
of the Board of Directors. From and after the date fixed in any such notice as
the date of redemption (unless default shall be made by the Corporation in
payment of the redemption price), all dividends on the 6.80% Preferred Stock
thereby called for redemption shall cease to accrue, and all rights of the
holders thereof as shareholders of the Corporation, except the right to receive
the redemption price, shall cease and determine. Such redemption may be
effected either by payment out of surplus of the Corporation or by reduction of
capital stock pursuant to legal proceedings for that purpose or as may
otherwise be permitted by law.

-35-

As
a sinking fund for the redemption of the 6.80% Preferred Stock, on October 1,
2003, and on each October 1 thereafter, the Corporation shall redeem 6,000
shares of the 6.80% Preferred Stock (or the number of shares of 6.80% Preferred
Stock then outstanding if less than 6,000), in each case by payment in cash of
an amount of $100.00 per share and in addition thereto an amount equal to 6.80%
per annum to the date of redemption on the par amount of each such share for
the aggregate of all periods in respect to which dividends thereon shall not
have been paid. The foregoing obligation of the Corporation to redeem 6.80%
Preferred Stock annually shall be cumulative. At its option, the Corporation
may credit against any sinking fund redemption required by this paragraph any
shares of 6.80% Preferred Stock redeemed pursuant to the Optional redemption
provisions of the immediately preceding paragraph or as otherwise acquired by
the Corporation except that shares of the 6.80% Preferred Stock redeemed
pursuant to the immediately following sentence shall not reduce the
Corporations sinking fund requirements. At its option, on October l, 2003, and
on each October 1, thereafter, the Corporation may also redeem up to 6,000
additional shares of the 6.80% Preferred Stock (or the number of shares of
6.80% Preferred Stock then outstanding, if less than 6,000), in each case by
payment in cash of an amount of $100.00 per share and in addition thereto an
amount equal to 6.80% per annum to the date of redemption on the par amount of
each such share for the aggregate of all periods in respect to which dividends
thereon shall not have been paid. The Corporations right to redeem in the
immediately preceding sentence shall not be cumulative and shall not be
exercised when the sinking fund redemption required by this paragraph shall be
in arrears. Selection of the shares to be redeemed pursuant to this paragraph
shall be made in such manner as may be prescribed by the Board of Directors
which is designed to result, as nearly as practicable, in a redemption pro-rata
among the holders of the 6.80% Preferred Stock. Any redemption pursuant to this
paragraph shall be upon not less than thirty (30) days notice to the holders
of record of the 6.80% Preferred Stock to be so redeemed, given in such manner
as may be prescribed by the by-laws or by resolutions of the Board of
Directors. From and after the date for redemption pursuant to this
paragraph (unless default shall be made by the Corporation in payment of
the redemption price), all dividends on the 6.80% Preferred Stock subject to
such redemption shall cease to accrue, and all rights of the holders thereof as
shareholders of the Corporation, except to be right receive the redemption
price, shall cease and determine. Such redemption may be effected either by
payment out of surplus of the Corporation or by reduction of capital stock
pursuant to legal proceedings for that purpose or as may otherwise be permitted
by law. The Corporation shall not declare or pay or set apart any dividend for
the Common Stock or any other class of stock ranking junior to the 6.80% Preferred
Stock, or make any payment on account of, or set apart money for a sinking or
analogous fund for, the purchase, redemption or other retirement of Common
Stock or any other class of stock ranking junior to the 6.80% Preferred Stock,
or make any distribution in respect thereof, either directly or indirectly, and
whether in cash or property or obligations or stock of the Corporation, unless
at the date of declaration in the case of any other such dividend, or at the
date of any such payment, setting apart distribution, (a) full cumulative
sinking fund redemptions required by this paragraph shall have been made and
(b) full cumulative dividends for all past dividend periods and for the
then current dividend period shall have been paid or declared and set apart for
payment on the then outstanding 6.80% Preferred Stock, other than shares of
6.80% Preferred Stock previously or then to be called for redemption. The
Corporation shall not redeem or purchase any shares ranking on a parity with
the 6.80% Preferred Stock as to assets or dividends, pursuant to any sinking
fund (which term shall include any analogous requirement) for the redemption of

-36-

purchase of
such shares, and shall not set apart money for any such fund, at any time when
the sinking fund redemption required by this paragraph shall be in arrears;
except that, at any time when the sinking fund redemption requited by this
paragraph shall be in arrears and when arrears exist in any sinking or
analogous retirement fund required for any shares ranking as aforesaid on a
parity with the 6.80% Preferred Stock, the Corporation may redeem or purchase
for the respective funds shares of 6.80% Preferred Stock and such other shares,
pro rata, as nearly as practicable, according to the amounts in dollars of the
arrears in the redemption, or purchases required for the respective funds.

No
holder of 6.80% Preferred Stock (unless and except to the extent that the
privilege of purchasing or subscribing for any stock of the Corporation or any
securities convertible into stock of the Corporation may be given to the
holders of any subsequent series of serial preferred stock as hereinafter
stated), shall be entitled, as of right, to purchase or subscribe for any stock
of the Corporation of any class, as now or hereafter authorized, or any bonds,
debentures or other securities convertible into stock of the Corporation, but
any such stock, or such securities convertible into stock of the Corporation,
may be issued and disposed of, in the discretion of the Board of Directors, to
such persons, firms or corporations, for such lawful consideration and upon
such terms, as may be deemed advisable by the Board of Directors; and any
shares, or such convertible obligations, which the Board of Directors may
determine to offer for subscription to holders of stock may be offered to
holders of stock of any class to the exclusion of holders of stock of any other
class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the 6.80% Preferred Stock or the privilege of purchasing or
subscribing for any stock of the Corporation or any securities convertible into
stock of the Corporation or of exchanging shares of such series for shares of
any other class or of any other series of the same or any other class, unless
by appropriate corporate action the same powers and privileges be given to the
holders of all of the serial preferred stock then outstanding.

(m)
6.20%
  Redeemable Cumulative Preferred Stock.The
holders of the 6.20% Redeemable Cumulative Preferred Stock (hereinafter
referred to as 6.20% Preferred Stock) shall be entitled to receive, before any
dividends on the Common Stock shall be paid or set apart for payment, but only
when and as declared by the Board of Directors and only from the surplus of the
Corporation, dividends at the rate of 6.20% per annum payable quarterly on the
first days of January, April, July and October in each year
commencing with a payment on January 1, 1994. Such dividends shall accrue
from the date of original issuance. Such dividends shall be cumulative so that.
if for any quarterly dividend period all dividends on the 6.20% Preferred Stock
at the rate aforesaid shall not have been declared and paid, or a sum
sufficient for the payment thereof set apart and appropriated to such payment,
the deficiency shall be paid, or a sum sufficient for the payment thereof set
apart and appropriated to such payment, before any dividends shall be declared
or paid upon the Common Stock. The holders of the 6.20% Preferred Stock shall
not be entitled to receive any dividends in excess of said cumulative dividends
at the rate aforesaid and no interest shall accrue upon dividends in arrears.

-37-

The
holders of the 6.20% Preferred Stock shall be entitled to receive, before any
payment or distribution of the assets of the Corporation shall be made to the
holders of the Common Stock, (a) $106.20 per share upon any voluntary
dissolution, liquidation or winding-up of the Corporation resulting in a
distribution of assets to its shareholders if effected on or before
October 1, 2003, and $100 per share if effected thereafter, and
(b) $100 per share upon any involuntary dissolution, liquidation or
winding-up of the Corporation resulting in a distribution of assets to its
shareholders, plus in each case an amount equal to 6.20% per annum on the par
amount of said stock for the aggregate of all periods in respect of which
dividends thereon shall not have been paid; and after the payment above
provided for, the holders of the 6.20% Preferred Stock shall have no right or
claim to any of the remaining assets of the Corporation. The consolidation or
merger of the Corporation with or into any other corporation or corporations
shall not be deemed to be liquidation, dissolution or winding-up of the
Corporation unless the effect thereof shall be to cause a distribution of
assets among its shareholders.

Unless
at any time dividends on the 6.20% Preferred Stock at the rate of 6.20% per
annum shall not have been paid for periods aggregating one year or more, the
holders of the 6.20% Preferred Stock, as such, shall not, except as otherwise
provided by law, be entitled to notice of any meeting of the shareholders of
the Corporation, nor shall they have any voting powers whatsoever upon the
6.20% Preferred Stock of the Corporation held by them respectively, except that
the holders of the 6.20% Preferred Stock shall at all times be entitled to vote
or act, separately as a class, with respect to any proposal to authorize any
amendment of the certificate of incorporation which alters the preferences of
outstanding shares of the 6.20% Preferred Stock, or which authorizes shares having
preferences which are in any respect superior to the preferences of the
outstanding shares of the 6.20% Preferred Stock, or which increases the
authorized amount of the serial preferred stock, and the consent or affirmative
vote of the holders of record of two-thirds of outstanding shares of the 6.20%
Preferred Stock shall be required for any such amendment; and specifically the
holders oft the 6.20% is referred Stock are hereby excluded from the right to
vote in any proceeding requiring approval of the shareholders of a corporation
pursuant to statutory law of the State of New York for guaranteeing the bonds
of another corporation, for sale of franchises or property, for consolidation,
for voluntary dissolution or for change of name. In case, however, at any time
dividends on the 6.20% Preferred Stock at the rate of 6.20% per annum shall not
have been paid for periods aggregating one year or more, then, and until full
cumulative dividends upon the 6.20% Preferred Stock shall have been paid, the
holders of the 6.20% Preferred Stock (a) shall have the right, together with
holders of all other serial preferred stock in respect to which the same right
shall be conferred, to elect a majority of the members of the Board of
Directors of the Corporation, and (b) as to all matters other than the
election of directors, shall have the same voting rights as the holders of
Common Stock except as to matters with respect to which they are given the
right to vote separately as a class as above provided. Whenever the holders of
the 6.20% Preferred Stock shall become so entitled, either separately or
together with the holders of other serial preferred stock as aforesaid, to
elect a majority of the members of the Board of Directors, and upon the written
request of the holders of record of at least five percent (5%) of the total
number of shares of serial preferred stock then outstanding and entitled to
such right of election, addressed to the Secretary of the Corporation, a
special meeting of the holders of serial preferred stock entitled to such right
of election and the holders of Common Stock shall be called for the purpose of
electing directors. At such meeting, the holders of serial preferred stock and
the holders of Common Stock shall vote separately, and the holders of serial
preferred stock present in person

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or by proxy at
such meeting shall be entitled to elect, by a plurality of votes cast by them,
a majority of the members of a new Board of Directors of the Corporation, and
the holders of Common Stock present in person or by proxy shall be entitled to
elect, by a plurality of votes cast by them, the remainder of the new Board of
Directors. The persons so elected as directors shall thereupon constitute the
Board of Directors of the Corporation, and the terms of office of the previous
directors of the Corporation shall thereupon terminate. The term a majority of
the members of the Board of Directors as herein used shall mean one more than
one-half of the total number of directors provided for by the by-laws, regardless
of the number then in office, and in case one-half of such number shall not be
a whole number, such one-half shall be the next smaller whole number. In the
event of any vacancy in the Board of Directors among the directors elected by
the holders of serial preferred stock, such vacancy may be filled by the other
directors elected by them, and if not so filled may be filled by the holders of
serial preferred stock entitled to the right of election as aforesaid at a
special meeting of the holders of said stock called for that purpose, and such
a meeting shall be called upon the written request of at least five percent
(5%) of the total number of shares of serial preferred stock then outstanding
and entitled to such right of election. If and when, however, full cumulative
dividends upon the 6.20% Preferred Stock shall at any subsequent time be paid,
then, and thereupon, such power of the holders of the 6. 20% Preferred Stock to
vote shall cease except as to the matters above specified with respect to which
the holders of the 6.20% Preferred Stock shall at all time be entitled to vote
or act; subject, however, to being again revived at any subsequent times if
there shall again be default in payment of dividends upon the 6.20% Preferred
Stock for periods aggregating one year or more as aforesaid. Whenever such
power of the holders of 6.20% Preferred Stock and of all other serial preferred
stock to vote shall cease, the proper officer of the Corporation may and upon
the written request of the holders of record of five percent (5%) of the total
number of shares of Common Stock then outstanding shall call a special meeting
of the holders of Common Stock for the purpose of electing directors. At any
meeting so called, the holders of a majority of the Common Stock then
outstanding, present in person or by proxy, shall be entitled to elect, by a
plurality of votes, a new Board of Directors of the Corporation. The persons so
elected as directors shall thereupon constitute the Board of Directors of the
Corporation, and the terms of office of the previous directors of the
Corporation shall thereupon terminate.

Prior
to October 1, 2003, the Corporation may not redeem any of the 6.20%
Preferred Stock. On and after October 1, 2003, the 6.20% Preferred Stock
may be redeemed by the Corporation in whole or in part on any date, at the
option of the Board of Directors, upon not less than thirty (30) days notice
to the holders of record of the 6.20% Preferred Stock, given in such manner as
may be prescribed by the by-laws or by resolutions of the Board of Directors,
by payment in cash, for each share of the 6.20% Preferred Stock so to be
redeemed, at a redemption price of $100 per share, and in addition thereto an
amount equal to 6.20% per annum to the date of redemption on the par amount of
each such share for the aggregate of all periods in respect of which dividends
thereon shall not have been paid. If less than all of the outstanding shares
are to be redeemed, selection of the shares to be redeemed shall be made in
such manner as may be prescribed by resolution of the Board of Directors. From
and after the date fixed in any such notice as the date of redemption (unless
default shall be made by the Corporation in payment of the redemption price),
all dividends on the 6.20% Preferred Stock thereby called for redemption shall
cease to accrue, and all rights of the holders thereof as shareholders of the
Corporation, except the right to receive the redemption price, shall cease and
determine. Such redemption

-39-

may be
effected either by payment out of surplus of the Corporation or by reduction of
capital stock pursuant to legal proceedings for that purpose or as may
otherwise be permitted by law.

As
a sinking fund for the redemption of the 6.20% Preferred Stock, on
October 1, 2003, and on each October 1 thereafter through and
including October 1, 2007, the Corporation shall redeem 10,000 shares of
the 6.20% Preferred Stock (or the number of shares of 6.20% Preferred Stock
then outstanding if less than 10,000), in each case by payment in cash of an
amount of $100.00 per share and in addition thereto an amount equal to 6.80%
per annum to the date of redemption on the par amount of each such share for
the aggregate of all periods in respect to which dividends thereon shall not
have been paid. The Corporation shall redeem all shares of the 6.80% Preferred
Stock outstanding on October 1, 2008, by payment, in cash of an amount of
$100.00 per share and in addition thereto an amount equal to 6.20% per annum to
the date of redemption on the par amount of each such share for the aggregate
of all periods in respect of which dividends thereon shall not have been paid.
The foregoing obligation of the Corporation to redeem 6.20% Preferred Stock
annually shall be cumulative. At its option, the Corporation may credit against
any sinking fund redemption required by this paragraph any shares of 6.20%
Preferred Stock redeemed pursuant to the optional redemption provisions of the
immediately preceding paragraph or as otherwise acquired by the Corporation.
Selection of the shares to be redeemed pursuant to this paragraph shall be made
in such manner as may be prescribed by the Board of Directors which is designed
to result, as early as practicable in a redemption pro-rata among the holders
of the 6.20% Preferred Stock. Any redemption pursuant to this paragraph shall
be upon not less than thirty (30) days notice to the holders of record of the
6.20% Preferred Stock to be so redeemed, given in such manner as may be
prescribed by the by-laws or by resolutions of the Board of Directors. From and
after the date for redemption pursuant to this paragraph (unless default
shall be made by the Corporation in payment of the redemption price), all
dividends on the 6.20% Preferred Stock subject to such redemption shall cease
to accrue, and all rights of the holders thereof as shareholders of the
Corporation, except the right to receive the redemption price, shall cease and
determine. Such redemption may be effected either by payment out of surplus of
the Corporation or by reduction of capital stock pursuant to legal proceedings
for that purpose or as may otherwise be permitted by law. The Corporation shall
not declare or pay or set apart any dividend for the Common Stock or any other
class of stock ranking junior to the 6.20% Preferred Stock, or make any payment
on account of, or set apart money for a sinking or analogous fund for, the
purchase, redemption or other retirement of Common Stock or any other class of
stock ranking junior to the 6.20% Preferred Stock, or make any distribution in
respect thereof, either directly or indirectly, and whether in cash or property
or obligations or stock of the Corporation, unless at the date of declaration
in the case of any other such dividend, or at the date of any such payment;
setting apart distribution, (a) full cumulative sinking fund redemptions
required by this paragraph shall have been made and (b) full cumulative
dividends for all past dividend periods and for the then current dividend period
shall have been paid or declared and set apart for payment on the then
outstanding 6.20% Preferred Stock, other than shares of 6.20% Preferred Stock
previously or then to be called for redemption. The Corporation shall not
redeem or purchase any shares ranking on a parity with the 6.20% Preferred
Stock as to assets or dividends, pursuant to any sinking fund (which term shall
include any analogous requirement) for the redemption of purchase of such
shares, and shall not set apart money for any such fund, at any time when the
sinking fund redemption required by this paragraph shall be in arrears; except
that, at any time when the sinking fund redemption required by this paragraph
shall be in arrears and when arrears exist in any sinking or

-40-

analogous
retirement fund required for any shares ranking as aforesaid on a parity with
the 6.20% Preferred Stock, the Corporation may redeem or purchase for the
respective funds shares of 6.20% Preferred Stock and such other shares, pro
rata, as nearly as practicable, according to the amounts in dollars of the
arrears in the redemption or purchase required for the respective funds.

No
holder of 6.20% Preferred Stock (unless and except to the extent that the
privilege of purchasing or subscribing for any stock of the Corporation or any
securities convertible into stock of the Corporation may be given to the
holders of any subsequent series of serial preferred stock as hereinafter
stated), shall be entitled, as of right, to purchase or subscribe for any stock
of the Corporation of any class, as now or hereafter authorized, or any bonds,
debentures or other securities convertible into stock of the Corporation, but
any such stock, or such securities convertible into stock of the Corporation,
may be issued and disposed of, in the discretion of the Board of Directors, to
such persons, firms or corporations, for such lawful consideration and upon
such terms, as may be deemed advisable by the Board of Directors; and any
shares, or such convertible obligations, which the Board of Directors may
determine to offer for subscription to holders of stock may be offered to
holders of stock of any class to the exclusion of holders of stock of any other
class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to the
holders of the 6.20% Preferred Stock or the privilege of purchasing or
subscribing for any stock of the Corporation or any securities convertible into
stock of the Corporation or of exchanging shares of such series for shares of
any other class or of any other series of the same or any other class, unless
by appropriate corporate action the same powers and privileges be given to the
holders of all of the serial preferred stock then outstanding.

6.
The
 operations of the Corporation are to be carried on in the following counties:Albany,
Allegany, Bronx, Broome, Cattaraugus, Cayuga, Chautauqua, Chemung, Chenango,
Clinton, Columbia, Cortland, Delaware, Dutchess, Erie, Essex; Franklin,
Fulton, Genesee, Greene, Hamilton, Herkimer, Jefferson, Kings, Lewis,
Livingston, Madison, Monroe, Montgomery, Nassau, New York, Niagara, Oneida,
Onandaga, Ontario, Orange, Orleans, Oswego, Otsego, Putnam, Queens, Rensselaer,
Richmond, Rockland, St. Lawrence, Saratoga, Schenectady, Schoharie,
Schuyler, Seneca, Steuben, Suffolk, Sullivan, Tioga, Tompkins, Ulster, Warren,
Washington, Wayne, Westchester, Wyoming and Yates.

7.
The duration
 of the Corporation is perpetual.8.
The number
 of directors shall be not less than three nor more than twenty-five.The
number of directors to be chosen within the maximum and minimum limits shall be
determined in the manner prescribed by the. by-laws of the Corporation.

9.      The
Secretary of State of the State of New York is hereby designated as the agent
of this Corporation upon whom process against the Corporation may be served.

-41-

10.      The
address to which the Secretary of State shall mail a copy of any process
against the Corporation which may be served upon him is as follows:

284 South
 Avenue, Poughkeepsie, N. Y. 1260211.      (a)
The directors of the Corporation need not be shareholders unless the by-laws
shall so require.

(b)
      The Board of Directors shall have power
from time to time, to fix and to determine and to vary the amount of working
capital of the Corporation, to determine whether any, and, if any, what part of
the surplus shall be declared in dividends and paid to the shareholders; to
determine the time or times for the declaration and the payment of dividends,
and to direct and determine the use and disposition of any such surplus; and in
its discretion, the Board of Directors may use and apply any such surplus in
purchasing or acquiring shares of its own Capital stock to such extent and in
such manner and upon such terms as the Board of Directors shall deem expedient,
but such shares of capital stock so purchased or acquired, may be resold.

(c)      
The Board of Directors shall have power to make, rescind, alter, amend and
repeal the by-laws of the Corporation subject to the power of the shareholders
to rescind, after, amend and repeal any by-laws made by the Board of Directors
and to enact by-laws which if so expressed shall not be rescinded, altered,
amended or repealed by the directors.

(d)      
The Board of Directors by the affirmative vote of the majority of the whole
Board, or the shareholders, may appoint from the directors an Executive
Committee, and, to such extent as may be provided in the by-laws or in the
resolution appointing such Committee, the Committee shall haye and may exercise
all the powers of the Board of Directors insofar as such powers may lawfully be
delegated.

(e)
      To the fullest extent now or
hereafter provided for or permitted by law, no director of the Corporation
shall be personally liable to the Corporation or its shareholders for damages
for any breach of duty in such capacity, except that this provisions shall not
eliminate or limit the liability of any director where such liability is
imposed, from time to time, by the law of New York State. Neither the amendment
or repeal of this subparagraph (e), nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this subparagraph (e),
shall eliminate or reduce the protection afforded by this subparagraph (e)
to a director of the Corporation in respect to any matter which occurred, or
any cause of action, suit or claim which, but for this subparagraph (e),
would have accrued or arisen, prior to such amendment, repeal or adoption.

12.      
The vote of the shareholders of the Corporation required to approve any Business
Combination shall be as set forth in this Paragraph 12. The term Business
Combination shall mean any transaction that is referred to in any one or more
clauses (A) through (E) of subparagraph (a) of this
Paragraph 12. Each other capitalized term shall have the meaning ascribed
to it in subparagraph (c) of this paragraph 12.

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(a)
     In addition to any affirmative vote
required by law or this Certificate of Incorporation and except as otherwise
expressly provided in subparagraph (b) of this Paragraph 12.

(A)          any
 merger, consolidation or binding share exchange of the corporation or any
 Subsidiary with (i) any Interested Shareholder or (ii) any other
 person (whether or not itself an Interested Shareholder) which is, or after
 such merger, consolidation or binding share exchange would be, an Affiliate
 of an Interested Shareholder; or(B)          any
 sale, lease, exchange, mortgage, pledge, transfer or other disposition (in
 one transaction or a series of transactions) to or with any Interested
 Shareholder or any Affiliate of any Interested Shareholder of assets of the
 Corporation or any Subsidiary having an aggregate Fair Market Value of
 $5,000,000 or more; or(C)          the
 issuance or transfer by the Corporation or any Subsidiary (in one transaction
 or a series of transactions) of any securities of the Corporation or any
 Subsidiary to any Interested Shareholder or any Affiliate of any Interested
 Shareholder in exchange for cash, securities or other property (or a
 combination thereof) having an aggregate Fair Market Value of $5,000,000 or
 more, other than the issuance of securities upon the conversion of
 convertible securities of the Corporation or any Subsidiary which were not
 acquired by such Interested Shareholder (or such Affiliate) from the
 Corporation or a Subsidiary; or(D)          the
 adoption of any plan or proposal for the liquidation or dissolution of the
 Corporation proposed by or on behalf of an Interested Shareholder or any
 Affiliate of any Interested Shareholder; or(E)          any
 transaction involving the Corporation or any Subsidiary (whether or not with
 or into or otherwise involving an Interested Shareholder), and including,
 without limitation, any reclassification of securities (including any reverse
 stock split), or recapitalization or reorganization of the Corporation, or
 any merger or consolidation of the Corporation with any of its Subsidiaries
 or any self tender offer for or repurchase of securities of the Corporation
 by the Corporation or any Subsidiary or any other transaction (whether or not
 with or into or otherwise involving an Interested Shareholder), which in any
 such case has the effect, directly or indirectly, of increasing; the
 proportionate share of the outstanding shares of any class of equity
 securities or securities convertible into equity securities of the
 Corporation or any Subsidiary which is directly or indirectly beneficially
 owned by any Interested Shareholder or any Affiliate of any Interested
 Shareholder,shall require
the affirmative vote of the holders of at least 80 percent of the combined
voting power of the then outstanding shares of the Voting Stock, in each case
voting together as a single class, which vote shall include the affirmative
vote of at least two-thirds (2/3) of the combined voting power of the
outstanding shares of Voting Stock

-43-

held by
shareholders other than the Interested Shareholder. Such affirmative vote shall
be required notwithstanding any provision of law any other provision of this
Certificate of Incorporation or any agreement with any national securities
exchange or otherwise which might permit a lesser vote or no vote and in
addition to any affirmative vote required of the holders of any class or series
of Voting Stock pursuant to law, this Certificate of Incorporation or any class
or series of Preferred or Preference Stock Designation (a Preferred or
Preference Stock Designation being any designation of the rights, powers and
preferences of any class or series of Preferred or Preference Stock made
pursuant to Paragraph 5 of this Certificate of Incorporation).

(b)         The
provisions of subparagraph (a) of this Paragraph 12 shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as may be required by law,
any other provision of this Certificate of Incorporation, any Preferred or
Preference Stock Designation and any agreement with any national securities
exchange, if, in the case of a Business Combination that does not involve any
cash or other consideration being received by the shareholders of the
Corporation, solely in their respective capacities as shareholders of the
Corporation, the condition specified in the following subparagraph (1) is
met, or, in the case of any other Business Combination, the conditions
specified in the following subparagraph (1) or the conditions specified in
the following subparagraph (2) are met:

(1)      such
 Business Combination shall have been approved by a majority of the
 Disinterested Directors; or(2)      each
 of the five conditions specified in the following clauses (A) through (E)
 shall have been met:(A)       the
 aggregate amount of the cash and the Fair Market Value as of the Consummation
 Date of any consideration other than cash to be received per share by holders
 of Common Stock in such Business Combination shall be at least equal to the
 highest of the following (it being intended that the requirements of this
 clause (2)(A) shall be required to be met with respect to all shares of
 Common Stock outstanding whether or not the Interested Shareholder has
 acquired any shares of the Common Stock):(i)          if
 applicable, the highest per share price (including any brokerage commissions,
 transfer taxes and soliciting dealers fees) paid in order to acquire any
 shares of Common Stock beneficially owned by the Interested Shareholder which
 were acquired beneficially by such Interested Shareholder (x) within the
 two-year period immediately prior to the Announcement Date or (y) in the
 transaction in which it became in interested Shareholder, whichever is
 higher; or-44-

(ii)          the
 Fair Market Value per share of Common Stock on the Announcement Date or on
 the Determination Date, whichever is higher; or(iii)          the
 amount which bears the same percentage relationship to the Fair Market Value
 of the Common Stock on the Announcement Date as the highest per share price
 determined in (2)(A)(i) above bears to the Fair Market Value of the Common
 Stock on the date of the commencement of the acquisition of the Common Stock
 by such Interested Shareholder; and(B)       
 the aggregate amount of the cash and the Fair Market Value as of the
 Consummation Date of any con sideration other than cash to be received
 per share by holders of the shares of any class or series of Voting Stock
 (other than Common Stock) shall be at least equal to the highest of the
 following (it being intended that the requirements of this clause (2)B)
 shall be required to be met with respect to every class and series of such
 outstanding Voting Stock, whether or not the Interested Shareholder has
 previously acquired any shares of a particular class or series of Voting
 Stock):(i)          if
 applicable, the highest per share price (including any brokerage commissions,
 transfer taxes and soliciting dealers fees) paid in order to acquire any
 shares of such class or series of Voting Stock beneficially owned by the
 Interested Shareholder which were acquired beneficially by such Interested
 Shareholder (x) within the two-year period immediately prior to the
 Announcement Date or (y) in the transaction in which it became an
 Interested Shareholder, whichever is higher; or(ii)          if
 applicable, the highest preferential amount per share to which the holders of
 shares of such class or series of Voting Stock are entitled in the event of
 any voluntary or involuntary liquidation, dissolution or winding up of the
 Corporation; or(iii)          the
 Fair Market Value per share of such class or series of Voting Stock on the
 Announcement Date or the Determination Date, whichever is higher; or(iv)          the
 amount which bears the same percentage to the Fair Market Value of such class
 or series of Voting Stock on the Announcement Date as the highest per share
 price in (2)(B)(i) above bears to the Fair Market Value of such Voting Stock
 on the date of the commencement of the acquisition of such Voting Stock by
 such Interested Shareholder; and-45-

(C)        the
 consideration to be received by holders of a particular class or series of
 outstanding Voting Stock (including Common Stock) shall be in cash or in the
 same form as was previously paid in order to acquire beneficially shares of
 such class or series of Voting Stock that are beneficially owned by the
 Interested Shareholder and, if the Interested Shareholder beneficially owns
 shares of any class or series of Voting Stock that were acquired with varying
 forms of consideration, the form of consideration to be received by each
 holder of such class or series of Voting Stock shall be, at the option of
 such holder, either cash or the form used by the Interested Shareholder to
 acquire beneficially the largest number of shares of such class or series of
 Voting Stock beneficially acquired by it prior to the Announcement Date; and(D)        after
 such Interested Shareholder has become an Interested Shareholder and prior to
 the consummation of such Business Combination:(i)
     
 such Interested Shareholder shall not have become the beneficial owner of any
 additional shares of Voting Stock of the Corporation, except as part of the
 transaction in which it became an Interested Shareholder or upon conversion
 of convertible securities acquired by it prior to becoming an Interested
 Shareholder or as a result of a pro rata stock dividend or stock split; and(ii)
       such Interested Shareholder shall not have received the benefit, directly or
 indirectly (except proportionately as a shareholder), of any loans, advances,
 guarantees, pledges or other financial assistance or tax credits or other tax
 advantages provided by the Corporation or any Subsidiary, whether in
 anticipation of or in connection with such Business Combination or otherwise;
 and(iii)
       such Interested Shareholder shall not have caused any material change in the
 Corporations business or capital structure, including, without limitation, the
 issuance of shares of capital stock of the Corporation to any third party;
 and(iv)
       there shall have been (x) no failure to declare and pay at the regular
 date therefor the full amount of dividends (whether or not cumulative) on any
 outstanding Preferred or Preference Stock, except as approved by a majority
 of the Disinterested Directors, (y) no reduction in the rate of
 dividends, annualized on the basis of the last dividend declaration, paid on
 Common Stock (except as necessary to reflect any subdivision of the Common
 Stock), except as approved by a majority of the Disinterested Directors and
 (z) an increase in such annual rate of dividends (as necessary to
 prevent any such reduction) in the event-46-

of any reclassification
 (including any reverse stock split), recapitalization, reorganization, self
 tender offer or any similar transaction which has the effect of reducing the
 number of outstanding shares of the Common Stock, unless the failure so to
 increase such annual rate was approved by a majority of the Disinterested
 Directors; and(E)     a
 proxy or information statement describing the proposed Business Combination
 and complying with the requirements of the Securities Exchange Act of 1934
 and the rules and regulation thereunder (or any subsequent provisions
 replacing such Act, rules and regulations), whether or not the Corporation is
 then subject to such requirements, shall be mailed by and at the expense of
 the Interested Shareholder at least 30 days prior to the Consummation
 Date of such Business Combination to the public shareholders of the
 Corporation (whether or not such proxy or information statement is required
 to be mailed pursuant to such Act, or subsequent provisions), and shall
 contain at the front thereof in a prominent place (i) any
 recommendations as to the advisability (or inadvisability) of the Business
 Combination which the Disinterested Directors, if any, may choose to state,
 and (ii) the opinion of a reputable national investment banking firm as
 to the fairness (or not) of such Business Combination from the point of view
 of the remaining public shareholders of the Corporation (such investment
 banking firm to be engaged solely on behalf of the remaining public shareholders,
 to be paid a reasonable fee for their services by the Corporation upon
 receipt of such opinion, to be unaffiliated with such interested Shareholder,
 and, if there are at the time any Disinterested Directors, to be selected by
 a majority of the Disinterested Directors).(c)
For purposes
 of this Paragraph 12:(1)       A
 person shall include, without limitation, any individual, firm,
 corporation, group (as such term is used in Regulation 13D-G of the
 General Rules and Regulations under the Securities Exchange Act of 1934, as
 in effect on January 1, 1990) or other entity.(2)        Interested
 Shareholder shall mean any person (other than the Corporation or any
 Subsidiary or any employee benefit plan of the Corporation or any Subsidiary)
 who or which:(A)
      is
 the beneficial owner, directly or indirectly, of more than 10 percent of
 the combined voting power of the then outstanding shares of Voting Stock; or(B)
      is
 an Affiliate of the Corporation and at any time within the two-year period
 immediately prior to the date in question was-47-

the
 beneficial owner, directly or indirectly, of 10 percent or more of the
 combined voting power of the then outstanding shares of Voting Stock; or(C)
      is
 an assignee of or has otherwise succeeded to the beneficial ownership of any
 shares of Voting Stock that were at any time within the two-year period immediately
 prior to the date in question beneficially owned by an Interested
 Shareholder, if such assignment or succession shall have occurred in the
 course of a transaction or series of transactions not involving a public
 offering within the meaning of the Securities Act of 1933.(3)      A
 person shall be a beneficial owner of any Voting Stock:(A)     which
 such person or any of its Affiliates or Associates beneficially owns,
 directly or indirectly; or(B)
     which
 such person or any of its Affiliates or Associates has (a) the right to
 acquire (whether or not such right is exercisable immediately) pursuant to
 any agreement, arrangement or understanding or upon the exercise of
 conversion rights, exchange rights, warrants or options, or otherwise, or
 (b) the right to vote or direct the vote pursuant to any agreement,
 arrangement or understanding; or(C)
      which
 are beneficially owned, directly or indirectly, by any other person with
 which such person or any of its Affiliates or Associates has any agreement,
 arrangement or understanding for the purpose of acquiring, holding, voting or
 disposing of any shares of Voting Stock.(4)     For
 the purposes of determining whether a person is an Interested Shareholder
 pursuant to subparagraph (c)(2) of this Paragraph 12, the number of
 shares of Voting Stock deemed to be outstanding shall include shares deemed
 owned by such Interested Shareholder through application of
 subparagraph (c)(3) of this Paragraph 12, but shall not include any
 other shares of Voting Stock that may be issuable pursuant to any agreement,
 arrangement or understanding, or upon exercise of conversion rights, warrants
 or options, or otherwise.(5)     Affiliate
 and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2
 of the General Rules and Regulations under the Securities Exchange Act of
 1934, as in effect on January 1, 1990.(6)     Subsidiary
 shall mean any company more than 50 percent of whose outstanding equity
 securities having ordinary voting power in the election of directors is
 owned, directly or indirectly, by the Corporation or by a Subsidiary or by
 the Corporation and one or more Subsidiaries; provided, however, that for the
 purposes of the definition of Interested Shareholder set forth in
 subparagraph (c)(2) of this Paragraph 12, the term Subsidiary
 shall mean only a company of which a majority of each class or series of
 capital stock entitled to-48-

vote
 generally in the election of directors of such company is owned, directly or
 indirectly, by the Corporation.(7)      Disinterested
 Director shall mean any member of the Board of Directors of the Corporation
 who is unaffiliated with, and not a nominee of, the Interested Shareholder
 and was a member of the Board prior to the time that the Interested Shareholder
 became an Interested Shareholder, and any successor of a Disinterested
 Director who is unaffiliated with and not a nominee of, the Interested
 Shareholder and who is recommended to succeed a Disinterested Director by a
 majority of Disinterested Directors then on the Board of Directors.(8)      Fair
 Market Value shall mean (1) in the case of stock, the highest closing
 sale price during the 30-day period commencing on the 40th day preceding
 the date in question of a share of such stock on the Composite Tape for New
 York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the New
 York Stock Exchange-Composite Tape, on the principal United States securities
 exchange registered under the Securities Exchange Act of 1934 on which such
 stock is listed, or, if such stock is not listed on any such exchange, the
 highest closing sale price or bid quotation with respect to a share of such
 stock during the 30-day period commencing on the 40th day preceding the
 date in question on the National Association of Securities Dealers, Inc.
 Automated Quotations System, or any system then in use, or if no such
 quotations are available, the fair market value on the date in question of a
 share of such stock as determined by a majority of the Disinterested
 Directors in good faith, and (2) in the case of property other than cash
 or stock, the fair market value of such property on the date in question as
 determined by a majority of the Disinterested Directors in good faith.(9)      In
 the event of any Business Combination in which the Corporation survives, the
 phrase any consideration other than cash to be received as used in
 subparagraph (b)(2)(A) and (B) of this Paragraph 12 shall include
 the shares of Common Stock and/or the shares of any other class series of
 outstanding Voting Stock retained by the holders of such shares.(10)      Announcement
 Date shall mean the date of first public announcement of the proposed
 Business Combination.(11)      Determination
 Date shall mean the date on which the Interested Shareholder became an
 Interested Shareholder.(12)      Consummation
 Date shall mean the date of the consummation of the Business Combination.(13)      The
 term Voting Stock shall mean all outstanding shares of capital stock of all
 classes and series of the Corporation entitled to vote generally in the
 election of directors of the Corporation, in each case voting together as a
 single class.-49-

(d)      A
 majority of the Disinterested Directors shall have the power and duty to
 determine, on the basis of information known to them after reasonable
 inquiry, all facts necessary to determine compliance with this
 Paragraph 12 including, without limitation:(1)
       whether
 a person is an Interested Shareholder,(2)
       the
 number of shares of Voting Stock beneficially owned by any person;(3)
       whether
 a person is an Affiliate or Associate of another person;(4)
       whether
 the requirements of subparagraph (b)(2) of this Paragraph 12 have
 been met with respect to any Business Combination;(5)
       whether
 the assets which are the subject of any Business Combination have, or the
 consideration to be received for the issuance or transfer of securities by
 the Corporation or any Subsidiary in any Business Combination has, an
 aggregate Fair Market Value of $5,000,000 or more; and(6)
       such
 other matters with respect to which a determination is required under this
 Paragraph 12. The good faith determination of a majority of the
 Disinterested Directors on such matters shall be conclusive and binding for
 all purposes of this Paragraph 12.(e)      Nothing
 contained in this Paragraph 12 shall be construed to relieve any Interested
 Shareholder from any fiduciary obligation imposed by law.(f)
      Notwithstanding
 anything contained in this Certificate of Incorporation to the contrary, the
 affirmative vote of the holders of at least 80 percent of the combined
 voting power of the Voting Stock, voting together as a single class, shall be
 required to alter, amend or repeal this Paragraph 12 or to adopt any
 provisions inconsistent therewith; provided, however, that if there is an
 Interested Shareholder on the record date for the meeting at which such
 action is submitted to the shareholders for their consideration, such
 80 percent vote must include the affirmative vote of at least two-thirds
 (2/3) of the combined voting power of the outstanding shares of Voting Stock
 held by shareholders other than the Interested Shareholder.(g)      Nothing
 contained in this Paragraph 12 is intended, or shall be construed, to
 affect any of the relative rights, preferences or limitations, within the
 meaning of such terms under Section 801(b)(12) of the New York Business
 Corporation Law or any successor statute, of any shares of any authorized
 class or series thereof of the Corporation, whether issued or unissued.The
filing is authorized by the Board of Directors (807(a) BCL).

The
above-referenced amendments to the Certificate of Incorporation of the
Corporation were authorized by the affirmative vote of all of the Directors
present at a meeting of the Board of Directors of the Corporation held on the
9th day of February, 1990, a quorum being present,

-50-

followed by
the affirmative vote of the holders of a majority of the shares of Common Stock
outstanding entitled to vote thereon at the regular annual meeting of the
shareholders of the Corporation duly called and held on the 3rd day of April,
1990, a quorum being present.

This
amendment to the Certificate of Incorporation of the Corporation was authorized
pursuant to the authority granted in Paragraph 5(b) of said Certificate of
Incorporation by the affirmative vote of a majority of the Directors present at
a meeting of the Board of Directors held on the 24th day of September, 1993, a
quorum being present.

In
Witness Whereof, we have made and subscribed this certificate, this 7th day of
August, in the year 1989.

IN
WITNESS WHEREOF, we have made and subscribed this Certificate this 3rd day of
April, 1990.

IN
WITNESS WHEREOF, we made and subscribed this Certificate this 8th day of
October, 1993 and affirm the statements made herein as true under the penalties
of perjury.

Paul J. GanciPresident and Chief OperatingOfficerCentral Hudson Gas & ElectricCorporationGladys L. CooperSecretaryCentral Hudson Gas & ElectricCorporation-51-