Exhibit 3(iii)(2) State of New York
}
 ss:Department of State
} I hereby certify that the annexed copy has
been compared with the original document in the custody of the Secretary of
State and that the same is a true copy of said original. Witness my
hand and seal of the
Department of State on March 16, 2007 (STAMP)

(SIGNATURE)Special Deputy
 Secretary of State DOS-1266 (Rev. 11/05)   Restated Certificate of Incorporation of
Central Hudson Gas & Electric Corporation
under Section 807 of the
Business Corporation Law

We,
Paul J. Ganel and Glndys 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 was Filed in the
office of the Secretary of State of the State of Now 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 New
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:

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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 plants through appropriate distribution facilities
or channels and the development, manufacture, 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
(ILLEGIBLE) 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.     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.

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.

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The
designations of the outstanding series of said serial preferred stock together
with the number of shares, 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
(ILLEGIBLE) of serial preferred stock and the restrictions or qualifications thereof a statement of the authority of the Board of Directors to establish and
(ILLEGIBLE) series and to fix the variations, relative rights, preferences and
limitations of 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 (ILLEGIBLE) 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.(g)
4.96%
 Cumulative Preferred Stock, Series E.(h)
7.72%
 Cumulative Preferred Stock.(i)
7.44%
 Cumulative Preferred Stock, Series C.(j)
8.40%
 Cumulative Preferred Stock.(k)
Adjustable
 Rate Cumulative Preferred Stock, Series A.(a)      4
1/2% Cumulative Preferred Stock.

The
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 rate 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 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 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.

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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 unlease 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 1/2%) per annum shall not have been paid to 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 power 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 authorizes any
amendment of the Certificate of Incorporation which alters the preferences of
outstanding shares of the 4 l/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 l/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
statuory 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 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 then
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

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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 (ILLEGIBLE) Board of Directors of
the Corporation and the terms of office of the previous directors of the
Corporation shall there upon terminate. The term (ILLEGIBLE) majority of the members of
the Board of Directors as (ILLEGIBLE) of the total number of directors
provided for by the by-laws, (ILLEGIBLE) 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. It 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% 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 now 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

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($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
per 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 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 l/2% Cumulative Preferred Stock (unless and except in
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 of 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 convertable obligation 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.

(b)     Authority of the
Board of Directors with respect to series subsequent to the first series

The
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

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(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 Stock

Dividends
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 Stock

Whenever,
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.

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 Stock

The
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 1, 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

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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 a 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 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

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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
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 of aforesaid at a special meeting of the holders of said
stock called for that purpose, and such 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 by 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 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.

- 9 -

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. election 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
holders of either (a) 4.75% Cumulative Preferred Sock (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
hereon after 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 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 unless
by appropriate corporate action the same power and privileges be given to the
holders of all of the serial preferred stock then outstanding.

(f)     Cumulative
Preferred Stock Series D

The
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

- 10 -

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 $10.2.00 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 Sock, 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 by 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, 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 Cumulative
Preferred Stock, Series D, at the rate of 4.35% per annum shall not have been
paid for periods

- 11 -

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 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 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 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

- 12 -

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 herein after 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 power and
privileges be given to the holders of all of the serial preferred stock than
outstanding.

- 13 -

(g)
4.96%
Cumulative Preferred Stock, Series E,The
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

- 14 -

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 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 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 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

- 15 -

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 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 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 of 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 E, or the privilege of
purchasing

- 16 -

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.

(h)     7.72%
Cumulative Preferred Stock

The
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 per 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

- 17 -

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 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

- 18 -

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 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, $l04 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 in respect of which dividends thereon shall
nor 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.

- 19 -

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.

(i)      7.44%
Cumulative Preferred Stock, Series G

The
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 not 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 holders
of the Common Stock, (a) $108.66 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, $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

- 20 -

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
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 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 1973 Preferred Stock shall at

- 21 -

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 Directors of the
Corporation, and the forms 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 7.448 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

- 22 -

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 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.

(j)       8.40%
Cumulative Preferred Stock

The
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) $l00 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 amount
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.

- 23 -

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 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 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 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, 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

- 24 -

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.

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 (to) 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 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.

- 25 -

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.

(k)     Adjustable
Rate Cumulative Preferred Stock, Series A
The
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 the 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

- 26 -

(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 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
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 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 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 any 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

- 27 -

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 Federal Reserve Bank 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 pub1ished
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 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 dally or 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

- 28 -

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 good 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.

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 race 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 to the holders of the 1983 Preferred Stock.

- 29 -

As
used herein, the term Calendar
Period means 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 are 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 for 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 affected thereafter, and (b) $100 per share upon
any involuntary dissolution, liquidation or winding up of the Corporation
resulting in a distribution of asset to its shareholders, plus in each case an
amount equal to applying the Prescribed Dividend Rates to the par amount of
said stock for all dividend periods in respect of 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 shareholder.

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 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 increase 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

- 30 -

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 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 moon 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 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 matter
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 office
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.

- 31 -

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 notice 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 (ILLEGIBLE)
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 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. Any redemption pursuant to this paragraph shall be upon not less
than thirty (30) days notice to the holders of 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 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; 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

- 32 -

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 been 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 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 1983 Preferred Stock on 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, Gattaraugus, Cayuga, Chautauqua, Chemung, Chenango, Clinton, Columbia,
Cortland, Delaware, Dutchess, Erie, Essexy, Franklin, Fulton, Genesee, Greene, Hamilton, Herkimer, Jefferson, Kings, Lewis,
Livingston,

- 33 -

Madison,
Monroe, Montgomery, Nassau, New York, Niagara, Oneida, Onandaga, Ontario, Orange, Orleans, Oswego,
Otaego, Putnam, Queens, Rensselaer, Richmond, Rotkland, 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.

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

284
South Avenue, Poughkeepsie, N. Y. 12602

11.     (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 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 have 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

- 34 -

provision
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.

(ILLEGIBLE)

In witness
Whereof, we have made and subscribed this certificate, this 7thday
of august, in the year 1989.

-s- Paul J. GanciPaul J. Ganci
  President and Chief Operating
  officer
  Central Hudson Gas & Electric
  Corporation-s- Gladys L. CooperGladys L. Cooper
  Secretary
  Central Hudson Gas & Electric
  Corporation- 35 -

STATE OF NEW
  YORK
))
SS.:COUNTY OF
  DUTCHESS
)GLADYS L. COOPER, being duly
sworn, deposes and says that she is Secretary of CENTRAL HUDSON GAS &
ELECTRIC CORPORATION, the Corporation on whose behalf she executed the
foregoing Restated Certificate of Incorporation and knows the contents thereof,
and that all the facts and matters set forth there in are true and correct to the
best of her knowledge.

-s- Gladys L. CooperGLADYS L. COOPER
  SecretarySubscribed and sworn to before me, 
a Notary Public, this 7th day of
August, 1989.

-s- Lydia KalmarNotary PublicLYDIA KALMAR
  Notary Public State of New York
  No. (ILLEGIBLE)
  Qualified in Dutchess County
  Commission Expires Oct 31, 1990- 36 -

(STAMP)
CENTRAL HUDSON GAS
& ELECTRIC CORPORATION



RESTATED CERTIFICATE

OF

INCORPORATION

underSection 807of theBusiness Corporation Law




GOULD & WILKIE
ATTORNEYS AND COUNSELLORS
ONE WALL STREET
NEW YORK N.Y. (ILLEGIBLE)


---