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                                                                     EXHIBIT 4.1



                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                      THE BANK OF NEW YORK COMPANY, INC.

               Under Section 807 of the Business Corporation Law


     The undersigned, being Chairman and Chief Executive Officer and Assistant
Secretary of The Bank of New York Company, Inc., a New York Corporation, hereby
certify that:

     1.   The name of the Corporation is The Bank of New York Company, Inc., and
the name under which it was formed was The B.  N. Y. Company, Inc.

     2.   The certificate of incorporation of the Corporation was filed by the
Department of State on July 9, 1968.

     3.   The text of article FOURTH of the certificate of incorporation of the
Corporation is hereby amended to increase the authorized Common Stock (par value
$7.50 per share) from 1,600,000,000 to 2,400,000,000 shares, additionally the
corporation will amend its service of process address.

     4.   The Restated Certificate of Incorporation was authorized by vote of
the Board of Directors followed by the affirmative vote of a majority of all
outstanding shares entitled to vote thereon at a meeting of the shareholders.

     As so amended and restated, the Certificate of Incorporation of the
Corporation will read as follows:

     FIRST:   The name of the Corporation is The Bank of New York Company, Inc.

     SECOND:  The purposes for which the Corporation is formed are:

          1.  To engage in and carry on the business of a bank holding company.

          2.  To acquire, hold, create interests in, or dispose of real or
personal property, tangible or intangible, of any kind in any manner.

     THIRD:   The office of the Corporation in the State of New York is located
in the City and County of New York.

     FOURTH:  The aggregate number of shares which the Corporation shall have
the authority to issue is two billionfour hundred ten million (2,410,000,000) of
which two billion
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four hundred million (2,400,000,000) shares (par value $7.50 per share) shall be
designated as Common Stock; five million (5,000,000) shares, without par value,
shall be designated as Preferred Stock; and five million (5,000,000) shares (par
value $2.00 per share) shall be designated as Class A Preferred Stock.

     The rights, preferences and limitations of said classes of stock are as
follows:

          1.   Shares of the Preferred Stock may be issued from time to time by
the Board of Directors as shares of one or more series of Preferred Stock, and
the Board of Directors is expressly authorized, prior to issuance, in the
resolution or resolutions providing for the issue of shares of each particular
series, to fix the following:

               (a)  The distinctive serial designation of such series which
shall distinguish it from other series;

               (b)  The number of shares included in such series, which number
may be increased or decreased from time to time unless otherwise provided by the
Board of Directors in creating the series;

               (c)  The annual dividend rate (or method of determining such
rate) for shares of such series and the date or dates upon which such dividends
shall be payable;

               (d)  Whether dividends on the shares of such series shall be
cumulative, and, in the case of shares of any series having cumulative dividend
rights, the date or dates or method of determining the date or dates from which
dividends on the shares of such series shall be cumulative;

               (e)  The amount or amounts which shall be paid out of the assets
of the Corporation to the holders of the shares of such series upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;

               (f)  The price or prices at which, the period or periods within
which and the terms and conditions upon which the shares of such series may be
redeemed, in whole or in part, at the option of the Corporation;

               (g)  The obligation, if any, of the Corporation to purchase or
redeem shares of such series pursuant to a sinking fund or otherwise and the
price or prices at which, the period or periods within which and the terms and
conditions upon which the shares of such series shall be redeemed, in whole or
in part, pursuant to such obligation;
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               (h)  The period or periods within which and the terms and
conditions, if any, including the price or prices or the rate or rates of
conversion and the terms and conditions of any adjustments thereof, upon which
the shares of such series shall be convertible at the option of the holder into
shares of any class of stock or into shares of any other series of Preferred
Stock, except into shares of a class having rights or preferences as to
dividends or distribution of assets upon liquidation which are prior or superior
in rank to those of the shares being converted;

               (i)  The voting rights, if any, of the shares of such series in
addition to those required by law, including the number of votes per share; and

               (j)  Any other relative rights, preferences or limitations of the
shares of the series not inconsistent herewith or with applicable law.

          2.   All shares of Preferred Stock (a) shall rank senior to the Common
Stock in respect of the right to receive dividends and the right to receive
payments out of the assets of the Corporation upon voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, (b) shall be of equal
rank, regardless of series, and (c) shall be identical in all respects except as
provided in paragraph 1 above. The shares of any one series of the Preferred
Stock shall be identical with each other in all respects except as to the dates
from and after which dividends thereon shall be cumulative. In case the stated
dividends or the amounts payable on liquidation are not paid in full, the shares
of all series of the Preferred Stock shall share ratably in the payment of
dividends, including accumulations, if any, in accordance with the sums which
would be payable on said shares if all dividends were declared and paid in full,
and in any distribution of assets other than by way of dividends in accordance
with the sums which would be payable on such distribution if all sums payable
were discharged in full. All shares of Preferred Stock redeemed, purchased or
otherwise acquired by the Corporation (including shares surrendered for
conversion) shall be cancelled and thereupon restored to the status of
authorized but unissued shares of Preferred Stock undesignated as to series.

          3.   Shares of the Class A Preferred Stock may be issued from time to
time by the Board of Directors as shares of one or more series of Class A
Preferred Stock, and the Board of Directors is expressly authorized, prior to
issuance, in the resolution or resolutions providing for the issue of shares of
each particular series, to fix the following:

               (a)  The distinctive serial designation of such series which
shall distinguish it from other series;

               (b)  The number of shares included in such series, which number
may be increased or decreased from time to time

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unless otherwise provided by the Board of Directors in creating the series;

               (c)  The annual dividend rate (or method of determining such
rate) for shares of such series and the date or dates upon which such dividends
shall be payable;

               (d)  Whether dividends on the shares of such series shall be
cumulative, and, in the case of shares of any series having cumulative dividend
rights, the date or dates or method of determining the date or dates from which
dividends on the shares of such series shall be cumulative;

               (e)  The amount or amounts which shall be paid out of the assets
of the Corporation to the holders of the shares of such series upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;

               (f)  The price or prices at which, the period or periods within
which and the terms and conditions upon which the shares of such series may be
redeemed, in whole or in part, at the option of the Corporation;

               (g)  The obligation, if any, of the Corporation to purchase or
redeem shares of such series pursuant to a sinking fund or otherwise and the
price or prices at which, the period or periods within which and the terms and
conditions upon which the shares of such series shall be redeemed, in whole or
in part, pursuant to such obligation;

               (h)  The period or periods within which and the terms and
conditions, if any, including the price or prices or the rate or rates of
conversion and the terms and conditions of any adjustments thereof, upon which
the shares of such series shall be convertible at the option of the holder into
shares of any class of stock or into shares of any other series of Class A
Preferred Stock, except into shares of a class having rights or preferences as
to dividends or distribution of assets upon liquidation which are prior or
superior in rank to those of the shares being converted;

               (i)  The voting rights, if any, of the shares of such series in
addition to those required by law, including the number of votes per share; and

               (j)  Any other relative rights, preferences or limitations of the
shares of the series not inconsistent herewith or with applicable law.

          4.   All shares of Class A Preferred Stock (a) shall rank senior to
the Common Stock in respect of the right to receive dividends and the right to
receive payments out of the assets of the Corporation upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, (b) shall
regardless

                                       4
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of series be of equal rank with the Preferred Stock, and (c) shall be identical
in all respects except as provided in paragraph 3 above. The shares of any one
series of the Class A Preferred Stock shall be identical with each other in all
respects except as to the dates from and after which dividends thereon shall be
cumulative. In case the stated dividends or the amounts payable on liquidation
are not paid in full, the shares of all series of the Class A Preferred Stock
shall share ratably with all other shares of Class A Preferred Stock and all
shares of Preferred Stock in the payment of dividends, including accumulations,
if any, in accordance with the sums which would be payable on said shares if all
dividends were declared and paid in full, and in any distribution of assets
other than by way of dividends in accordance with the sums which would be
payable on such distribution if all sums payable were discharged in full. All
shares of Class A Preferred Stock redeemed, purchased or otherwise acquired by
the Corporation (including shares surrendered for conversion) shall be cancelled
and thereupon restored to the status of authorized but unissued shares of Class
A Preferred Stock undesignated as to series.

          5.   Except as otherwise provided by the Board of Directors in
accordance with paragraph 1 or 3 above in respect of any series of the Preferred
Stock or the Class A Preferred Stock, and except as otherwise required by law,
all voting rights of the Corporation shall be vested exclusively in the holders
of the shares of Common Stock who shall be entitled to one vote per share.

               I. Terms of Series of Preferred Stock
               ----------------------------------

          (a)  Participating Preferred Stock
               -----------------------------

               (i)  Designation. The designation of the series of Preferred
                    -----------
Stock created by this resolution shall be "Participating Preferred Stock,"
without par value (hereinafter called this "Series"), and the number of shares
constituting this Series is Three Hundred Fifty Thousand (350,000). Shares of
this Series shall have a stated value of $200,000 per share. The number of
authorized shares of this Series may be reduced by further resolution duly
adopted by the Board of Directors of the Corporation and by the filing of a
certificate pursuant to the provisions of the Business Corporation Law of the
State of New York stating that such reduction has been so authorized, but the
number of authorized shares of this Series shall not be increased.

               (ii) Dividends. (A) Dividends on each share or fraction of a
                    ---------
share of this Series shall be payable, when and as declared by the Board of
Directors or by a committee of said Board of Directors duly authorized by said
Board of Directors to declare such dividends, on each date that dividends (other
than dividends payable in capital stock of the Corporation) are payable on
capital stock comprising part of the Reference Package (as defined in paragraph
(B) of this Section (ii)), in an amount per whole

                                       5
<PAGE>

share of this Series equal to the aggregate amount of dividends (other than
dividends payable in capital stock of the Corporation) that would be payable on
such date to a holder of the Reference Package. Each such dividend shall be paid
to the holders of record of shares of this Series as they appear on the stock
register of the Corporation on such record date, not exceeding 50 days preceding
the payment date thereof, as shall be fixed by the Board of Directors of the
Corporation or by a committee of said Board of Directors duly authorized to fix
such date. Dividends on account of arrears for any past dividend payment dates
may be declared and paid at any time, without reference to any regular dividend
payment date, to holders of record on such date, not exceeding 45 days preceding
the payment date thereof, as may be fixed by the Board of Directors of the
Corporation or by a committee of said Board of Directors duly authorized to fix
such date. Dividends on each share of this Series or fraction of such share
shall be cumulative from the date such share or fraction of a share is
originally issued; provided that any such share or fraction originally issued
                   --------
after a dividend record date and on or prior to the dividend payment date to
which such record date relates shall not be entitled to receive the dividend
payable on such dividend payment date or any amount in respect of the period
from such original issuance to such dividend payment date. For purposes of this
paragraph (A), any redemption, purchase or other acquisition of any capital
stock for any consideration by the Corporation pro rata or by lot from the
holders thereof shall be deemed to be a dividend on such capital stock.

                    (B)  The term "Reference Package" shall initially mean 1,000
shares of Common Stock, par value $7.50 per share ("Common Stock"), of the
Corporation. In the event the Corporation shall at any time after the Separation
Date (as defined in the Rights Agreement, dated as of December 10, 1985 and
amended as of June 13, 1989, April 30, 1993 and March 8, 1994 (as so amended and
as such may be further amended from time to time, the "Rights Agreement"),
between the Corporation and The Bank of New York, as Rights Agent) (1) declare
or pay a dividend on any capital stock comprising part of the Reference Package
payable in capital stock, (2) subdivide any capital stock comprising part of the
Reference Package, (3) combine any capital stock comprising part of the
Reference Package into a smaller number of shares or (4) issue in a
reclassification, merger or consolidation any shares of capital stock in respect
of or in lieu of any existing capital stock comprising part of the Reference
Package, then and in each such case the Reference Package after such event shall
be the capital stock that a holder of the Reference Package immediately prior to
such event would hold thereafter as a result thereof.

                    (C)  No full dividends shall be declared or paid or set
apart for payment on the Preferred Stock of any series ranking, as to dividends,
on a parity with or junior to this Series for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum

                                       6
<PAGE>

sufficient for the payment thereof set apart for such payment on this Series for
all dividend payment periods terminating on or prior to the date of payment of
such full cumulative dividends. When dividends are not paid in full, as
aforesaid, upon the shares of this Series and any other Preferred Stock ranking
on a parity as to dividends with this Series, all dividends declared upon shares
of this Series and any other Preferred Stock ranking on a parity as to dividends
with this Series shall be declared pro rata so that the amount of dividends
declared per share on this Series and such other Preferred Stock shall in all
cases bear to each other the same ratio that accumulated dividends per share on
the shares of this Series and such other Preferred Stock bear to each other.
Holders of shares of this Series shall not be entitled to any dividends, whether
payable in cash, property or stock, in excess of full cumulative dividends, as
herein provided on this Series. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on
this Series which may be in arrears.

                      (D)  So long as any shares of this Series are outstanding,
no dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this Series as to dividends and upon liquidation) shall be declared or
paid or set aside for payment or other distribution declared or made upon the
Common Stock or upon any other stock ranking junior to or on a parity with this
Series as to dividends or upon liquidation, nor shall any Common Stock nor any
other stock of the Corporation ranking junior to or on a parity with this Series
as to dividends or upon liquidation be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of the Corporation ranking
junior to this Series as to dividends and upon liquidation) unless, in each
case, the full cumulative dividends (including the dividend to be due upon
payment of such dividend, distribution, redemption, purchase or other
acquisition) on all outstanding shares of this Series shall have been, or shall
contemporaneously be, paid.

               (iii)  Redemption. (A) The shares of this Series shall be
                      ----------
redeemable at the option of the Corporation, as a whole or in part, at any time
or from time to time after the date which is two years following the Separation
Date referred to in paragraph (B) of Section (ii), at a redemption price equal
to the liquidation value per share of this Series at such time, calculated
pursuant to paragraph (A) of Section (vi).

                      (B)  In the event that fewer than all the outstanding
shares of this Series are to be redeemed, the number of shares to be redeemed
and the method for selection of those shares shall be as determined by the Board
of Directors.

                      (C)  In the event the Corporation shall redeem shares of
this Series, notice of such redemption shall be given by

                                       7
<PAGE>

first class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the redemption date, to each holder of record of the shares to be
redeemed, at such holder's address as the same appears on the stock register of
the Corporation. Each such notice shall state: (1) the redemption date; (2) the
number of shares of this Series to be redeemed and, if fewer than all the shares
held by such holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places where
certificates for such shares are to be surrendered for payment of the redemption
price; and (5) that dividends on the shares to be redeemed will cease to accrue
on such redemption date.

                    (D)  Notice having been mailed as aforesaid, from and after
the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price) dividends on the shares
of this Series so called for redemption shall cease, and said shares shall no
longer be deemed to be outstanding, and all rights of the holders thereof as
shareholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without cost to the holder thereof.

                    (E)  Any shares of this Series which shall at any time have
been redeemed shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board of
Directors.

                    (F)  Notwithstanding the foregoing provisions of this
Section (iii), if any dividends on this Series are in arrears, no shares of this
Series shall be redeemed unless all outstanding shares of this Series are
simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire any shares of this Series; provided, however, that the foregoing shall
                                   --------  -------
not prevent the purchase or acquisition of shares of this Series pursuant to a
purchase or exchange offer made on the same terms to holders of all outstanding
shares of this Series.

               (iv) Conversion or Exchange. The holders of shares of this Series
                    ----------------------
shall not have any rights herein to convert such shares into or exchange such
shares for shares of any other class or classes or of any other series of any
class or classes of capital stock of the Corporation.

                                       8
<PAGE>

               (v)  Voting. The shares of this Series shall not have any voting
                    ------
powers either general or special, except that

                    (A)  Unless the vote or consent of the holders of a greater
number of shares shall then be required by law, the consent of the holders of at
least a majority of all of the shares of this Series at the time outstanding,
given in person or by proxy, either in writing or by a vote at a meeting called
for the purpose at which the holders of shares of this Series shall vote
together as a separate class, shall be necessary for authorizing, effecting or
validating the amendment, alteration or repeal of any of the provisions of the
Certificate of Incorporation or of any certificate amendatory thereof or
supplemental thereto (including any Certificate of Amendment or any similar
document relating to any series of Preferred Stock) so as to affect adversely
the preferences, rights, powers or privileges of this Series; provided, however,
                                                              --------  -------
that an increase in the authorized number of shares of the class of Preferred
Stock or the authorization, creation or issue, or increase in the authorized
amount, of any class or series of capital stock of the Corporation ranking on a
parity with the shares of this Series either as to dividends or upon
liquidation, or both, shall not be deemed to affect adversely the preferences,
rights, powers or privileges of this Series.

                    (B)  Unless the vote or consent of the holders of a greater
number of shares shall then be required by law, the consent of the holders of at
least a majority of all of the shares of this Series and all other series of
Preferred Stock ranking on a parity with shares of this Series, either as to
dividends or upon liquidation, at the time outstanding, given in person or by
proxy, either in writing or by a vote at a meeting called for the purpose at
which holders of shares of this Series and such other series of Preferred Stock
shall vote together as a single class without regard to series, shall be
necessary for authorizing, effecting or validating the creation, authorization
or issue of any shares of any class of stock of the Corporation ranking prior to
the shares of this Series as to dividends or upon liquidation, or the
reclassification of any authorized stock of the Corporation into any such prior
shares, or the creation, authorization or issue of any obligation or security
convertible into or evidencing the right to purchase any such prior shares;

                    (C)  Unless the vote or consent of the holders of a greater
number of shares shall then be required by law, the consent of the holders of at
least a majority of all of the shares of this Series and all other series of
Preferred Stock ranking on a parity with this Series, either as to dividends or
upon liquidation, at the time outstanding, given in person or by proxy, either
in writing or by a vote at a meeting called for the purpose at which the holders
of shares of this Series and such other series of Preferred Stock shall vote
together as a single class without regard to series, shall be necessary for
authorizing, effecting or validating the sale, lease or conveyance of all or
substantially all the property or business of the Corporation or

                                       9
<PAGE>

the merger or consolidation of the Corporation into or with any other
corporation; provided, however, that no such vote or consent of the holders of
             --------  -------
shares of this Series and such other series of Preferred Stock, voting as a
class without regard to series, shall be required for the merger or
consolidation of another corporation into or with the Corporation if none of the
preferences, rights, powers or privileges of this Series or such other series of
Preferred Stock or the holders thereof will be adversely affected thereby and
there shall not be authorized or outstanding after such merger or consolidation
any class of stock or other securities (except such stock or securities of the
Corporation as may have been authorized or outstanding immediately preceding
such merger or consolidation) ranking prior to the shares of this Series and
such other series of Preferred Stock as to dividends or upon liquidation;

                    (D)  If at the time of any annual meeting of shareholders
for the election of directors a default in preference dividends on the Preferred
Stock shall exist, the number of directors constituting the Board of Directors
of the Corporation shall be increased by two, and the holders of the Preferred
Stock of all series (whether or not the holders of such series of Preferred
Stock would be entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such meeting,
voting together as a single class without regard to series, to the exclusion of
the holders of Common Stock, to elect two directors of the Corporation to fill
such newly created directorships. Such right shall continue until there are no
dividends in arrears upon the Preferred Stock. Whenever all arrears in dividends
on the Preferred Stock then outstanding shall have been and dividends for the
current quarterly dividend period shall have been paid or declared and set apart
for payment, then the right of the holders of such Preferred Stock to elect such
additional directors (herein called a "Preferred Director"), shall cease (but
subject always to the same provisions for the vesting of such voting rights in
the case of any similar future arrearages in dividends) and the terms of office
of all persons elected as directors by the holders of such Preferred Stock shall
forthwith terminate and the number of the Board of Directors shall be reduced
accordingly. Any Preferred Director may be removed by, and shall not be removed
except by, the vote of the holders of record of the outstanding shares of
Preferred Stock, voting together as a single class without regard to series, at
a meeting of the shareholders, or of the holders of shares of Preferred Stock,
called for the purpose. So long as a default in any preference dividends on the
Preferred Stock shall exist (1) any vacancy in the office of a Preferred
Director may be filled (except as provided in the following clause (2)) by an
instrument in writing signed by the remaining Preferred Director and filed with
the Corporation and (2) in the case of the removal of any Preferred Director,
the vacancy may be filled by the vote of the holders of the outstanding shares
of Preferred Stock, voting together as a single class without regard to series,
at the same meeting at which such removal shall be voted or at a meeting

                                      10
<PAGE>

of holders of shares of Preferred Stock called for the purpose. Each director
appointed as aforesaid by the remaining Preferred Director shall be deemed, for
all purposes hereof, to be a Preferred Director. For the purposes hereof, a
"default in preference dividends" on the Preferred Stock shall be deemed to have
occurred whenever the amount of accumulated dividends upon this Series shall be
equivalent to or greater than the sum of the dividend amounts payable on the
preceding six dividend payment dates or whenever the amount of accrued dividends
upon any other series of the Preferred Stock shall be equivalent to six full
quarterly-yearly dividends or more, and, having so occurred, such default shall
be deemed to exist thereafter until, but only until, all accumulated dividends
on all shares of Preferred Stock of each and every series then outstanding shall
have been paid to the end of the last preceding dividend period.

          Whenever holders of this Series vote as a class with holders of other
series of Preferred Stock, the vote per share of all such series of Preferred
Stock will be computed on the basis of one vote for each $50.00 of liquidation
value.

               (vi) Liquidation Rights. (A) Upon the dissolution, liquidation or
                    ------------------
winding up of the Corporation, the holders of the shares of this Series shall be
entitled to receive out of the assets of the Corporation, before any payment or
distribution shall be made on the Common Stock or on any other class of stock
ranking junior to the Preferred Stock upon liquidation, the amount of $200,000
per share, plus a sum equal to all dividends (whether or not earned or declared)
on such shares accumulated and unpaid thereon to the date of final distribution.

                    (B)  After the payment to the holders of the shares of this
Series of the full preferential amounts provided for in this Section (vi), the
holders of this Series as such shall have no right or claim to any of the
remaining assets of the Corporation.

                    (C)  In the event the assets of the Corporation available
for distribution to the holders of shares of this Series upon any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to paragraph (A) of this Section (vi), no such distribution
shall be made on account of any shares of any other class or series of Preferred
Stock ranking on a parity with the shares of this Series upon such dissolution,
liquidation or winding up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably, in proportion to the full
distributable amounts for which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up.

                    (D)  Unless the dissolution, liquidation or winding up of
the Corporation, the holders of shares of this

                                       11
<PAGE>

Series then outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its shareholders all amounts to which
such holders are entitled pursuant to paragraph (A) of this Section (vi) before
any payment shall be made to the holders of any class of capital stock of the
Corporation ranking junior upon liquidation to this Series.

               (vii)  For purposes of this Series any stock of any class or
classes of the Corporation shall be deemed to rank:

                      (A)  prior to the shares of this Series, either as to
dividends or upon liquidation, if the holders of such class or classes shall be
entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in preference or priority to the holders of shares of this Series;

                      (B)  on a parity with shares of this Series, either as to
dividends or upon liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share or sinking fund
provisions, if any, be different from those of this Series, if the holders of
such stock shall be entitled to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the Corporation, as
the case may be, in proportion to their respective dividend rates or liquidation
prices, without preference or priority, one over the other, as between the
holders of such stock and the holders of shares of this Series; and

                      (C)  junior to shares of this Series, either as to
dividends or upon liquidation, if such class shall be Common Stock or if the
holders of shares of this Series shall be entitled to receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or priority to the holders of
shares of such class or classes.

          (b)  8.60% Cumulative Preferred Stock
               --------------------------------

               (i)  Designation. The designation of the series of Preferred
                    -----------
Stock created by this resolution shall be "8.60% Cumulative Preferred Stock"
without par value (hereinafter called this "Series"), and the number of shares
constituting this Series is 184,000. Shares of this Series shall have a stated
value of $625 per share. The number of authorized shares of this Series may be
reduced by further resolution duly adopted by the Board of Directors of the
Corporation, or a duly authorized committee of said Board, and by the filing of
a certificate pursuant to the provisions of the Business Corporation Law of the
State of New York stating that such reduction has been so authorized, but the
number of authorized shares of this Series may not be increased.

               (ii) (A) Dividends. Dividend rates on the shares of this Series
                        ---------
shall be: (1) for the period (the "Initial

                                       12
<PAGE>

Dividend Period") from the original issue date to and including the day next
preceding March 1, 1993, a rate of 8.60% per annum and (2) for each quarterly
dividend period thereafter, which dividend periods ("Dividend Periods") shall
commence on March 1, June 1, September 1 and December 1 in each year and shall
end on and include the day next preceding the first day of the next Dividend
Period, a rate of 8.60% per annum of the stated value thereof. Such dividends
shall be cumulative from the date of original issue of the shares of this Series
and shall be payable, when and as declared by the Board of Directors, or by a
duly authorized committee of said Board, on March 1, June 1, September 1 and
December 1 of each year, commencing March 1, 1993. Each such dividend shall be
paid to the holders of record of shares of this Series as they appear on the
stock register of the Corporation on such record date, not exceeding 50 days
preceding the payment date thereof, as shall be fixed by the Board of Directors,
or by a duly authorized committee of said Board. Dividends on account of arrears
for any past Dividend Periods may be declared and paid at any time, without
reference to any regular dividend payment date, to holders of record on such
date, not exceeding 45 days preceding the payment date thereof, as may be fixed
by the Board, or by any such committee.

                    (B)  No full dividends shall be declared or paid or set
apart for payment on the Preferred Stock of any series ranking, as to dividends,
on a parity with or junior to this Series for any period unless full cumulative
dividends then due to be paid have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment on this Series for all dividend payment periods terminating on or prior
to the date of payment of such full cumulative dividends. When dividends are not
paid in full, as aforesaid, upon the shares of this Series and any other
Preferred Stock ranking on a parity as to dividends with this Series, all
dividends declared upon shares of this Series and any other Preferred Stock
ranking on a parity as to dividends with this Series shall be declared pro rata
so that the amount of dividends declared per share on this Series and such other
Preferred Stock shall in all cases bear to each other the same ratio that
accumulated dividends per share on the shares of this Series and such other
Preferred Stock bear to each other. Holders of shares of this Series shall not
be entitled to any dividends, whether payable in cash, property or stock, in
excess of full cumulative dividends, as herein provided on this Series. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on this Series which may be in arrears.

                    (C)  So long as any shares of this Series are outstanding,
no dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this Series as to dividends and upon liquidation and other than as
provided in paragraph (B) of this Section (ii)) shall be declared or paid or set
aside for payment or other distribution, declared or made upon the Common

                                       13
<PAGE>

Stock or upon any other stock ranking junior to or on a parity with this Series
as to dividends or upon liquidation, nor shall any Common Stock nor any other
stock of the Corporation ranking junior to or on parity with this Series as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for stock of the Corporation ranking junior to
this Series as to dividends and upon liquidation) unless, in each case, the full
cumulative dividends on all outstanding shares of this Series shall have been
paid for all past dividend payment periods.

                    (D)  Dividends payable on each share of the Series for each
Dividend Period shall be computed by dividing the per annum dividend by four.
Dividends payable on the shares of this Series for any period less than a full
Dividend Period, including the Initial Dividend Period, shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.

               (iii) Redemption. (A) The shares of this Series shall not be
                     ----------
redeemable prior to December 1, 1997. On and after December 1, 1997, the
Corporation, at its option, may redeem the shares of this Series, as a whole or
in part, at any time or from time to time at a redemption price equal to $625
per share, plus accrued and unpaid dividends thereon to the date fixed for
redemption.

                    (B)  Notwithstanding the foregoing provisions of this
Section (iii), if the full dividends, including accumulations, on the shares of
this Series and the full dividends, including any accumulated dividend, on the
shares of all other Preferred Stock of the Corporation ranking, as to dividends,
on a parity with or senior to the shares of this Series have not been paid or
contemporaneously declared and paid, no shares of this Series or the shares of
such other class or series of Preferred Stock shall be redeemed pursuant to
Section (iii) (A) unless all outstanding shares of this Series and all
outstanding shares of such other class or series of Preferred Stock are
simultaneously redeemed; provided, however, that the foregoing shall not prevent
                         --------  -------
the purchase or acquisition of shares of this Series or of shares of such other
class or series of Preferred Stock by conversion into or exchange for shares of
the Corporation ranking junior to the shares of this Series and the shares of
such other class or series of Preferred Stock as to dividends and upon
liquidation.

                    (C)  In the event that fewer than all the outstanding shares
of this Series are to be redeemed, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares to be redeemed shall be
determined on a pro rata basis as may be determined by the Board of Directors of
                --- ----
the Corporation or by duly an authorized committee thereof or by any other
method as may be determined by the Board of Directors of

                                       14
<PAGE>

the Corporation or by any duly authorized committee thereof in its sole
discretion to be fair and equitable, provided that such method satisfies any
applicable requirements of any securities exchange on which the shares of this
Series are listed.

                    (D)  In the event the Corporation shall redeem shares of
this Series, notice of such redemption (a "Notice of Redemption") shall be given
by first class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the shares of
this Series to be redeemed as they appear on the stock register of the
Corporation on the 7th day preceding the date of such Notice of Redemption, at
such holder's address as the same appears on such stock register. Each such
notice shall state: (1) the redemption date; (2) the number of shares of this
Series to be redeemed and, if fewer than all the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such holder; (3)
the redemption price (specifying the amount of accrued and unpaid dividends to
be included therein); (4) the place or places (which shall be in The City of New
York) where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be redeemed will
cease to accrue on such redemption date.

                    (E)  Notice having been mailed as aforesaid, from and after
the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price) dividends on the shares
of this Series so called for redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding, and all rights of the holders
thereof as shareholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board or a committee thereof shall so require and
the notice shall so state), such shares shall be redeemed by the Corporation at
the redemption price aforesaid. In case fewer than all the shares represented by
any such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder thereof, provided,
                                                                       --------
however, that the Corporation may require payment of a sum sufficient to cover
-------
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses connected therewith.

                    (F)  Any of the shares of this Series which shall at any
time have been redeemed shall, after such redemption, have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series until such shares are once more designated as part of a particular series
by the Board of Directors of the Corporation or any duly authorized committee
thereof.

               (iv) Conversion or Exchange. The holders of shares of this Series
                    ----------------------
shall not have any rights herein to convert such

                                       15
<PAGE>

shares into or exchange such shares for shares of any other class or classes or
of any other series of any class or classes of capital stock of the Corporation.

               (v) Voting. The shares of this Series shall not have any voting
                   ------
powers either general or special, except that

                   (A)  Unless the vote or consent of the holders of a greater
number of shares shall then be required by law, the consent of the holders of at
least two-thirds of all of the shares of this Series at the time outstanding,
given in person or by proxy, either in writing or by a vote at a meeting called
for the purpose at which the holders of shares of this Series shall vote
together as a separate class, shall be necessary for authorizing, effecting or
validating the amendment, alteration or repeal of any of the provisions of the
Certificate of Incorporation of the Corporation or of any certificate amendatory
thereof or supplemental thereto (including any Certificates of Amendment or any
similar document relating to any series of Preferred Stock) so as to affect
adversely the preferences, rights, powers or privileges of this Series. For
purposes of this provision, an increase in the authorized number of shares of
the class of Preferred Stock or the authorization, creation or issue, or
increase in the authorized amount, of any class or series of capital stock of
the Corporation ranking on a parity with the shares of this Series either as to
dividends or upon liquidation, or both, shall not be deemed to affect adversely
the preferences, rights, powers or privileges of this Series.

                    (B)  Unless the vote or consent of the holders of a greater
number of shares shall then be required by law, the consent of the holders of at
least two-thirds of all of the shares of this Series and all other series of
Preferred Stock ranking on a parity with shares of this Series, either as to
dividends or upon liquidation, at the time outstanding, given in person or by
proxy, either in writing or by a vote at a meeting called for the purpose at
which the holders of shares of this Series and such other series of Preferred
Stock shall vote together as a single class without regard to series, shall be
necessary for authorizing, effecting or validating the creation, authorization
or issue of any shares of any class of stock of the Corporation ranking prior to
the shares of this Series as to dividends or upon liquidation, or the
reclassification of any authorized stock of the Corporation into any such prior
shares, or the creation, authorization or issue of any obligation or security
convertible into or evidencing the right to purchase any such prior shares.

                    (C)  If at the time of any annual meeting of shareholders
for the election of directors a default in preference dividends on any series of
Preferred Stock shall exist, the number of directors constituting the Board of
Directors of the Corporation shall be increased by two, and the holders of the
Preferred Stock of all series (whether or not the holders of such series of
Preferred Stock would be entitled to vote for the

                                       16
<PAGE>

election of directors if such default in preference dividends did not exist),
shall have the right at such meeting, voting together as a single class without
regard to series, to the exclusion of the holders of Common Stock, to elect two
directors of the Corporation to fill such newly created directorships. Such
right shall continue until there are no dividends in arrears upon the Preferred
Stock of any series. Whenever all arrears in dividends on the Preferred Stock
then outstanding shall have been and dividends for the current quarterly
dividend period shall have been, paid or declared and set apart for payment,
then the right of the holders of such Preferred Stock to elect such additional
directors (herein called a "Preferred Director"), shall cease (but subject
always to the same provisions for the vesting of such voting rights in the case
of any similar future arrearages in dividends) and the terms of office of all
persons elected as directors by the holders of such Preferred Stock shall
forthwith terminate and the number of the Board of Directors shall be reduced
accordingly. Any Preferred Director may be removed by, and shall not be removed
except by, the vote of the holders of record of the outstanding shares of
Preferred Stock, voting together as a single class without regard to series, to
the exclusion of the holders of Common Stock, at a meeting of the shareholders
or of the holders of shares of Preferred Stock, called for the purpose. So long
as a default in any preference dividends on the Preferred Stock shall exist (1)
any vacancy in the office of a Preferred Director may be filled (except as
provided in the following clause (2)) by an instrument in writing signed by the
remaining Preferred Director and filed with the Corporation and (2) in the case
of the removal of any Preferred Director, the vacancy may be filled by the vote
of the holders of the outstanding shares of Preferred Stock, voting together as
a single class without regard to series, to the exclusion of the holders of
Common Stock, at the same meeting at which such removal shall be voted or at a
meeting of holders of shares of Preferred Stock called for the purpose. Each
director appointed as aforesaid by the remaining Preferred Director shall be
deemed, for all purposes hereof, to be a Preferred Director. For the purposes
hereof, a "default in preference dividends" on the Preferred Stock shall be
deemed to have occurred whenever the amount of accrued dividends upon any series
of the Preferred Stock shall be equivalent to six full quarter-yearly dividends
and, having so occurred, such default shall be deemed to exist thereafter until,
but only until, all accrued dividends on all shares of Preferred Stock of each
and every series then outstanding shall have been paid to the end of the last
preceding quarterly dividend period.

               Whenever holders of shares of this Series vote as a class with
holders of other series of Preferred Stock, the vote per share of all such
series of Preferred Stock will be computed on the basis of one vote for each
$625.00 of liquidation value.

               (vi) Liquidation Rights. (A) Upon the dissolution, liquidation or
                    ------------------
winding up of the Corporation, the holders of the shares of this Series shall be
entitled to receive out of the

                                       17
<PAGE>

assets of the Corporation, before any payment or distribution shall be made on
the Common Stock or on any other class of stock ranking junior to the Preferred
Stock upon liquidation, the amount of $625 per share, plus a sum equal to all
dividends (whether or not earned or declared) on such shares accumulated and
unpaid thereon to the date of final distribution.

                    (B)  After the payment to the holders of the shares of this
Series of the full preferential amounts provided for in this Section (vi), the
holders of this Series as such shall have no right or claim to any of the
remaining assets of the Corporation.

                    (C)  In the event the assets of the Corporation available
for distribution to the holders of shares of this Series upon any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to paragraph (A) of this Section (vi), no such distribution
shall be made on account of any shares of any other class or series of Preferred
Stock ranking on a parity with the shares of this Series upon such dissolution,
liquidation or winding up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably, in proportion to the full
distributable amounts for which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up.

                    (D)  Upon the dissolution, liquidation or winding up of the
Corporation, the holders of shares of this Series then outstanding shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its shareholders all amounts to which such holders are entitled
pursuant to paragraph (A) of this Section (vi) before any payment shall be made
to the holders of any class of capital stock of the Corporation ranking junior
upon liquidation to this Series.

                    (E)  Neither the consolidation nor merger of the Corporation
into or with another corporation or corporations, nor the sale, lease or
exchange (for cash, shares of equity stock, securities or other consideration)
of all or substantially all of the property and assets of the Corporation, nor
the distribution to the stockholders of the Corporation of all or substantially
all of the consideration for such sale, unless such consideration (apart from
assumption of liabilities) or the net proceeds thereof consists substantially
entirely of cash, shall be deemed to be a liquidation, dissolution or winding up
of the Corporation within the meaning of this Section (vi).

               (vii)  For purposes of this Series any stock of any class or
classes of capital stock of the Corporation, or any series of shares of any such
class, shall be deemed to rank:

                                       18
<PAGE>

               (A)  prior to the shares of this Series, either as to dividends
or upon liquidation, if the holders of such class or classes or series shall be
entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in preference or priority to the holders of shares of this Series;

               (B)  on a parity with shares of this Series, either as to
dividends or upon liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share or sinking fund
provisions, if any, be different from those of this Series, if the holders of
such stock shall be entitled to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the Corporation, as
the case may be, in proportion to their respective dividend rates or liquidation
prices, without preference or priority, one over the other, as between the
holders of such stock and the holders of shares of this Series; and

               (C)  junior to shares of this Series, either as to dividends or
upon liquidation, if such class or classes or series shall be Common Stock or if
the holders of shares of this Series shall be entitled to receipt of dividends
or of amounts distributable upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or priority to the holders of
shares of such class or classes or series.


          II.  Terms of Series of Class A Preferred Stock
               ------------------------------------------

          (a)  7.75% Cumulative Convertible Preferred Stock
               --------------------------------------------

                (i)  Designation. The designation of the series of preferred
                     -----------
stock created by this resolution shall be "7.75% Cumulative Convertible
Preferred Stock", par value $2.00 per share (the "Preferred Stock"), and the
number of shares constituting Preferred Stock shall be 1,150,000. Such number of
shares may be decreased by resolution duly adopted by the Board of Directors;
provided, that no decrease shall reduce the number of shares of Preferred Stock
--------
to a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights,
or warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Preferred Stock. The Preferred Stock shall rank
senior to the Corporation's Common Stock with respect to the payment of
dividends and to the distribution of assets upon liquidation, dissolution or
winding up.

                (ii) Dividends. (A) For purposes of this Section (ii), each
                     ---------
January 1, April 1, July 1, and October 1 on which any share of Preferred Stock
shall be outstanding shall be deemed to be a "Dividend Payment Date." Commencing
on the Dividend Payment Date next succeeding the date of original issuance of
the Preferred Stock (such date of original issuance, the "Original Issue Date"),
the holders of shares of Preferred Stock shall be

                                       19
<PAGE>

entitled to receive, when and as declared by the Board of Directors of the
Corporation out of funds legally available therefor, cumulative dividends at the
rate of $1.9375 per year on each share of Preferred Stock and no more, except
that the dividend with respect to the initial dividend period shall be
determined as provided in paragraph (B) of this Section (ii).

                    (B)  (1) If the Original Issue Date occurs subsequent to the
record date (a "Series B Record Date") for a dividend payment in respect of the
Series B 7.75% Cumulative Convertible Preferred Stock, par value $2.00 per share
(the "Series B Preferred Stock"), of National Community Banks, Inc. ("NCB") and
prior to the corresponding dividend payment date (a "Series B Dividend Payment
Date"), holders of shares of Preferred Stock who were holders of record of
shares of Series B Preferred Stock on such Series B Record Date shall be
entitled to receive, commencing on the Dividend Payment Date next succeeding the
Original Issue Date, when and as declared by the Board of Directors of the
Corporation out of funds legally available therefor, an amount per share of
Preferred Stock equal to the sum of (aa) the excess, if any, of (y) the amount
of dividends that would have accrued on a share of Series B Preferred Stock from
the first day of the dividend period for the Series B Preferred Stock in which
the Original Issue Date occurs to the Series B Dividend Payment Date immediately
succeeding the Original Issue Date over (z) the amount of dividends declared and
paid or set aside for payment on a share of Series B Preferred Stock on the
Series B Dividend Payment Date immediately succeeding the Original Issue Date
and (bb) the amount of dividends accrued and unpaid, if any, on a share of
Series B Preferred Stock as of the close of business on the Series B Dividend
Payment Date immediately preceding the Original Issue Date, and such dividend
shall be cumulative from such date for all purposes hereof.

                    (2)  If the Original Issue Date occurs after a Series B
Dividend Payment Date and prior to the record date for the immediately
succeeding Series B Dividend Payment Date, holders of shares of Preferred Stock
shall be entitled to receive, commencing on the Dividend Payment Date
immediately succeeding the Original Issue Date, when and as declared by the
Board of Directors of the Corporation out of funds legally available therefor,
an amount per share of Preferred Stock equal to the sum of (aa) the amount of
dividends that would have accrued on a share of Series B Preferred Stock from
the first day of the dividend period for the Series B Preferred Stock in which
the Original Issue Date occurs to the Series B Dividend Payment Date immediately
succeeding the Original Issue Date and (bb) the amount of dividends accrued and
unpaid, if any, on a share of Series B Preferred Stock as of the close of
business on the Series B Dividend Payment Date immediately preceding the
Original Issue Date, and such dividend shall be cumulative from such date for
all purposes hereof.

                                       20
<PAGE>

                    (C)  The Board of Directors may fix a record date for the
determination of holders of shares of Preferred Stock entitled to receive
payment of a dividend declared thereon, which record date shall be not more than
45 days prior to the date fixed for the payment thereof.

                    (D)  On each Dividend Payment Date all dividends which shall
have accrued on each share of Preferred Stock outstanding on such Dividend
Payment Date shall accumulate and be deemed to become "due". Any dividend which
shall not be paid on the Dividend Payment Date on which it shall become due
shall be deemed to be "past due" until such dividend shall be paid or until the
share of Preferred Stock with respect of which such dividend became due shall no
longer be outstanding, whichever is the earlier to occur. No interest or sum of
money in lieu of interest shall be payable in respect of any dividend payment or
payments which are past due. Dividends paid on shares of Preferred Stock in an
amount less than the total amount of such dividends at the time accumulated and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.

                    (E)  If there shall be outstanding shares of any class or
series of preferred stock of the Corporation ranking junior to or on parity with
the Preferred Stock as to dividends, no full dividends shall be declared or paid
or set apart for payment on any such other class or series for any period unless
full cumulative dividends have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for such
payment on the Preferred Stock for all dividend payment periods terminating on
or prior to the date of payment of such full cumulative dividends. When
dividends are not paid in full or are past due on the shares of the Preferred
Stock and on any other class or series of preferred stock ranking on a parity as
to dividends with the Preferred Stock all dividends declared on all outstanding
shares of the Preferred Stock and shares of such other class or series of
preferred stock shall be declared pro rata so that the amount of dividends
declared per share on the Preferred Stock and such other preferred stock shall
in all cases bear to each other the same ratio that accrued and unpaid dividends
per share on the shares of the Preferred Stock and such other preferred stock to
the date of such dividend payment bear to each other. Holders of shares of
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
property or securities, in excess of full cumulative dividends, as herein
provided, on the Preferred Stock.

                    (F)  So long as any shares of Preferred Stock are
outstanding, no dividend (other than (1) a dividend or distribution in Common
Stock or in any other stock ranking junior to the Preferred Stock as to
dividends and upon liquidation, dissolution or winding up, (2) dividends or
distributions of the Corporation's preferred stock purchase rights (the
"Rights"), the terms of which are set forth in the Rights Agreement, dated as of

                                       21
<PAGE>

December 10, 1985 and amended as of June 13, 1989, April 30, 1993 and March 8,
1994 (as so amended and as amended from time to time, the "Rights Agreement"),
between the Corporation and The Bank of New York, as Rights Agent or (3) the
issuance of such Rights in connection with the issuance of any other capital
stock of the Corporation ranking junior to or on a parity with the Preferred
Stock as to dividends and upon liquidation, dissolution or winding up and other
than as provided in paragraph (E) of this Section (ii)) shall be declared or
paid or set aside for payment or other distribution declared or made upon the
Common Stock or upon any other stock ranking junior to, or on a parity with, the
Preferred Stock as to dividends or upon liquidation, dissolution or winding up,
nor shall any Common Stock or any other stock of the Corporation ranking junior
to, or on a parity with, the Preferred Stock as to dividends or upon
liquidation, dissolution or winding up, be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock) by the
Corporation (except for conversion of such junior or parity stock into, or
exchange of such junior or parity stock for, stock of the Corporation ranking
junior to the Preferred Stock as to dividends and upon liquidation, dissolution,
or winding up, and except for the redemption of the Rights at their current
redemption price) unless, in each case, the full cumulative dividends on all
outstanding shares of the Preferred Stock shall have been paid or declared and
set aside for payment for all past dividend payment periods.

               (G)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (F) of
this Section (ii), purchase or otherwise acquire such shares at such time and in
such manner; provided, however, that this paragraph shall not prohibit the
             --------  -------
acquisition of shares of stock of the Corporation which have been pledged to the
Corporation or any subsidiary of the Corporation for a bona fide debt.

               (H)  Dividends payable on each share of the Preferred Stock for
each full dividend period shall be computed by dividing the per annum dividend
by four. Dividends payable on the shares of the Preferred Stock for any period
less than a full dividend period, other than the initial dividend period, shall
be computed on the basis of a 360-day year consisting of twelve 30-day months.

          (iii)  General, Class and Series Voting Rights. Except as provided
                 ---------------------------------------
in this Section (iii) and in Section (iv) hereof or as otherwise from time to
time required by applicable law, the Preferred Stock shall have no voting
rights.

               (A)  Unless the vote or consent of the holders of a greater
number of shares shall then be required by law, the consent of the holders of at
least 66-2/3% of all of the shares of

                                       22
<PAGE>

the Preferred Stock and all other classes and series of preferred stock of the
Corporation ranking on a parity with shares of the Preferred Stock, either as to
dividends or upon liquidation, dissolution or winding up, at the time
outstanding, given in person or by proxy, either in writing or by a vote at a
meeting called for the purpose at which holders of shares of the Preferred Stock
and such other classes and series of Preferred Stock of the Corporation shall
vote together as a single class without regard to series, shall be necessary for
authorizing, effecting or validating the creation, authorization or issuance of,
or reclassification of any authorized stock of the Corporation into, or
creation, authorization or issuance of any obligation or security convertible
into or evidencing a right to purchase any shares of, or increase in the
authorized or issued amount of, any class or series of stock (including any
class or series of preferred stock) ranking prior (as that term is hereinafter
defined in this Section (iii)) to the Preferred Stock with respect to the
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up.

               (B)  Unless the vote or consent of the holders of a greater
number of shares shall then be required by law, the consent of the holders of at
least 66-2/3% of all of the shares of the Preferred Stock, and any one or more
classes or series of preferred stock of the Corporation similarly affected, at
the time outstanding, given in person or by proxy, either in writing or by a
vote at a meeting called for the purpose at which the holders of shares of such
classes or series of preferred stock shall vote together as a separate class,
shall be necessary for authorizing, effecting or validating the amendment,
alteration or repeal, whether by merger, consolidation or otherwise, of any of
the provisions of the Certificate of Incorporation (or any certificate
amendatory thereof or supplemental thereto providing for the capital stock of
the Corporation including, without limitation, this Certificate) which would
adversely affect the preferences, rights, powers or privileges of holders of
shares of the Preferred Stock and such other classes or series of preferred
stock of the Corporation. Any increase in the amount of authorized Preferred
Stock or the creation and issuance of other classes or series of preferred stock
ranking on a parity with or junior to the Preferred Stock with respect to
dividends and upon liquidation, dissolution or winding up shall not be deemed to
affect adversely the rights of the holders of shares of Preferred Stock.

          The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of Preferred Stock shall have been
redeemed or sufficient funds shall have been deposited in trust to effect such
redemption.

          Any class or classes of stock of the Corporation shall be deemed to
rank:

                                       23
<PAGE>

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

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

               Whenever holders of shares of the Preferred Stock vote as a class
with holders of other classes or series of preferred stock of the Corporation,
the vote per share of all such classes or series of preferred stock of the
Corporation will be computed on the basis of one vote for each $25.00 of
liquidation value.

               (iv) Default Voting Rights. Whenever at any time or times,
                    ---------------------
dividends payable on the shares of Preferred Stock shall be in arrears in an
amount equal to at least six full quarterly dividends on shares of the Preferred
Stock at the time outstanding, the holders of the outstanding shares of
Preferred Stock shall have the exclusive right (voting separately as a class
together with holders of shares of any one or more other classes or series of
preferred stock ranking on a parity with the Preferred Stock either as to
dividends or the distribution of assets upon liquidation, dissolution or winding
up and upon which like voting rights have been conferred and are exercisable) to
elect two directors of the Corporation at the Corporation's next annual meeting
of shareholders and at each subsequent annual meeting of shareholders. At
elections for such directors, each holder of Preferred Stock shall be entitled
to one vote for each share held (the holders of shares of any other class or
series of preferred stock ranking on such a parity being entitled to such number
of votes, if any, for each share of stock held as may be granted to them). Upon
the vesting of such right of the holders of Preferred Stock, the maximum
authorized number of members of the Board of Directors shall automatically be
increased by two and the two vacancies so created shall be filled by vote of the
holders of the outstanding shares of Preferred Stock (either alone or together
with the holders of shares of any one or more other classes or

                                       24
<PAGE>

series of preferred stock ranking on such a parity) as hereinafter set forth.
The right of holders of Preferred Stock, voting separately as a class to elect
(either alone or together with the holders of shares of any one or more other
classes or series of preferred stock ranking on such a parity) members of the
Board of Directors of the Corporation as aforesaid shall continue until such
time as all dividends accumulated on the Preferred Stock shall have been paid in
full, at which time such right shall terminate, except as herein or by law
expressly provided, subject to revesting in the event of each and every
subsequent default of the character above mentioned.

               Each director elected by the holders of shares of Preferred Stock
shall continue to serve as such director for the full term for which he shall
have been elected, notwithstanding that prior to the end of such term such
arrearage shall cease to exist. If the office of any director elected by the
holders of Preferred Stock voting as a class becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
the remaining director elected by the holders of Preferred Stock voting as a
class may choose a successor who shall hold office for the unexpired term in
respect of which such vacancy occurred. Whenever the term of office of the
directors elected by the holders of Preferred Stock voting as a class shall end
and the special voting powers vested in the holders of Preferred Stock as
provided in this Section (iv) shall have expired, the number of directors shall
be such number as may be provided for in the By-Laws irrespective of any
increase made pursuant to the provisions of this Section (iv).

               The shares of Preferred Stock shall be deemed to be shares of a
series of the same class of preferred stock as each series of preferred stock,
without par value, outstanding on the Original Issue Date with respect to
determining holders of preferred stock entitled to vote under any provision of
any such series of preferred stock, without par value.

               (v)  Redemption.  (A)  The shares of Preferred Stock are not
                    ----------
redeemable prior to July 1, 1996. At any time on or after such date, the shares
of Preferred Stock are redeemable, in whole or in part, at the option of the
Corporation, during the twelve-month periods commencing on July 1 of the years
indicated below at the following redemption prices per share of Preferred Stock,
plus accrued and unpaid dividends thereon to the date fixed for redemption:

                    Redemption                        Redemption
     Year              Price          Year              Price
     ----           ----------        ----           ----------

     1996             $26.16          2000           $25.39

     1997              25.97          2001            25.19

     1998              25.78          2002 and        25.00
                                      thereafter
     1999              25.58

                                       25
<PAGE>

                    (B)  In the event the Corporation shall elect to redeem
shares of Preferred Stock, the Corporation shall give notice to the holders of
record of shares of the Preferred Stock being so redeemed, not less than 30 nor
more than 60 days prior to such redemption, by first class mail, postage
prepaid, at their addresses as shown on the stock registry books of the
Corporation that said shares are being redeemed, provided that without limiting
the obligation of the Corporation hereunder to give the notice provided in this
Section (v) (B), the failure of the Corporation to give such notice shall not
invalidate any corporate action by the Corporation. Each such notice shall
state: (1) the redemption date; (2) the number of shares of Preferred Stock to
be redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (3) the
redemption price; (4) the place or places where certificates for such shares are
to be surrendered for payment of the redemption price; (5) that dividends on the
shares to be redeemed will cease to accrue on such redemption date; and (6) that
such holder has the right to convert such shares into a number of shares of
Common Stock prior to the close of business on the tenth day preceding such
redemption date.

                    (C)  In the event that fewer than all the outstanding shares
of Preferred Stock are to be redeemed, the number of shares to be redeemed shall
be determined by the Board of Directors of the Corporation and the shares to be
redeemed shall be determined pro rata or by lot as may be determined by the
                             --- ----
Board of Directors of the Corporation or by any other method as may be
determined by the Board of Directors of the Corporation in its sole discretion
to be equitable provided that such method satisfies any applicable requirements
of any securities exchange on which the Preferred Stock is listed.

                    (D)  Notice having been mailed as aforesaid, from and after
the applicable redemption date (unless default shall be made by the Corporation
in providing money for the payment of the redemption price), dividends on the
shares of Preferred Stock to be redeemed on such redemption date shall cease to
accrue, and said shares shall no longer be outstanding, and all rights of the
holders thereof as shareholders of the Corporation (except the right to receive
from the Corporation the redemption price) shall cease; provided that,
notwithstanding the foregoing, if notice of redemption has been given pursuant
to this Section (v) and any holder of shares of Preferred Stock shall, prior to
the close of business on the tenth day preceding the redemption date, surrender
for conversion any or all of the shares to be redeemed held by such holder in
accordance with Section (vi) then the conversion of such shares to be redeemed
shall become effective as provided in Section (vi). Upon surrender of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. In case fewer than all the shares represented by

                                       26
<PAGE>

any such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder thereof.

                    (E)  Any shares of Preferred Stock which shall at any time
have been redeemed shall, after such redemption, have the status of authorized
but unissued shares of Class A Preferred Stock, par value $2.00 per share,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors of the Corporation.

                    (F)  Notwithstanding the foregoing provisions of this
Section (v), if any dividends on Preferred Stock are past due, no shares of
Preferred Stock shall be redeemed unless all outstanding shares of Preferred
Stock are simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire any shares of Preferred Stock; provided, however, that the
                                                 --------  -------
foregoing shall not prevent the purchase or acquisition of shares of Preferred
Stock pursuant to a purchase or exchange offer made on the same terms to holders
of all outstanding shares of Preferred Stock.

               (vi) Conversion.  (A) The holder of any share of Preferred Stock
                    ----------
shall have the right, at such holder's option (but if such share is called for
redemption, then in respect of such share only to and including but not after
the close of business on the tenth day preceding the date fixed for such
redemption, provided that no default by the Corporation in the payment of the
applicable redemption price (including any accrued and unpaid dividends) shall
have occurred and be continuing on the date fixed for such redemption) to
convert such share into that number of fully paid and non-assessable shares of
Common Stock (calculated as to each conversion to the nearest 1/100th of a
share) obtained by dividing $25.00 by the Conversion Price then in effect.  The
Conversion Price shall initially be $27.08 per share and shall be subject to
adjustment as set forth below.

                    (B)  In order to exercise the conversion privilege, the
holder of shares of Preferred Stock shall surrender the certificates
representing such shares, accompanied by transfer instruments satisfactory to
the Corporation and sufficient to transfer the Preferred Stock being converted
to the Corporation free of any adverse interest, at any of the offices or
agencies maintained for such purpose by the Corporation ("Conversion Agent") and
shall give written notice to the Corporation at such Conversion Agent that the
holder elects to convert such shares. Such notice shall also state the names,
together with addresses, in which the certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued. As promptly as
practicable after the surrender of such shares of Preferred Stock as aforesaid,
the Corporation shall issue and shall deliver at such Conversion Agent to such
holder, or on his written order, a certificate for the number of full shares of
Common Stock issuable upon the conversion of such shares in accordance with the

                                       27
<PAGE>

provisions hereof. Balance certificates will be issued for the remaining shares
of Preferred Stock in any case in which fewer than all of the shares of
Preferred Stock represented by a certificate are converted. Each conversion
shall be deemed to have been effected immediately prior to the close of business
on the date on which shares of Preferred Stock shall have been so surrendered
and such notice received by the Corporation as aforesaid, and the persons in
whose names any certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holders of record of the
Common Stock represented thereby at such time, unless the stock transfer books
of the Corporation shall be closed on the date on which shares of Preferred
Stock are so surrendered for conversion, in which event such conversion shall be
deemed to have been effected immediately prior to the close of business on the
next succeeding day on which such stock transfer books are open, and such
persons shall be deemed to have become such holders of record of the Common
Stock at the close of business on such later day. In either circumstance, such
conversion shall be at the Conversion Price in effect on the date upon which
such share shall have been surrendered and such notice received by the
Corporation.

                    (C)  In the case of any share of Preferred Stock which is
converted after any record date with respect to the payment of a dividend on the
Preferred Stock and on or prior to the next succeeding Dividend Payment Date,
the dividend due on such Dividend Payment Date shall be payable on such Dividend
Payment Date to the holder of record of such shares as of such preceding record
date notwithstanding such conversion. Shares of Preferred Stock surrendered for
conversion during the period from the close of business on any record date with
respect to the payment of a dividend on the Preferred Stock next preceding any
Dividend Payment Date to the opening of business on such Dividend Payment Date
shall (except in the case of shares of Preferred Stock which have been called
for redemption on a redemption date within such period) be accompanied by
payment in New York Clearing House or other funds acceptable to the Corporation
in an amount equal to the dividend payable on such Dividend Payment Date on the
shares of Preferred Stock being surrendered for conversion. The dividend with
respect to a share of Preferred Stock called for redemption on a redemption date
during the period from the close of business on any record date with respect to
the payment of a dividend on the Preferred Stock next preceding any Dividend
Payment Date to the opening of business on such Dividend Payment Date shall be
payable on such Dividend Payment Date to the holder of record of such share on
such dividend record date notwithstanding the conversion of such share of
Preferred Stock after such record date and prior to such Dividend Payment Date,
and the holder converting such share of Preferred Stock need not include a
payment of such dividend amount upon surrender of such share of Preferred Stock
for conversion. Except as provided in this paragraph, no payment or adjustment
shall be made upon any conversion on account of any dividends accrued on shares
of

                                       28
<PAGE>

Preferred Stock surrendered for conversion or on account of any dividends on the
Common Stock issued upon conversion.

                    (D)  No fractional shares or scrip representing fractions of
shares of Common Stock shall be issued upon conversion of any shares of
Preferred Stock. Instead of any fractional interest in a share of Common Stock
which would otherwise be deliverable upon the conversion of a share of Preferred
Stock, the Corporation shall pay to the holder of such share of Preferred Stock
an amount in cash (computed to the nearest cent, with one-half cent being
rounded upward) equal to such fraction multiplied by the reported closing sale
price (as defined in subparagraph (E)(6) of this Section (vi)) of the Common
Stock at the close of business on the day on which such share or shares of
Preferred Stock are surrendered for conversion in the manner set forth above, or
if such date is not a trading date, on the next succeeding trading date. If more
than one certificate representing shares of Preferred Stock shall be surrendered
for conversion at one time by the same holder, the number of full shares
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares of Preferred Stock represented by such certificates, or the
specified portions thereof to be converted, so surrendered.

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

                         (1)  In case the Corporation shall pay or make a
dividend or other distribution on any class of capital stock of the Corporation
in Common Stock, the Conversion Price in effect at the opening of business on
the day following the date fixed for the determination of shareholders entitled
to receive such dividend or other distribution shall be reduced by multiplying
such Conversion Price by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such reduction to become effective immediately after the opening
of business on the day following the date fixed for such determination. For the
purposes of this subparagraph (1), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the
Corporation but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Corporation will not
pay any dividend or make any distribution on shares of Common Stock held in the
treasury of the Corporation.

                         (2)  In case the Corporation shall issue rights or
warrants to all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common Stock at a price per share less than the current
market price per share (determined as provided in subparagraph (4) below) of the
Common

                                       29
<PAGE>

Stock on the date fixed for the determination of shareholders entitled to
receive such rights or warrants (other than pursuant to a dividend reinvestment
plan), the Conversion Price in effect at the opening of business on the day
following the date fixed for such determination shall be reduced by multiplying
such Conversion Price by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such current market price
and the denominator shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such determination plus the number
of shares of Common Stock so offered for subscription or purchase, such
reduction to become effective immediately after the opening of business on the
day following the date fixed for such determination. For the purposes of this
subparagraph (2), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Corporation but shall
include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Corporation will not issue any rights
or warrants in respect of shares of Common Stock held in the treasury of the
Corporation.

                         (3)  In case outstanding shares of Common Stock shall
be subdivided into a greater number of shares of Common Stock, the Conversion
Price in effect at the opening of business on the day following the day upon
which such subdivision becomes effective shall be proportionately reduced, and,
conversely, in case outstanding shares of Common Stock shall each be combined
into a smaller number of shares of Common Stock, the Conversion Price in effect
at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately increased, such reduction
or increase, as the case may be, to become effective immediately after the
opening of business on the day following the day upon which such subdivision or
combination becomes effective.

                         (4)  In case the Corporation shall, by dividend or
otherwise, distribute to all holders of its Common Stock (aa) evidences of its
indebtedness, (bb) cash or other assets (including securities, but excluding any
rights or warrants referred to in subparagraph (2) above, any regular quarterly
dividend payable solely in cash out of retained earnings of the Corporation that
may from time to time be fixed by the Board of Directors of the Corporation and
any dividend or distribution referred to in subparagraph (1) above) or (cc) any
combination thereof, then in each case the Conversion Price shall be adjusted so
that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the close of business on the date fixed for
the determination of shareholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price per share
(determined

                                       30
<PAGE>

as provided in subparagraph (6) below) of the Common Stock on the date fixed for
such determination less the then fair market value (as determined by the Board
of Directors, whose determination, if made in good faith, shall be conclusive
and shall be described in a statement filed with any Conversion Agent) of the
portion of the cash or other assets or evidences of indebtedness so distributed
(and for which an adjustment to the Conversion Price has not previously been
made pursuant to the terms of this Section (vi)) applicable to one share of
Common Stock and the denominator shall be such current market price per share of
the Common Stock, such adjustment to become effective immediately prior to the
opening of business on the day following such record date; provided, however,
                                                           --------  -------
that if and to the extent that the fair market value of such distribution, as so
determined by the Board of Directors, shall exceed the retained earnings of the
Corporation, then in lieu of adjusting the Conversion Price as provided above
with respect to the portion of such distribution which exceeds the Corporation's
retained earnings, the holders of the Preferred Stock then outstanding shall
have the right thereafter to convert the shares of Preferred Stock into (I) the
kind and amount of indebtedness or cash or other assets of the Corporation
receivable in such distribution by a holder of the number of shares of Common
Stock into which the Preferred Stock might have been converted at the close of
business on the date fixed for the determination of shareholders entitled to
receive such distribution, and (II) such number of shares of Common Stock into
which the Preferred Stock may then be convertible, as adjusted from time to time
pursuant to this Section (vi). If after the Separation Date (as such term is
defined in the Rights Agreement) for the Rights of the Corporation, as presently
constituted, converting holders of the Preferred Stock are not entitled to
receive the Rights which would otherwise be attributable (but for the date of
conversion) to the shares of Common Stock received upon such conversion, then
adjustment of the Conversion Price shall be made under the preceding sentence as
if the Rights were then being distributed to the holders of Common Stock. If
such an adjustment is made and the Rights are later redeemed, invalidated or
terminated, then a corresponding reversing adjustment shall be made to the
Conversion Price, on an equitable basis, to take account of such event. However,
the Corporation may elect to amend the provisions presently applicable to the
Rights so that each share of Common Stock issuable upon conversion of the
Preferred Stock, whether or not issued after the Separation Date for such
Rights, will be accompanied by the Rights which would otherwise be attributable
(but for the date of conversion) to such share of Common Stock in which event
the previous two sentences would not apply.

                         (5)  The reclassification of Common Stock into
securities other than Common Stock (other than any reclassification upon a
consolidation or merger to which paragraph (F) below applies) shall be deemed to
involve (aa) a distribution of such securities other than Common Stock to all
holders of Common Stock (and the effective date of such reclassification shall
be deemed to be "the date fixed for the determination of

                                       31
<PAGE>

shareholders entitled to receive such distribution" and the "date fixed for such
determination" within the meaning of subparagraph (4) above), and (bb) a
subdivision or combination, as the case may be, of the number of shares of
Common Stock outstanding immediately prior to such reclassification into the
number of shares of Common Stock outstanding immediately thereafter (and the
effective date of such reclassification shall be deemed to be "the day upon
which such subdivision becomes effective" or "the day upon which such
combination becomes effective", as the case may be, and "the day upon which such
subdivision or combination becomes effective" within the meaning of subparagraph
(3) above).

                              (6)  For the purpose of any computation under
subparagraphs (2) and (4) above, the current market price per share of Common
Stock on any date shall be deemed to be the average of the daily closing prices
for the five consecutive trading days selected by the Board of Directors
commencing no more than 20 trading days before and ending no later than the day
before the day in question. The closing price for each day shall be the reported
last sale price, regular way, or, in case no such reported sale takes place on
such day, the average of the reported closing bid and asked prices, regular way,
in either case as reported on the New York Stock Exchange Composite Tape or, if
the Common Stock is not listed or admitted to trading on the New York Stock
Exchange at such time, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or, if not listed or admitted
to trading on any national securities exchange, on the National Market System of
the National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or, if the Common Stock is not quoted on the NASDAQ National Market
System, the average of the closing bid and asked prices on such day in the over-
the-counter market as reported by NASDAQ or, if bid and asked prices for the
Common Stock on each such day shall not have been reported through NASDAQ, the
average of the bid and asked prices for such date as furnished by any New York
Stock Exchange member firm regularly making a market in the Common Stock
selected from time to time by the Board of Directors of the Corporation for such
purpose or, if no such quotations are available, the fair market value of the
Common Stock as determined by a New York Stock Exchange member firm regularly
making a market in the Common Stock selected from time to time by the Board of
Directors of the Corporation for such purpose.

                              (7)  No adjustment in the Conversion Price shall
be required unless such adjustment would require an increase or decrease of at
least 1% of such price; provided, however, that any adjustments which by reason
                        --------  -------
of this subparagraph (7) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment, provided, further, that at
                                                     --------  -------
the Original Issue Date an adjustment in the amount equal to the quotient of
(aa) any adjustment permitted pursuant to Section 6(G)(vii) of the Certificate
of Amendment of the Certificate of Incorporation of NCB relating to the Series B
Preferred Stock, but

                                       32
<PAGE>

not made at or prior to the cancellation of the Series B Preferred Stock and
(bb) .96 (provided that in no event shall any such adjustment be greater than
$0.27 per share), shall be carried forward and taken into account, together with
any adjustments required by subparagraph (1), (2), (3) or (4) above, in any
subsequent adjustment pursuant to this paragraph (E), and provided further, that
                                                          -------- -------
adjustment shall be required and made in accordance with the provisions hereof
not later than such time as may be required in order to preserve the tax-free
nature of distribution to the holders of shares of Preferred Stock or Common
Stock. All calculations shall be made to the nearest cent or to the nearest
1/100th of a share, as the case may be. The Corporation may make such reductions
in the Conversion Price, in addition to those required by subparagraphs (1),
(2), (3), and (4) above, as it considers to be advisable in order to avoid or
diminish any income tax to any holders of shares of Common Stock resulting from
any dividend or distribution of stock or issuance of rights or warrants to
purchase or subscribe for stock or from any event treated as such for income tax
purposes or for any other reasons.

                              (8)  Whenever the Conversion Price is adjusted as
herein provided, (aa) the Corporation shall promptly file with any Conversion
Agent a certificate of a firm of independent public accountants setting forth
the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment, and the manner of computing the same,
which certificate shall be conclusive evidence of the correctness of such
adjustment, and (bb) a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price shall forthwith be
given by the Corporation to any Conversion Agent and mailed by the Corporation
to each holder of shares of Preferred Stock at their last address as the same
appears on the books of the Corporation.

                         (F)  In case of any consolidation of the Corporation
with, or merger of the Corporation into, any other entity (other than a merger
or consolidation in which the Corporation is the continuing Corporation) or any
sale or conveyance to another corporation of the property of the Corporation as
an entirety or substantially as an entirety, or in the case of a statutory
exchange of securities with another Corporation, the Conversion Price shall not
be adjusted but each holder of a share of Preferred Stock then outstanding shall
have the right thereafter to convert such share only into the kind and amount of
securities, cash and other property which such holder would have owned or have
been entitled to receive immediately after such consolidation, merger, sale,
conveyance or exchange had such share of Preferred Stock been converted
immediately prior to such consolidation, merger, sale, conveyance or exchange.
Provision shall be made in any such consolidation, merger, sale, conveyance or
exchange for adjustments in the Conversion Price which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section
(vi)(E). The above provisions

                                       33
<PAGE>

shall similarly apply to successive consolidations, mergers, sales, conveyances
or exchanges.

                    For purposes of this Section (vi), "Common Stock" includes
any stock of any class of the Corporation which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and which is not
subject to redemption by the Corporation. However, subject to the provisions of
paragraph (F) above, shares issuable on conversion of shares of Preferred Stock
shall include only shares of the class designated as Common Stock of the
Corporation on the Original Issue Date, or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and which are not subject to redemption by the Corporation.

                    In case:

                         (1)  the Corporation shall declare a dividend (or any
other distribution) on its Common Stock that would cause an adjustment to the
Conversion Price of the Preferred Stock pursuant to the terms of subparagraph
(1) or subparagraph (4) of paragraph (E) above (including such an adjustment
that would occur but for the terms of the first sentence of subparagraph (7) of
paragraph (E) above); or

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

                         (3)  of any reclassification of the Common Stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock), or of any consolidation, merger or share exchange to which the
Corporation is a party and for which approval of any shareholders of the
Corporation is required, or of the sale or conveyance of the property of the
Corporation as an entirety or substantially as an entirety; or

                         (4)  of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then the Corporation shall cause to be filed with any Conversion Agent, and
shall cause to be mailed to all holders of shares of Preferred Stock at each
such holder's last address as the same appears on the books of the Corporation,
at least 20 days (or 10 days in any case specified in clause (1) or (2) above)
prior to the applicable record or effective date hereinafter specified, a notice
stating (aa) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights or warrants, or, if a record is not to be taken,
the date as of which the

                                       34
<PAGE>

holders of Common Stock of record to be entitled to such dividend, distribution,
rights or warrants are to be determined, or (bb) the date on which such
reclassification, consolidation, merger, share exchange, sale, conveyance,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, share
exchange, sale, conveyance, dissolution, liquidation or winding up. Neither the
failure to give such notice nor any defect therein shall affect the legality or
validity of the proceedings described in clauses (1) through (4) above.

                    The Corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Common Stock on conversions of shares of Preferred Stock pursuant
hereto; provided, however, that the Corporation shall not be required to pay any
        --------  -------
tax which may be payable in respect of any transfer involved in the issue or
delivery of shares of Common Stock in a name other than that of the holder of
the shares of Preferred Stock to be converted and no such issue or delivery
shall be made unless and until the person requesting such issue or delivery has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.

                    The Corporation covenants that all shares of Common Stock
which may be delivered upon conversions of shares of Preferred Stock will upon
delivery be duly and validly issued and fully paid and non-assessable, free of
all liens and charges and not subject to any preemptive rights. The Corporation
further covenants that, if necessary, it shall reduce the par value of the
Common Stock so that all shares of Common Stock delivered upon conversion of
shares of Preferred Stock are fully paid and non-assessable.

                    The Corporation covenants that it will at all times reserve
and keep available, free from preemptive rights, out of its authorized but
unissued shares of Common Stock or its issued shares of Common Stock held in its
treasury, or both, for the purpose of effecting conversions of shares of
Preferred Stock, the full number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of Preferred Stock not theretofore
converted. For purposes of this reservation of Common Stock, the number of
shares of Common Stock which shall be deliverable upon the conversion of all
outstanding shares of Preferred Stock shall be computed as if at the time of
computation all outstanding shares of Preferred Stock were held by a single
holder. The issuance of shares of Common Stock upon conversion of shares of
Preferred Stock is authorized in all respects.

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<PAGE>

                    Each share of Common Stock issued upon conversion of shares
of Preferred Stock shall be entitled to receive the appropriate number of
Rights, if any, and the certificates representing the Common Stock issued upon
such conversion shall bear such legends, if any, in each case as provided by the
terms of the Rights Agreement as in effect at the time of such conversion.
Notwithstanding anything else to the contrary in this Section (vi), except as
expressly provided in paragraph (E)(4) hereof there shall not be any adjustment
to the conversion privilege or Conversion Price as a result of (1) the
distribution of separate certificates representing the Rights, (2) the
occurrence of certain events entitling holders of Rights to receive, upon
exercise thereof, Common Stock of the Company or capital stock of another
corporation, or (3) the exercise of such Rights in accordance with the Rights
Agreement. As used herein, "Rights" means the Preferred Stock purchase rights of
the Corporation, the terms of which are set forth in the Rights Agreement or any
similar rights issued pursuant to a similar agreement.

             (vii)  Liquidation.  In the event of any voluntary or involuntary
                    -----------
dissolution, liquidation or winding up of the Corporation (for the purposes of
this Section (vii), a "Liquidation"), before any distribution of assets shall be
made to the holders of the Common Stock or the holders of any other stock that
ranks junior to the Preferred Stock in respect of distributions upon the
Liquidation of the Corporation, the holder of each share of Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its shareholders, an amount equal to $25.00 per
share plus all dividends (whether or not declared or due) accrued and unpaid on
such share on the date fixed for the distribution of assets of the Corporation
to the holders of Preferred Stock.

                    If upon any Liquidation of the Corporation, the assets
available for distribution to the holders of Preferred Stock and any other stock
of the Corporation ranking on a parity with the Preferred Stock upon Liquidation
issued by the Corporation which shall then be outstanding (hereinafter in this
paragraph called the "Total Amount Available") shall be insufficient to pay the
holders of all outstanding shares of Preferred Stock and all other such parity
stock the full amounts (including all dividends accrued and unpaid) to which
they shall be entitled by reason of such Liquidation of the Corporation, then
there shall be paid to the holders of the Preferred Stock in connection with
such Liquidation of the Corporation, an amount equal to the product derived by
multiplying the Total Amount Available times a fraction, the numerator of which
shall be the full amount to which the holders of the Preferred Stock shall be
entitled under the terms of the preceding paragraph by reason of such
Liquidation of the Corporation and the denominator of which shall be the total
amount which would have been distributed by reason of such Liquidation of the
Corporation with respect to the

                                       36
<PAGE>

Preferred Stock upon Liquidation then outstanding had the Corporation possessed
sufficient assets to pay the maximum amount which the holders of all such stock
would be entitled to receive in connection with such Liquidation of the
Corporation.

                    The voluntary sale, conveyance, lease, exchange or transfer
of the property of the Corporation as an entirety or substantially as an
entirety, or the merger or consolidation of the Corporation into or with any
other corporation, or the merger of any other corporation into the Corporation,
or any purchase or redemption of some or all of the shares of any class or
series of stock of the Corporation, shall not be deemed to be a Liquidation of
the Corporation for the purposes of this Section (vii) (unless in connection
therewith the Liquidation of the Corporation is specifically approved).

                    The holder of any shares of Preferred Stock shall not be
entitled to receive any payment owed for such shares under this Section (vii)
until such holder shall cause to be delivered to the Corporation (A) the
certificate or certificates representing such shares of Preferred Stock and (B)
transfer instrument or instruments satisfactory to the Corporation and
sufficient to transfer such shares of Preferred Stock to the Corporation free of
any adverse interest. As in the case of the redemption price, no interest shall
accrue on any payment upon Liquidation after the due date thereof.

                    After payment of the full amount of the liquidating
distribution to which they are entitled, the holders of shares of the Preferred
Stock will not be entitled to any further participation in any distribution of
assets by the Corporation.

                    (viii)  Payments. The Corporation may provide funds for any
                            --------
payment of the redemption price for any shares of Preferred Stock or any amount
distributable with respect to any Preferred Stock under Section (vii) hereof by
depositing such funds with a bank or trust company selected by the Corporation
having a net worth of at least $50,000,000 and organized under the laws of the
United States or any state thereof, in trust for the benefit of the holder of
such shares of Preferred Stock under arrangements providing irrevocably for
payment upon satisfaction of any conditions to such payment by the holder of
such shares of Preferred Stock which shall reasonably be required by the
Corporation. The Corporation shall be entitled to make any deposit of funds
contemplated by this Section (viii) under arrangements designated to permit such
funds to generate interest or other income for the Corporation, and the
Corporation shall be entitled to receive all interest and other income earned by
any funds while they shall be deposited as contemplated by this Section (viii),
provided that the Corporation shall maintain on deposit funds sufficient to
satisfy all payments which the deposit arrangement shall have been established
to satisfy. If the conditions precedent to the disbursement of any funds
deposited by the Corporation pursuant to this Section (viii) shall not have

                                       37
<PAGE>

been satisfied within two years after the establishment of the trust for such
funds, then (1) such funds shall be returned to the Corporation upon its
request; (2) after such return, such funds shall be free of any trust which
shall have been impressed upon them; (3) the person entitled to the payment for
which such funds shall have been originally intended shall have the right to
look only to the Corporation for such payment, subject to applicable escheat
laws; and (4) the trustee which shall have held such funds shall be relieved of
any responsibility for such funds upon the return of such funds to the
Corporation.

               Any payment which may be owed for the payment of the redemption
price for any shares of the Preferred Stock pursuant to Section (v) or the
payment of any amount distributable with respect to the shares of the Preferred
Stock under Section (vii) shall be deemed to have been "paid or properly
provided for" upon the earlier to occur of: (1) the date upon which funds
sufficient to make such payment shall be deposited in a manner contemplated by
the preceding paragraph or (2) the date upon which a check payable to the person
entitled to receive such payment shall be delivered to such person or mailed to
such person at the address of such person then appearing on the books of the
Corporation.

               (ix)  Status of Reacquired Shares. Shares of Preferred Stock
                     ---------------------------
issued and reacquired by the Corporation (including, without limitation, shares
of Preferred Stock which have been redeemed pursuant to the terms of Section (v)
hereof and shares of Preferred Stock which have been converted into shares of
Common Stock) have the status of authorized and unissued shares of Class A
Preferred Stock, par value $2.00 per share, undesignated as to series, subject
to later issuance.

               (x)   Preemptive Rights. Holders of shares of Preferred Stock
                     -----------------
are not entitled to any preemptive or subscription rights in respect of any
securities of the Corporation.

               (xi)  Legal Holidays. In any case where any Dividend Payment
                     --------------
Date, redemption date or the last date on which a holder of Preferred Stock has
the right to convert such holder's shares of Preferred Stock shall not be a
Business Day (as defined below), then (notwithstanding any other provision of
this Certificate of Amendment or of the Preferred Stock) payment of a dividend
due or a redemption price or conversion of the shares of Preferred Stock need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Dividend Payment Date or
redemption date or the last day for conversion, provided that, for purposes of
computing such payment, no interest shall accrue for the period from and after
such Dividend Payment Date or redemption date, as the case may be. As used in
this Section (xi), "Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

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<PAGE>

          FIFTH:  The Secretary of State of the State of New York is hereby
designated as agent of the Corporation upon whom process against it may be
served. The post office address to which the Secretary of State shall mail a
copy of any process against the Corporation served upon him is One Wall Street,
New York, New York 10286, Attn: Legal Department, Head of Litigation.

          SIXTH:  No holder of shares of the Corporation of any class, now or
hereafter authorized, shall have any preferential or preemptive right to
subscribe for, purchase or receive any shares of the Corporation of any class,
now or hereafter authorized, or any options or warrants for such shares, or any
rights to subscribe to or purchase such shares, or any securities convertible
into or exchangeable for such shares, which may at any time be issued, sold or
offered for sale by the Corporation.

     IN WITNESS WHEREOF, the undersigned have signed this restated certificate
of incorporation on May 8, 2001 and affirm the statements contained herein as
true under the penalties of perjury.

                                   THE BANK OF NEW YORK COMPANY, INC.


                                   By     /s/ Thomas A. Renyi
                                     ------------------------------------
                                     Thomas A. Renyi
                                     Chairman and Chief Executive Officer

                                   By     /s/ Patricia A. Bicket
                                     ------------------------------------
                                     Patricia A. Bicket
                                     Assistant Secretary

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