Exhibit 3(a)1
                              AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                       PUBLIC SERVICE COMPANY OF COLORADO

      Public  Service  Company  of  Colorado,   a  Colorado   corporation   (the
"Corporation"),  pursuant to Section  7-110-106 and 107 of the Colorado Business
Corporation  Act (the "Act"),  hereby adopts the following  amended and restated
Articles of Incorporation.

                                    I.  NAME

      The name of the Corporation is:  Public Service Company of Colorado.

                            II.  PURPOSES AND POWERS

      The objects for which the  Corporation is formed and  incorporated  are as
follows:

            1.    To  manufacture,   generate,   produce,  supply,   distribute,
transmit and sell gas (natural or artificial),  electricity,  steam,  steam heat
and other  substances,  forces and  energies,  for the  purpose of light,  heat,
fuel,  power  or for  any  other  purpose  to  which  the  same  are  now or may
hereafter,  in  the  course  of new  discoveries,  improvements  or  inventions,
properly be put.

            2.    To construct,  purchase,  condemn, lease or otherwise acquire,
maintain   and  operate   plants  and  works  for   manufacturing,   generating,
producing,   supplying  and  distributing  gas,  electricity,  steam  and  other
substances,  forces and energies, and to construct,  purchase, condemn, lease or
otherwise  acquire,  maintain  and  operate  lines of mains and other  pipes and
conductors,  and lines of poles, wires and other conductors and appliances,  and
lands  and  rights  of  way  for  the  purpose  of   conveying,   supplying  and
distributing  gas  (natural  or  artificial),   electricity,   steam  and  other
substances,  forces and energies,  through highways,  streets, alleys and public
and private  lands and places as the interests of the  Corporation  may require;
and to make  excavations  and  constructions  for the  purpose of  constructing,
repairing and making connections with the same.

            3.    To apply for,  take out,  purchase or otherwise  acquire,  use
or enjoy,  and to sell,  assign,  license and  otherwise  dispose of any and all
inventions,  improvements,  processes,  formulae,  letters  patent,  copyrights,
trade-marks,   trade  names  and  incorporeal  rights  of  any  and  every  kind
whatsoever.

            4.    To  purchase,  lease,  acquire  by merger,  consolidation,  or
otherwise own,  manage,  control,  maintain and operate the properties,  rights,
franchises  and  immunities of any gas,  electric,  or steam heating  company or
companies now or hereafter organized.

            5.    To manufacture,  purchase,  lease,  sell, or otherwise dispose
of electric,  gas,  steam heating and  refrigerating  apparatus,  appliances and
supplies of every kind and nature.

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            6.    To  purchase  or  otherwise  acquire,   own,  hold,  mortgage,
pledge,  sell or  otherwise  dispose of,  bonds,  debentures,  notes,  shares of
stock or other  securities  and  evidences  of  indebtedness  of any  company or
companies,  without  limit in amount,  and to issue and exchange for such bonds,
debentures,  notes,  stocks  and  other  securities,  its own  shares  of stock,
bonds, debentures,  notes or other obligations,  to have and exercise in respect
thereto all the rights,  powers and  privileges  of individual  owners  thereof,
and to  exercise  all voting  power  thereon in  furtherance  of the objects and
purposes of this Corporation.

            7.    To  purchase,  condemn,  lease  or  otherwise  acquire,  take,
hold, operate,  or otherwise enjoy, sell, convey,  lease or otherwise dispose of
any real or  personal  property,  rights,  rights of way,  ditch  rights,  water
appropriations,  easements and  franchises,  in  furtherance  of the objects and
purposes of this Corporation.

            8.    To purchase,  lease,  or  otherwise  acquire coal lands and to
mine,  manage  and  operate  the same for the  purpose of  supplying  its works,
plants and others with coal;  to sell,  lease or  otherwise  dispose of the same
or any part  thereof,  at pleasure;  and to sell or dispose of coal,  coke,  and
any and all of the products of its works and plants.

            9.    To construct,  purchase,  lease, acquire, operate and maintain
lines   of   electric   railway   and   all   equipments,   buildings,   plants,
constructions,  machinery and appurtenances  necessary  therefor,  and to obtain
all requisite easements by condemnation or otherwise.

            10.   To borrow  money,  without  limit as to amount,  and  execute,
issue,  negotiate and deliver its notes, bonds,  debentures or other obligations
therefor,  and without action of its  stockholders  to mortgage or pledge any or
all  of  its  property,  rights,  interests  and  franchises,  owned  or  to  be
acquired,  as  security  for such  notes,  bonds or  other  obligations;  and to
guarantee  or become  surety in respect of bonds,  notes or other  evidences  of
indebtedness or other obligations of any individual or entity.

            11.   To lease,  sell,  or  otherwise  dispose  of any or all of its
properties,  rights, interests,  franchises and immunities, to any other persons
or  entities,  and to merge or  consolidate  therewith  or to  arrange  with any
entities or persons by  contract,  lease or  otherwise,  for the  operation  and
maintenance  of  the  mains,  lines,  wires,   poles,   conductors,   apparatus,
appliances, works, plants or coal mines of this Corporation, or any of them.

            12.   To purchase,  hold, pledge,  sell, or otherwise dispose of its
own capital  stock,  provided that as to any such purchase  thereof no funds may
be  used  therefor  which  would  cause  an  impairment  of the  capital  of the
Corporation.

            13.   To develop,  acquire,  own, operate and dispose of any and all
other lawful businesses.

            14.   To have and exercise  any or all such  incidental  powers,  in
addition  to those  hereinabove  enumerated,  as shall be  requisite,  proper or
convenient to accomplish the objects and powers aforesaid.

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                                      III. TERM

      The Corporation shall have perpetual existence.

                             IV.  BOARD OF DIRECTORS

      A.    Bylaws;  Officers.  The  Board  of  Directors  of  this  Corporation
shall  have  power to make  from  time to time such  prudential  bylaws  for the
government  of the  corporation  as they may deem proper,  and to amend,  repeal
and revise the same.  The Board of Directors  shall also have power to designate
such  officers and agents as may be  necessary  or expedient  and to appoint and
remove  the  same at  pleasure  and to fix the  salaries  of such  officers  and
agents.

      B.    Number.  The number of directors of the  Corporation  shall be fixed
by the Bylaws  or, if the Bylaws  fail to fix such  number,  then by  resolution
adopted from time to time by the board of directors.

      C.    Conflicting  Interest  Transactions.  As  used  in  this  paragraph,
"conflicting  interest  transaction"  means any of the following:  (i) a loan or
other  assistance by the  Corporation to a director of the  Corporation or to an
entity in which a director  of the  Corporation  is a director or officer or has
a financial  interest;  (ii) a guaranty by the Corporation of an obligation of a
director  of the  Corporation  or of an  obligation  of an  entity  in  which  a
director  of the  Corporation  is a  director  or  officer  or  has a  financial
interest;  or (iii) a contract  or  transaction  between the  Corporation  and a
director of the  Corporation or between the  Corporation  and an entity in which
a  director  of the  Corporation  is a director  or  officer or has a  financial
interest.  No conflicting  interest  transaction  shall be void or voidable,  be
enjoined,  be set aside,  or give rise to an award of damages or other sanctions
in a  proceeding  by a  shareholder  or by or in the  right of the  Corporation,
solely because the conflicting  interest  transaction involves a director of the
Corporation  or an entity in which a director of the  Corporation  is a director
or officer or has a  financial  interest,  or solely  because  the  director  is
present  at or  participates  in the  meeting  of  the  Corporation's  board  of
directors  or of the  committee  of the  board of  directors  which  authorizes,
approves or ratifies a conflicting interest  transaction,  or solely because the
director's  vote is counted for such purpose,  if: (A) the material  facts as to
the  director's  relationship  or interest  and as to the  conflicting  interest
transaction  are  disclosed  or are  known  to the  board  of  directors  or the
committee,  and the board of directors  or  committee in good faith  authorizes,
approves or ratifies the  conflicting  interest  transaction by the  affirmative
vote  of  a  majority   of  the   disinterested   directors,   even  though  the
disinterested  directors  are less than a quorum;  or (B) the material  facts as
to the director's  relationship or interest and as to the  conflicting  interest
transaction  are  disclosed  or are known to the  shareholders  entitled to vote
thereon, and the conflicting  interest  transaction is specifically  authorized,
approved  or  ratified  in good  faith by a vote of the  shareholders;  or (C) a
conflicting  interest  transaction is fair as to the  Corporation of the time it
is  authorized,  approved  or ratified  by the board of  directors,  a committee
thereof,  or the  shareholders.  Common or  interested  directors may be counted
in  determining  the presence of a quorum at a meeting of the board of directors
or of a  committee  which  authorizes,  approves  or  ratifies  the  conflicting
interest transaction.

      D.    Loans and  Guaranties  for the  Benefit of  Directors.  Neither  the
board of  directors  nor any  committee  thereof  shall  authorize a loan by the
Corporation  to a  director  of the  Corporation  or to an  entity  in  which  a
director  of the  Corporation  is a  director  or  officer  or  has a  financial
interest, or a

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guaranty by the  Corporation  of an obligation of a director of the  Corporation
or of an  obligation  of an entity in which a director of the  Corporation  is a
director or officer or has a financial  interest,  until at least ten days after
written  notice of the proposed  authorization  of the loan or guaranty has been
given to the  shareholders  who would be entitled  to vote  thereon if the issue
of the  loan or  guaranty  were  submitted  to a vote of the  shareholders.  The
requirements  of this  Section D are in  addition  to,  and not in  substitution
for, the provisions of Section C of this Article IV.


                           V.  LIMITATION OF LIABILITY

      To the  maximum  extent  permitted  by   "7-108-402  of the  Act  (or  any
successor to such section),  a director of the  Corporation  shall not be liable
to the  Corporation  or its  shareholders  for  monetary  damages  for breach of
fiduciary  duty as a  director.  Neither the  amendment,  nor the repeal of this
Article,  nor the adoption of any  provision  of the  Articles of  Incorporation
inconsistent  with  this  Article,  shall  eliminate  or reduce  the  protection
afforded by this  Article to a director of the  Corporation  with respect to any
matter  which  occurred,  or any cause of  action,  suit or claim  which but for
this Article would have accrued or arisen,  prior to such  amendment,  repeal or
adoption.

                              VI.  INDEMNIFICATION

      To the maximum extent  permitted by law, the  Corporation  shall indemnify
any person who is or was a director,  officer,  agent,  fiduciary or employee of
the Corporation  against any claim,  liability,  loss or expense arising against
or  incurred by such person as a result of  circumstances,  events,  actions and
omissions  occurring in such capacity.  The  Corporation  further shall have the
authority  to maintain  insurance at the  Corporation's  expense  providing  for
such indemnification,  including insurance with respect to claims,  liabilities,
losses and expenses  against which the Corporation  would not otherwise have the
power to indemnify such persons.

                               VII.  CAPITAL STOCK

      A.    Authorized   Capital.   The   authorized   capital   stock   of  the
Corporation shall consist of the following three classes of capital stock:

            1.    Three  million  (3,000,000)  shares of preferred  stock with a
par value of One  Hundred  Dollars  ($100)  per share  ("Cumulative  Preferred  
Stock");

            2.    Four  million  (4,000,000)  shares of  preferred  stock with a
par value of Twenty-Five  Dollars ($25) per share ("Cumulative  Preferred Stock 
($25)"); and

            3.    One Hundred  (100)  shares of common stock with a par value of
One Cent ($.01) per share ("Common Stock").

      Whenever  hereafter the words "Cumulative  Preferred Stock" shall be used,
they  shall  refer  to all  series  or  kinds  of  Cumulative  Preferred  Stock.
Whenever  hereafter the words "Cumulative  Preferred Stock ($25)" shall be used,
they shall refer to all series or kinds of Cumulative Preferred Stock ($25).

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The two  authorized  classes  of  preferred  stock -- the  Cumulative  Preferred
Stock and the  Cumulative  Preferred  Stock ($25) -- are  sometimes  referred to
hereinafter together as the "Preferred Stock".

      B.    Nonassessable.  All  shares  of  capital  stock  of the  Corporation
shall be nonassessable

      C.    Cumulative  Voting.  Cumulative  voting  shall not be  permitted  in
any case.

      D.    Preemptive  Rights.  No holder of  shares  of  capital  stock of the
Corporation,  of any  class,  shall be  entitled  as a matter of  right,  on the
basis of preemptive  rights or otherwise,  to subscribe for, purchase or receive
any  shares of stock,  any  warrants,  rights or  options  for the  purchase  or
acquisition of shares of stock,  or any bonds,  debentures or other  obligations
which shall be convertible  into or exchangeable  for stock or to which shall be
attached or appertain any warrants,  instruments  or other rights to purchase or
acquire stock,  which the  Corporation  may determine to issue or sell from time
to time. All such  additional  issues of stock,  rights,  options,  or of bonds,
debentures or other  obligations  convertible into or exchangeable for stock, or
to which  such  warrants  shall be  attached  or  appertain,  may be issued  and
disposed of as  determined  by the Board of  Directors  to such persons and upon
such terms as in their absolute discretion they may deem advisable.

      E.    Changes in Capital  Stock.  The  Corporation  reserves  the right to
increase  or  decrease  its  authorized  capital  stock,  or any class or series
thereof,  or to reclassify  the same and to amend,  alter,  change or repeal any
provision  contained  in these  Articles of  Incorporation  or in any  amendment
hereto,  in the manner now or hereafter  prescribed  by law, but subject to such
conditions and limitations as are herein  prescribed,  and all rights  conferred
upon shareholders in these Articles of  Incorporation,  or any amendment hereto,
are granted subject to this reservation.

      F.    "Outstanding".  No  share  of  stock  or  evidence  of  indebtedness
shall be deemed to be  "outstanding",  as that term is used in these Articles of
Incorporation,  if,  prior to or  concurrently  with the event in  reference  to
which a  determination  as to the amount thereof  outstanding is to be made, the
requisite  funds for the  redemption  thereof  shall be  deposited  in trust for
that  purpose  and the  requisite  notice for the  redemption  thereof  shall be
given or the  depositary  of such  funds  shall be  irrevocably  authorized  and
directed to give or complete such notice or redemption.

      G.     Negation  of  Equitable  Interests  in Shares or  Rights.  Unless a
person is recognized  as a shareholder  through  procedures  established  by the
Corporation  pursuant  to  "7-107-204  of  the  Act  or  any  similar  law,  the
Corporation  shall be entitled to treat the  registered  holder of any shares of
the  Corporation  as the owner  thereof for all  purposes  permitted by the Act,
including  without  limitation  all rights  deriving  from such shares,  and the
Corporation  shall not be bound to  recognize  any  equitable or other claim to,
or interest in, such shares or rights  deriving  from such shares on the part of
any other  person,  including  without  limitation,  a  purchaser,  assignee  or
pledgee  of such  shares or of rights  deriving  from such  shares,  unless  and
until such purchaser,  assignee,  pledgee or other person becomes the registered
holder of such shares or is recognized as such,  whether or not the  Corporation
shall  have  either  actual  or  constructive  notice  of the  interest  of such
purchaser,  assignee,  pledgee or other  person.  By way of  example  and not of
limitation,  no such  purchaser,  assignee,  pledgee  or other  person  shall be
entitled  to receive  notice of any  meetings of  shareholders,  to vote at such
meetings,  to  examine a list of  shareholders,  to be paid  dividends  or other
sums payable to shareholders, or to own, enjoy and exercise any

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other  rights  deriving  from  such  shares,  until  such  purchaser,  assignee,
pledgee or other  person has become the  registered  holder of such shares or is
recognized as such.

                         VIII.  PREFERRED STOCK-GENERAL

      A.    Designation  by Board.  The Board of Directors  of the  Corporation,
without  action by the  holders  of shares  of stock of the  Corporation  of any
class,  is hereby  authorized,  in the  appropriate  manner required by the Act,
subject to the specific  provisions  set forth in these Articles  below,  to fix
the  distinctive  designation  of any  series  of the  Corporation's  authorized
Preferred  Stock  proposed  to be issued  and to fix,  in  respect  to each such
series:

            1.    the annual  dividend  rate or rates  thereof,  and the date or
dates from which dividends thereon shall be cumulative;

            2.    the amount or amounts  payable to the  holders  thereof on any
voluntary liquidation, dissolution or winding up of the Corporation;

            3.    the amount or amounts payable upon redemption thereof;

            4.    the  provisions  of the sinking  funds,  if any,  with respect
thereto;

            5.    the number of shares to constitute each new series;

            6.    the conversion rights, if any, with respect thereto; and

            7.    such  other  provisions  relating  to the  shares  of each new
series,   not   inconsistent   with  the   provisions   of  these   Articles  of
Incorporation, as the Board of Directors may by law be permitted to fix.

      B.    Dividends.  The holders of the  Preferred  Stock,  in  preference to
the  holders  of any stock  ranking  junior  to the  Preferred  Stock,  shall be
entitled to receive  cash  dividends,  at such rate as may be fixed by the Board
of Directors and no more,  payable  quarter-yearly  on March first,  June first,
September  first and  December  first in each year,  when and as declared by the
Board of  Directors,  out of any  funds  of the  Corporation  legally  available
therefor.  Such dividends  shall be cumulative  from the date provided  therefor
in the  instrument  creating  such series of Preferred  Stock and shall be paid,
or declared and set apart for payment,  before any  dividends  shall be declared
or paid on or set  apart  for the  Common  Stock  or any  other  class  of stock
ranking  junior to the  Preferred  Stock as to dividends  or assets,  so that if
for any past dividend  period or the current  dividend  period  dividends on the
Preferred  Stock  shall  not have  been  paid,  or  declared  and set  apart for
payment,  the  deficiency  shall be fully paid or  declared  and funds set apart
for the payment  thereof  before any  dividends  shall be declared or paid on or
set apart for any class of stock  ranking  junior to the  Preferred  Stock as to
dividends  or  assets.  No  dividends  shall at any time be paid on or set apart
for any share of  Preferred  Stock  unless at the same time there  shall be paid
on or set apart for all shares of  Preferred  Stock then  outstanding  dividends
in such amount that the holders of all shares of Preferred  Stock shall  receive
or have set apart for them a uniform  percentage of the full annual  dividend to
which  they are  respectively  entitled.  The term  "dividend  period",  as used
herein,  refers to each period of three  consecutive  calendar  months ending on
the day
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      next  preceding  each  date on  which  dividends,  if  declared,  shall be
payable.  All shares of Cumulative  Preferred Stock,  regardless of designation,
shall  constitute  one  class of stock  and,  excepting  only as to the rates of
dividends  payable  thereon,  the  premiums  payable on  voluntary  liquidation,
dissolution  or winding up, the  redemption  prices  thereof,  the provisions of
the sinking fund, if any,  conversion  rights,  if any, and other provisions not
inconsistent  with the provisions of this Article,  with respect thereto,  shall
be of equal rank and confer  equal rights upon the holders  thereof.  All shares
of  Cumulative  Preferred  Stock  bearing  the  same  dividend  rate  and  being
otherwise  alike in all  respects  (except as to the date from  which  dividends
thereon  shall  be  cumulative)   shall  constitute  one  series  of  Cumulative
Preferred Stock. All shares of Cumulative  Preferred Stock ($25),  regardless of
designation,  shall constitute one class of stock and,  excepting only as to the
rates  of  dividends   payable  thereon,   the  premiums  payable  on  voluntary
liquidation,  dissolution  or winding up, the  redemption  prices  thereof,  the
provisions  of the sinking fund, if any,  conversion  rights,  if any, and other
provisions not  inconsistent  with the provisions of this Article,  with respect
thereto,  shall be of equal  rank  and  confer  equal  rights  upon the  holders
thereof.  All  shares of  Cumulative  Preferred  Stock  ($25)  bearing  the same
dividend rate and being otherwise  alike in all respects  (except as to the date
from which dividends  thereon shall be cumulative)  shall  constitute one series
of Cumulative  Preferred  Stock ($25).  The Cumulative  Preferred  Stock and the
Cumulative  Preferred Stock ($25) shall be of equal rank and,  excepting only as
to matters  relating to the par values  thereof,  the voting rights with respect
thereto and the variations  between the respective  series  thereof,  all shares
of Preferred  Stock shall confer equal rights upon the holders  thereof.  Unless
and until full  cumulative  dividends as aforesaid  upon the Preferred  Stock of
all series then  outstanding  for all past dividend  periods and for the current
dividend  period shall have been paid or declared and set apart for payment,  no
dividend  whatsoever  (other  than a dividend  payable in shares of any class of
stock ranking  junior to the  Preferred  Stock as to dividends and assets) shall
be paid or  declared  on,  and no  distribution  shall  be  made or  ordered  in
respect  of,  any class of stock  ranking  junior to the  Preferred  Stock as to
dividends or assets,  and no money (other than the net  proceeds  received  from
the sale of stock  ranking  junior to the  Preferred  Stock as to  dividends  or
assets) shall be set aside or applied to the purchase or  redemption  (through a
sinking  fund  or  otherwise)  of any  class  of  stock  ranking  junior  to the
Preferred Stock as to dividends or assets.

      The term  "accrued  dividends"  shall be deemed to mean, in respect of any
share of Preferred  Stock as of any given date, the amount of dividends  payable
on such  share,  computed,  at the annual  dividend  rate fixed for such  share,
from the date on which  dividends  thereon  became  cumulative  to and including
such given date,  less the  aggregate  amount of all  dividends  which have been
paid or which  have  been  declared  and set apart for  payment  on such  share.
Accumulations of dividends shall not bear interest.

      C.    Liquidation.  In  the  event  of  the  liquidation,  dissolution  or
winding up, whether  voluntary or involuntary,  of the Corporation,  the holders
of shares of Preferred  Stock shall be entitled,  in  preference to any class of
stock  ranking  junior to the Preferred  Stock as to dividends or assets,  to be
paid in full, out of the net assets of the  Corporation,  the par value of their
shares  plus an amount  equal to the  accrued  dividends  on such  shares to the
date of distribution.  In the event such liquidation,  dissolution or winding up
of the  Corporation is voluntary,  the holders of any series of Preferred  Stock
shall also be entitled to receive for each  share,  in  preference  to any class
of stock ranking junior to the Preferred  Stock as to dividends or assets,  such
premium or  premiums  as may be fixed for shares of such  series by the Board of
Directors.  Unless  and until  such  payment  in full is made to the  holders of
shares of Preferred  Stock, no distribution  shall be made to any class of stock
ranking  junior to the  Preferred  Stock as to dividends or assets.  If upon any
liquidation, dissolution or winding
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      up, the assets  distributable  among the holders of the Preferred Stock of
all  series   shall  be   insufficient   to  permit  the  payment  of  the  full
preferential  amounts to which they shall be entitled  then the entire assets of
the  Corporation  to be distributed  shall be  distributed  among the holders of
the  Preferred  Stock of all series then  outstanding  ratably in  proportion to
the full  preferential  amounts  to  which  they are  respectively  entitled.  A
statutory  consolidation or merger of the Corporation  shall not be deemed to be
a liquidation,  dissolution or winding up of the Corporation  within the meaning
of this Section C.

      D.    Redemption.  The Board of  Directors of the  Corporation  shall have
the  right at any  time or from  time to time to  redeem  all or any part of the
Preferred  Stock or all or any part of the shares of one or more series  thereof
upon and by paying  the  holders  of the shares to be  redeemed  the  redemption
price or prices of said shares,  which shall  include,  in each case,  an amount
equal  to  the  accrued   dividends  on  said  shares  to  the  date  fixed  for
redemption.  The  redemption  price or  prices  shall  be fixed by the  Board of
Directors.  Not less than  thirty  (30) nor more than  sixty  (60) days prior to
the date fixed for  redemption of any shares of Preferred  Stock,  notice of the
intention  of the  Corporation  to redeem such shares,  specifying  the date and
place of  redemption,  shall be deposited in a United States post office or mail
box at any place in the  United  States  addressed  to each  holder of record of
the shares to be redeemed at his  address as the same  appears  upon the records
of the  Corporation  and the time of such mailing shall be deemed to be the time
of the  giving of such  notice.  In every case of  redemption  of fewer than all
the  outstanding  shares of any one  series of  Preferred  Stock,  the shares of
such  series to be  redeemed  shall be  chosen  by lot in such  manner as may be
prescribed  by  resolution  of the  Board  of  Directors.  The  Corporation  may
deposit  with a bank or trust  company,  which  shall be named in the  notice of
redemption  and shall be  located  in  Denver,  Colorado,  or in the City of New
York,  New York,  and which bank or trust company  shall have  capital,  surplus
and  undivided  profits   aggregating  at  least   $10,000,000,   the  aggregate
redemption  price  of the  shares  to be  redeemed,  in  trust  for the  payment
thereof on or before the  redemption  date to the holders of such  shares,  upon
surrender of the  certificates  for such  shares.  Such deposit in trust may, at
the option of the  Corporation,  be upon terms whereby in case the holder of any
shares of  Preferred  Stock  called for  redemption  shall  not,  within six (6)
years after the date fixed for  redemption  of such shares,  claim the amount on
deposit with any bank or trust company for the payment of the  redemption  price
of said shares,  such bank or trust  company  shall on demand pay to or upon the
written  order of the  Corporation  or its  successor  such amount and thereupon
such  bank or  trust  company  shall  be  released  from  any  and  all  further
liability  with respect to the payment of such  redemption  price and the holder
of said  shares  shall  be  entitled  to look  only  to the  Corporation  or its
successor for the payment  thereof.  Upon the giving of notice of redemption and
upon the deposit of the redemption  price, as aforesaid  (subject,  as to shares
of any series, to such conversion  rights, if any,  pertaining to such series as
may be fixed for the shares  thereof),  or, if no such deposit is made, upon the
redemption  date  (unless  the  Corporation  defaults  in making  payment of the
redemption  price as set forth in such  notice),  such holders shall cease to be
shareholders  with  respect  to said  shares,  and from and after the  making of
said  deposit  and the  giving  of said  notice  (subject,  as to  shares of any
series, to such conversion  rights, if any,  pertaining to such series as may be
fixed  for the  shares  thereof),  or,  if no such  deposit  is made,  after the
redemption date (the  Corporation not having  defaulted in making payment of the
redemption  price as set forth in such  notice),  said shares shall no longer be
transferable  on the books of the  Corporation,  and the said holders shall have
no interest in or claim  against the  Corporation  with  respect to said shares,
but shall be  entitled  only to receive the  redemption  price on the date fixed
for  redemption  as  aforesaid  from  said  bank or trust  company,  or from the
Corporation,  without  interest  thereon,  upon surrender of the certificates as
aforesaid.
                                       8
<PAGE>

      Nothing herein  contained  shall limit any legal rights of the Corporation
to purchase any shares of the Preferred Stock.

      E.    Voting.

            1.    So long as any  shares of  Preferred  Stock of any  series are
outstanding  the  Corporation  shall not,  without the  affirmative  vote of the
holders  of  at  least  two-thirds  of  the  outstanding  shares  of  Cumulative
Preferred Stock of all series,  voting as one class,  and the  affirmative  vote
of the holders of at least  two-thirds of the  outstanding  shares of Cumulative
Preferred Stock ($25) of all series, voting as one class:

                  (a)   Amend   the    provisions    of   these    Articles   of
      Incorporation  so as to create or  authorize  any stock  ranking  prior in
      any respect to the Preferred Stock or issue any such stock; or

                  (b)   Change,    by   amendment    to   these    Articles   of
      Incorporation  or  otherwise,  the terms and  provisions  of the Preferred
      Stock  so as to  affect  adversely  the  rights  and  preferences  of  the
      holders thereof;  provided,  however,  that if any such change will affect
      adversely the holders of shares of either the Cumulative  Preferred  Stock
      or the Cumulative  Preferred Stock ($25) at the time outstanding,  but not
      both,  the  consent  only of the  holders  of at least  two-thirds  of the
      outstanding  shares of the class of Preferred Stock so adversely  affected
      shall be required;  and  provided,  further,  that if any such change will
      affect  adversely  the  holders of one or more,  but less than all, of the
      series of either class of  Preferred  Stock at the time  outstanding,  the
      consent  only of the holders of at least  two-thirds  of the total  number
      of shares of the series so adversely affected shall be required.

      No  consent  of the  holders  of  Preferred  Stock  shall be  required  in
respect of any transaction  enumerated in this  subparagraph ( 1) if at or prior
to the time when such  transaction  is to take effect  provision is made for the
redemption  or other  retirement  of all shares of  Preferred  Stock at the time
outstanding, the consent of which would otherwise be required hereunder.

            2.    So long as any  shares of  Preferred  Stock of any  series are
outstanding  the  Corporation  shall not,  without  the  affirmative  vote of at
least  two-thirds  of the voting  power of the  outstanding  shares of Preferred
Stock of all series,  voting for such  purpose as a single  class in such manner
that the  holders of the  Cumulative  Preferred  Stock shall have four (4) votes
per share and the  holders of the  Cumulative  Preferred  Stock ($25) shall have
one (1) vote per  share,  issue any shares of  Preferred  Stock or shares of any
stock  ranking on a parity  with the  Preferred  Stock,  other than in  exchange
for, or for the purpose of  effecting  the  redemption  or other  retirement  of
outstanding  shares of  Preferred  Stock,  or shares of any stock  ranking  on a
parity therewith, having no less than the same aggregate par value, unless

                  (a)   The  gross  income   (determined   in  accordance   with
      generally  accepted  accounting  principles) of the Corporation  available
      for the  payment  of  interest  charges  shall,  for a  period  of  twelve
      consecutive  calendar  months  within the  fifteen  calendar  months  next
      preceding  the issue of such  shares,  have been at least one and one-half
      (1-1/2)  times  the sum of (i) the  interest  for one  year on all  funded
      indebtedness  and notes  payable  of the  Corporation  maturing  more than
      twelve
                                       9

<PAGE>

                  months after,  and  outstanding  at, the date of issue of such
      shares,  and (ii) an  amount  equal to the  dividend  requirement  for one
      year on all shares of the  Preferred  Stock of all series and on all other
      shares  of  stock,  if any,  ranking  prior  to or on a  parity  with  the
      Preferred  Stock,  which  shall  be  outstanding  after  the  issue of the
      shares proposed to be issued; and

                  (b)   The  capital  represented  by the  Common  Stock and the
      surplus  accounts of the Corporation  shall be not less than the aggregate
      amount payable on the involuntary  dissolution,  liquidation or winding up
      of the  Corporation,  in respect of all shares of Preferred  Stock and all
      shares  of  stock,  if  any,  ranking  prior  thereto,   or  on  a  parity
      therewith,  which  shall be  outstanding  after  the  issue of the  shares
      proposed to be issued.

      No  consent  of  the  holders  of  Cumulative  Preferred  Stock  shall  be
required in respect of any  transaction  described in this  subparagraph  (2) if
at or prior to the time when such  transaction  is to take effect  provision  is
made  for the  redemption  or  other  retirement  of all  shares  of  Cumulative
Preferred  Stock at the time  outstanding,  and no  consent  of the  holders  of
Cumulative   Preferred   Stock  ($25)  shall  be  required  in  respect  of  any
transaction  described in this  subparagraph (2) if at or prior to the time when
such  transaction  is to take effect  provision  is made for the  redemption  or
other  retirement of all shares of Cumulative  Preferred Stock ($25) at the time
outstanding.

            3.    So long as any  shares of  Preferred  Stock of any  series are
outstanding,  the Corporation  shall not,  without the affirmative  vote of more
than one-half of the voting power of the  outstanding  shares of Preferred Stock
of all  series,  voting as one class for such  purpose in such  manner  that the
holders of the  Cumulative  Preferred  Stock shall have four (4) votes per share
and the  holders of the  Cumulative  Preferred  Stock  ($25)  shall have one (1)
vote per share:

                  (a)   Issue or  assume  any  unsecured  notes,  debentures  or
      other  securities  representing  unsecured  indebtedness  for any  purpose
      other  than  the   refunding   of  secured   or   unsecured   indebtedness
      theretofore  created or assumed by the  Corporation  and then  outstanding
      or the retiring,  by  redemption or otherwise,  of shares of the Preferred
      Stock  or  shares  of any  stock  ranking  prior  thereto  or on a  parity
      therewith,  if  immediately  after  such  issue or  assumption  the  total
      principal  amount of all unsecured  notes,  debentures or other securities
      representing  unsecured  indebtedness issued or assumed by the Corporation
      and  then  outstanding  would  exceed  fifteen  per  centum  (15%)  of the
      aggregate  of (i)  the  total  principal  amount  of all  bonds  or  other
      securities  representing  secured  indebtedness  issued or  assumed by the
      Corporation  and then  outstanding,  and (ii) the total of the capital and
      surplus of the Corporation, as then recorded on its books; or

                  (b)   Merge or  consolidate  with  any  other  corporation  or
      corporations or sell the property of the  Corporation as or  substantially
      as an entirety unless such merger,  consolidation  or sale or the issue or
      assumption  of all  securities  to be  issued  or  assumed  in  connection
      therewith   shall  have  been  ordered,   approved  or  permitted  by  any
      regulatory  authority then having  jurisdiction in the premises;  provided
      that the  provisions  of this  clause (b) shall not apply to any  mortgage
      of all or  substantially  all the  property  of the  Corporation,  or to a
      purchase  or  other  acquisition  by  the  Corporation  of the  assets  or
      franchises of another corporation, or to any other transaction which does
                                       10

<PAGE>

      not include such a merger,  consolidation or sale of property, or to any
      merger  or  consolidation  with or sale to a  subsidiary  or subsidiaries
      of the Corporation.

      No  consent of the  holders of the  Cumulative  Preferred  Stock  shall be
required by reason of the  provisions of this  subparagraph  (3) if, at or prior
to the issue of any such  securities  representing  unsecured  indebtedness,  or
such  consolidation,  merger or sale,  provision is made for the  redemption  or
other  retirement of all shares of Cumulative  Preferred Stock then  outstanding
and no consent of the holders of the Cumulative  Preferred  Stock ($25) shall be
required by reason of the  provisions of this  subparagraph  (3) if, at or prior
to the issue of any such  securities  representing  unsecured  indebtedness,  or
such  consolidation,  merger or sale,  provision is made for the  redemption  or
other  retirement  of all  shares  of  Cumulative  Preferred  Stock  ($25)  then
outstanding.

            4.    No  provision  contained  in  subparagraphs  1, 2 or 3 of this
Section E is intended or shall be  construed  to relieve  the  Corporation  from
compliance  with  any  applicable  statutory  provision  requiring  the  vote or
consent  of a  greater  number  of the  outstanding  shares  of  the  Cumulative
Preferred Stock or the Cumulative Preferred Stock ($25).

      F.    Divided  Arrearages.  No  holder  of the  Preferred  Stock  shall be
entitled  to vote for the  election  of  directors  or in respect of any matter,
except as provided in  subparagraph  1, 2 and 3 of  paragraph E of this  Article
VIII,  or as  hereinafter  provided  in this  Section,  or as may be required by
law. If, however,  dividends  payable on the  outstanding  Preferred Stock shall
be  accumulated  and unpaid in an amount  equivalent to four (4)  quarter-yearly
dividends,  the holders of such  Preferred  Stock  shall be entitled  thereafter
and until,  but only until,  all such  accumulated  and unpaid  dividends  shall
have been fully paid or  declared  and funds set apart for the  payment  thereof
(a) voting for such  purpose as a single  class in such  manner that the holders
of the  Cumulative  Preferred  Stock shall have four (4) votes per share and the
holders of the  Cumulative  Preferred  Stock  ($25)  shall have one (1) vote per
share,  at  each  succeeding  annual  meeting  of  shareholders,  to  elect  the
smallest  number of directors  necessary  to  constitute a majority of the Board
of Directors,  the remaining  directors to be elected as usual by the holders of
the Common Stock;  and (b) to vote on all questions  other than for the election
of directors in such manner that the holders of the Cumulative  Preferred  Stock
shall  have  twenty  (20)  votes  per share and the  holders  of the  Cumulative
Preferred  Stock  ($25)  shall have five (5) votes per share;  provided  that if
and when profits  available for dividends are in excess of such  accumulated and
unpaid  dividends,  then the declaration and payment of such dividends shall not
be unreasonably withheld.

      In  consideration  of the issue by the  Corporation,  and the  purchase by
the holders  thereof,  of shares of the capital stock of the  Corporation,  each
and every  present  and  future  holder of  shares of the  capital  stock of the
Corporation  shall be conclusively  deemed, by acquiring or holding such shares,
to have  expressly  consented to all and singular  the terms and  provisions  of
this  Section F and to have  agreed  that the voting  rights of such  holder and
the  restrictions  and  qualifications  thereof  shall  be as set  forth in this
Section.

                                IX.  COMMON STOCK

      A.    Dividends.  Subject to the  limitations  set forth in these Articles
of  Incorporation,  dividends may be paid on shares of the Common Stock,  out of
any funds legally  available for the purpose,  when and as declared by the Board
of Directors.
                                       11

<PAGE>


      B.    Liquidation.  In  the  event  of  any  liquidation,  dissolution  or
winding up of the  Corporation,  whether  voluntary or involuntary,  after there
shall have been paid to or set apart for the  holders  of shares of all  classes
of stock  ranking prior to the Common Stock,  the full  preferential  amounts to
which they are  respectively  entitled  under the foregoing  provisions of these
Articles of  Incorporation,  the remaining  assets of the Corporation  available
for payment and  distribution  to shareholders  shall be distributed  ratably in
accordance with their holdings to the holders of shares of the Common Stock.

      C.    Voting.  All voting power shall vest  exclusively  in the holders of
shares of the Common Stock and such  holders  shall  constitute  the sole voting
group of the  Corporation,  except as the Act  shall  expressly  provide  to the
contrary,  and except as and to the extent  hereinbefore  in these  Articles  of
Incorporation  otherwise  provided.  Each holder of Common Stock  shall,  in the
election of directors  and upon each other matter  coming  before any meeting of
shareholders,  be entitled to one vote for each share of such stock  standing in
the name of such holder on the books of the Corporation.

                          X.  PREFERRED STOCK-BY SERIES

      A.    4-1/4% Cumulative  Preferred Stock.  There is hereby  established by
the Board of Directors a series of Cumulative  Preferred  Stock  designated  and
to be known as the  "4-1/4%  Cumulative  Preferred  Stock"  of the  Corporation.
The shares of such  series  shall have,  in  addition  to the general  terms and
characteristics  of all the authorized shares of Cumulative  Preferred Stock set
forth above, the following distinctive terms and characteristics:

            1.    the annual  dividend  rate for the shares of such series shall
be four and one-quarter percent (4.25%);

            2.    the  premium  payable  to the  holders  of the  shares of such
series,  in the event of any voluntary  liquidation,  dissolution  or winding up
of the Corporation, shall be one percent (1%) of the par value thereof;

            3.    the  redemption  price payable to the holders of the shares of
such  series  shall be $101  per  share  plus an  amount  equal  to the  accrued
dividends to the date fixed for redemption; and

            4.    the number of  authorized  shares of such series  shall be One
Hundred Seventy Five Thousand (175,000).

      B.    4.20%  Cumulative  Preferred Stock.  There is hereby  established by
the Board of  Directors a series of  Cumulative  Preferred  Stock which shall be
designated  and  known  as  the  "4.20%  Cumulative   Preferred  Stock"  of  the
Corporation.  The shares of such series  shall have,  in addition to the general
terms and  characteristics of all the authorized shares of Cumulative  Preferred
Stock set forth above, the following distinctive terms and characteristics:

            1.    the annual  dividend  rate for the shares of such series shall
be four and two-tenths percent (4.20%);

                                       12

<PAGE>


            2.    the  premium  payable to holders of the shares of such  series
in the event of any  voluntary  liquidation,  dissolution  or  winding up of the
Corporation shall be one percent (1%) of the par value thereof;

            3.    the  redemption  price payable to the holders of the shares of
such  series  upon  the  redemption  of all or any  part of the  shares  of such
series  shall be $101 per share  plus an amount  equal to accrued  dividends  to
the date fixed for redemption; and

            4.    the  number  of  shares  constituting  such  series  shall  be
100,000.

      C.    4-1/2% Cumulative  Preferred Stock.  There is hereby  established by
the Board of  Directors a series of  Cumulative  Preferred  Stock which shall be
designated  and  known  as  the  "4-1/2%  Cumulative  Preferred  Stock"  of  the
Corporation.  The shares of such series  shall have,  in addition to the general
terms and  characteristics of all the authorized shares of Cumulative  Preferred
Stock set forth above, the following distinctive terms and characteristics:

            1.    the annual  dividend  rate for the shares of such series shall
be four and one-half percent (4-1/2%);

            2.    the  premium  payable to holders of the shares of such  series
in the event of any  voluntary  liquidation,  dissolution  or  winding up of the
Corporation shall be one percent (1 %) of the par value thereof;

            3.    the  redemption  price payable to the holders of the shares of
such  series  upon  the  redemption  of all or any  part of the  shares  of such
series  shall be $101 per share  plus an amount  equal to accrued  dividends  to
the date fixed for redemption; and

            4.    the  number  of  shares  constituting  such  series  shall  be
65,000.

      D.    4.64%  Cumulative  Preferred Stock.  There is hereby  established by
the Board of  Directors a series of  Cumulative  Preferred  Stock which shall be
designated  and  known  as  the  "4.64%  Cumulative   Preferred  Stock"  of  the
Corporation.  The shares of such series  shall have,  in addition to the general
terms and  characteristics of all the authorized shares of Cumulative  Preferred
Stock set forth above, the following distinctive terms and characteristics:

            1.    the annual  dividend  rate for the shares of such series shall
be four and sixty-four hundredths percent (4.64%);

            2.    the  premium  payable to holders of the shares of such  series
in the event of any  voluntary  liquidation,  dissolution  or  winding up of the
Corporation shall be one percent (1%) of the par value thereof;

            3.    the  redemption  price payable to the holders of the shares of
such  series  upon  the  redemption  of all or any  part of the  shares  of such
series  shall be $101 per share  plus an amount  equal to accrued  dividends  to
the date fixed for redemption; and
                                       13

<PAGE>

            4.    the  number  of  shares  constituting  such  series  shall  be
160,000.

      E.    4.90%  Cumulative  Preferred Stock.  There is hereby  established by
the Board of  Directors a series of  Cumulative  Preferred  Stock which shall be
designated  and  known  as  the  "4.90%  Cumulative   Preferred  Stock"  of  the
Corporation.  The shares of such series  shall have,  in addition to the general
terms and  characteristics of all the authorized shares of Cumulative  Preferred
Stock set forth above, the following distinctive terms and characteristics:

            1.    the annual  dividend  rate for the shares of such series shall
be four and nine-tenths percent (4.90%);

            2.    the  premium  payable to holders of the shares of such  series
in the event of any  voluntary  liquidation,  dissolution  or  winding up of the
Corporation shall be one percent (1%) of the par value thereof;

            3.    the  redemption  price payable to the holders of the shares of
such  series  upon  the  redemption  of all or any  part of the  shares  of such
series  shall be $101 per share  plus an amount  equal to accrued  dividends  to
the date fixed for redemption; and

            4.    the  number  of  shares  constituting  such  series  shall  be
150,000.

      F.    4.90%  Cumulative  Preferred  Stock,  2nd  Series.  There is  hereby
established  by the Board of Directors a series of  Cumulative  Preferred  Stock
which shall be designated and known as the "4.90%  Cumulative  Preferred  Stock,
2nd  Series"  of the  Corporation.  The shares of such  series  shall  have,  in
addition to the general terms and  characteristics  of all the authorized shares
of Cumulative  Preferred Stock set forth above, the following  distinctive terms
and characteristics:

            1.    the annual  dividend  rate for the shares of such series shall
be four and nine-tenths percent (4.90%);

            2.    the  premium  payable to holders of the shares of such  series
in the event of any  voluntary  liquidation,  dissolution  or  winding up of the
Corporation shall be one percent (1 %) of the par value thereof;

            3.    the  redemption  price payable to the holders of the shares of
such  series  upon  the  redemption  of all or any  part of the  shares  of such
series  shall be $101 per share  plus an amount  equal to accrued  dividends  to
the date fixed for redemption; and

            4.    the  number  of  shares  constituting  such  series  shall  be
150,000.

      G.    7.15%  Cumulative  Preferred Stock.  There is hereby  established by
the Board of  Directors a series of  Cumulative  Preferred  Stock which shall be
designated  and  known  as  the  "7.15%  Cumulative   Preferred  Stock"  of  the
Corporation.  The shares of such series  shall have,  in addition to the general
terms and  characteristics of all the authorized shares of Cumulative  Preferred
Stock set forth above, the following distinctive terms and characteristics:
                                       14

<PAGE>

            1.    the annual  dividend  rate for the shares of such series shall
be seven and fifteen-hundredths percent (7.15%);

            2.    the  premium  payable to holders of the shares of such  series
in the event of any  voluntary  liquidation,  dissolution  or  winding up of the
Corporation shall be one percent (1%) of the par value thereof;

            3.    the  redemption  price payable to the holders of the shares of
such  series  upon  the  redemption  of all or any  part of the  shares  of such
series  shall be $100 per share  plus an amount  equal to accrued  dividends  to
the date fixed for redemption; and

            4.    the  number  of  shares  constituting  such  series  shall  be
250,000.

      H.    7.50%  Cumulative  Preferred Stock.  There is hereby  established by
the Board of  Directors a series of  Cumulative  Preferred  Stock which shall be
designated  and  known  as  the  "7.50%  Cumulative   Preferred  Stock"  of  the
Corporation.  The shares of such series  shall have,  in addition to the general
terms and  characteristics of all the authorized shares of Cumulative  Preferred
Stock set forth above, the following distinctive terms and characteristics:

            1.    The annual  dividend  rate of the shares of such series  shall
be seven  and  one-half  percent  (7.50%)  (computed  on the  basis of a 360-day
year,  30-day  month) and such  dividend  shall be  cumulative  from the date on
which the shares of such series are originally issued.

            2.    The  liquidation  price  payable  to  holders of the shares of
such series in the event of any voluntary  liquidation,  dissolution  or winding
up of the  Corporation  shall  be the  following  percentages  of the par  value
thereof if such event shall occur during the  twelve-month  period ending on the
last day of August of the indicated year:


                 Year                          Percentage of Par Value

                 1997                                  101.75%

                 1998                                  101.50%

                 1999                                  101.25%

                 2000                                  101.00%

                 2001                                  100.75%

                 2002                                  100.50%

                 2003                                  100.25%

and 100% of the par value  thereof if such event  shall  occur at any time after
August 31,  2003,  plus,  in each case,  an amount  equal to accrued  and unpaid
dividends to the date of such payment.
                                       15

<PAGE>


            3.    The  redemption  prices  payable to the  holders of the shares
of such  series  upon the  redemption  of all or any part of the  shares of such
series shall be the  following  redemption  prices per share if redeemed  during
the twelve-month period ending on the last day of August of the indicated year:


                 Year                              Redemption Price

                 1997                                  $101.75

                 1998                                  $101.50

                 1999                                  $101.25

                 2000                                  $101.00

                 2001                                  $100.75

                 2002                                  $100.50

                 2003                                  $100.25

and $100 per share if  redeemed  at any time after  August 31,  2003,  plus,  in
each case,  an amount  equal to accrued and unpaid  dividends  to the date fixed
for redemption.

            4.

                  (a)   On  July 1,  1984,  and on each  July 1  thereafter  (so
      long  as  any  shares  of  the  7.50%   Cumulative   Preferred  Stock  are
      outstanding),  the  Corporation  shall set aside in a sinking fund for the
      purchase  of  shares  of the 7.50%  Cumulative  Preferred  Stock an amount
      from  the  legally  available  funds  of  the  Corporation  sufficient  to
      purchase  12,000  of such  shares  (or the  number  of  such  shares  then
      outstanding  if less than  12,000) at a purchase  price equal to the total
      of $100 per share plus,  in each case,  an amount equal to the accrued and
      unpaid dividends  thereon to the date of purchase.  The funds so set aside
      in the  sinking  fund  pursuant  to  this  subparagraph  (a) or any of the
      following  subparagraphs  of this  paragraph  4, shall be  deposited  in a
      separate sinking fund account.

                  (b)   Concurrently  with  setting  aside  funds in the sinking
      fund for the 7.50%  Cumulative  Preferred  Stock,  the  corporation  shall
      offer to purchase  12,000 shares of the 7.50%  Cumulative  Preferred Stock
      (or the number of such shares then  outstanding  if fewer than  12,000) at
      the purchase price specified in  subparagraph  (a) above. No redemption of
      shares of the 7.50%  Cumulative  Preferred  Stock  pursuant to paragraph 3
      above nor any purchase or other  acquisition  [other than pursuant to this
      paragraph 4] of such shares by the Corporation  shall  constitute a credit
      against the number of shares  which the  Corporation  is required to offer
      to purchase pursuant to this paragraph 4.

                  (c)   The annual  obligation of the  Corporation  to set aside
      funds in the sinking  fund for the 7.50%  Cumulative  Preferred  Stock and
      to  make  the  offer  to   purchase   shares   thereof  as   required   by
      subparagraphs  (a) and (b)  above  shall be a  cumulative  obligation  and
      shall continue in
                                       16

<PAGE>

      effect until fully  satisfied,  whether any failure of the  Corporation to
      fulfill such obligation is due to insufficiency of legally available funds
      or otherwise.  To the extent that the  Corporation  shall not have, on any
      date on which the setting aside of funds in the  sinking  fund is required
      pursuant to  subparagraph  (a) above,  funds  legally  available  for such
      purpose in the full amount  required to be set aside pursuant  thereto, it
      shall set aside in the sinking fund on such date such funds,if any, as are
      then legally  available,  and  as  soon  thereafter  as any  funds  or any
      additional funds become legally available,it shall set aside such funds in
      the sinking  fund in an amount  not in excess of the amount  necessary  to
      fulfill such cumulative  obligation.  Notwithstanding the foregoing, if at
      any time the Corporation  shall have  outstanding  any Parity Sinking Fund
      Preferred Stock other than the 7.50% Cumulative Preferred Stock,  shall be
      obligated to set aside legally available funds in the sinking fund for the
      7.50% Cumulative  Preferred  Stock and the sinking  fund or funds for such
      other Parity Sinking Fund Preferred  Stock, and shall not have  sufficient
      funds legally  available to so set aside the full amount  required for all
      such sinking funds, such legally  available funds as the Corporation  then
      has shall be distributed among all such sinking funds in proportion to the
      amounts which the Corporation  is then obligated to set aside in each such
      sinking fund.  At any time  following  the  setting  aside of funds in the
      sinking fund for the 7.50%  Cumulative  Preferred  Stock  pursuant to this
      subparagraph (c)  when  the  amount  available  in  such  sinking  fund is
      sufficient to purchase at least 2,000 shares thereof at the pricespecified
      in subparagraph (a), the Corporation shall promptly offer to purchase such
      number of whole  shares  of  7.50%  Cumulative  Preferred  Stock as may be
      purchased with such amount  available at the purchase  price  specified in
      subparagraph (a) above.

                  (d)   Any offer to  purchase  shares  of the 7.50%  Cumulative
      Preferred  Stock  pursuant to this  paragraph 4 shall be made by mailing a
      notice  thereof by first class mail,  postage  prepaid,  to each holder of
      shares of the 7.50%  Cumulative  Preferred  Stock at the  address to which
      such holder shall have  requested  that notices be sent, or if such holder
      shall  have made no such  request,  to such  holder's  address as the same
      shall appear on the stock register of the  Corporation.  Such notice shall
      specify the number of such  shares  which the  Corporation  is offering to
      purchase  hereunder  and the  date of  purchase,  which  shall  be 60 days
      after the date of any such  notice.  Each  holder  wishing to accept  such
      offer  shall  notify the  Corporation  not later than 30 days prior to the
      date of purchase of the number of such shares  which such holder  proposes
      to sell in response to such offer.

                  (e)   If the total  number  of shares of the 7.50%  Cumulative
      Preferred  Stock which all holders  accepting  such offer  propose to sell
      is fewer  than or equal to the  total  number  of such  shares  which  the
      Corporation  has offered to buy, the  Corporation  shall apply the sinking
      fund so established to purchase all such shares so offered.

                  (f)   If the total  number  of shares of the 7.50%  Cumulative
      Preferred  Stock which all holders  accepting  such offer  propose to sell
      exceeds  the  total  number  of such  shares  which  the  Corporation  has
      offered to purchase,  the number of such shares to be purchased  from each
      such holder shall be determined in the following manner:

                        (i)   The  number  of  shares  of the  7.50%  Cumulative
            Preferred  Stock to be  purchased  from  each such  holder  shall be
            equivalent  to the  lesser  of (A) the total  number of such  shares
            tendered to the  Corporation  by such holder,  and (B) the number of
            such shares

                                       17

<PAGE>

                        which bears the same  proportion  to the total number of
            such  shares to be  purchased  by the  Corporation  pursuant to such
            offer as the total  number of such shares held by such holder  bears
            to the total  number of such shares  held by all  holders  accepting
            such offer;

                        (ii)  If  the  total  number  of  shares  of  the  7.50%
            Cumulative  Preferred  Stock to be  purchased  from all such holders
            determined in  accordance  with clause (i) above shall be fewer than
            the total  number of such shares which the  Corporation  has offered
            to  purchase,  then the number of such shares to be  purchased  from
            each such holder whose number of shares was  determined  pursuant to
            subclause  (B) of clause (i) above shall be  redetermined  and shall
            be  equivalent  to the lesser of (A) the total number of such shares
            tendered to the  Corporation  by such holder,  and (B) the number of
            such shares  which bears the same  proportion  to a number  equal to
            the  difference  between  (x) the total  number of such shares to be
            purchased  by the  Corporation  pursuant  to such  offer and (y) the
            total  number of such shares to be  purchased by it from all holders
            whose number of shares was  determined  pursuant to subclause (A) of
            clause (i) above,  as the total  number of such  shares held by such
            holder whose number of shares was  determined  pursuant to subclause
            (B) of clause  (i) above  bears to the total  number of such  shares
            held by all holders whose number of shares was  determined  pursuant
            to subclause (B) of clause (i) above; and

                        (iii) If  the  total  number  of  shares  of  the  7.50%
            Cumulative  Preferred  Stock to be  purchased  from all such holders
            in  accordance  with  clauses (i) and (ii) above shall be fewer than
            the total  number of such shares which the  Corporation  has offered
            to  purchase,  then the number of such shares to be  purchased  from
            each such holder whose number of shares was  determined  pursuant to
            subclause  (B) of clause  (ii) above  shall be  redetermined  in the
            same manner as provided in clause  (ii),  until the total  number of
            such shares to be  purchased  from all holders  proposing to sell in
            response to such offer shall be  equivalent  to the total  number of
            such shares which the Corporation has offered to purchase.

            If the number of shares of the 7.50%  Cumulative  Preferred Stock to
      be  purchased  from each holder shall be  determined  in  accordance  with
      clause (i), (ii) or (iii) above,  the  Corporation  shall notify each such
      holder of the number of such shares to be  purchased  from such holder not
      later  than 15 days  prior to the date of  purchase,  and the  Corporation
      shall apply the sinking fund to the purchase of such shares.

                  (g)   On each  purchase  of  shares  of the  7.50%  Cumulative
      Preferred  Stock pursuant to this paragraph 4, the  Corporation  shall pay
      any  transfer  or other  taxes to which any holder  selling  shares to the
      Corporation  may be subject,  other than income  taxes on any  dividend or
      gain received by the holder as a result of such sale.

                  (h)   Five  days  after  the  expiration  date  of the  60-day
      period  referred to in  subparagraph  (d) above,  the balance,  if any, of
      the sinking fund not expended for the purchase and  retirement  of shares,
      after deducting any amounts  required for the payment of shares  purchased
      but not  delivered  to the  Corporation  prior  to  such  date,  shall  be
      restored to the general funds of the
                                       18

<PAGE>

                  Corporation,  free from the sinking fund  requirement  for the
      then calendar  year, but only if the  Corporation  shall have satisfied in
      full its cumulative obligation under this paragraph 4.

                  (i)   If  at  any  time  the   Corporation   shall   not  have
      satisfied in full its  cumulative  obligation  under this paragraph 4, the
      Corporation will not

                        (i)   declare,  pay,  or set  aside any  amount  for the
            payment of any dividends,  or make any  distribution,  on its Common
            Stock  or any  class  of  stock  ranking  as to  dividends  or other
            distributions  junior to shares  of the 7.50%  Cumulative  Preferred
            Stock, or

                        (ii)  redeem,  purchase or otherwise acquire,  or permit
            any  Subsidiary  to purchase  or  otherwise  acquire,  any shares of
            Common Stock or any class of stock or series  thereof  ranking as to
            dividends  or other  distributions  junior or equal to the shares of
            the 7.50%  Cumulative  Preferred  Stock  (including any other series
            of  Cumulative  Preferred  Stock),  except  that if the  Corporation
            shall set  aside  funds in the  sinking  fund or funds for any other
            Parity  Sinking Fund  Preferred  Stock in accordance  with the third
            sentence  of  subparagraph  (c)  above,  it may  redeem or  purchase
            shares  of  such  other  Parity  Sinking  Fund  Preferred  Stock  in
            partial  fulfillment  of its sinking fund  obligations  with respect
            thereto.

                  (j)   For purposes of this paragraph 4,

                        (i)   the term  "Parity  Sinking Fund  Preferred  Stock"
            shall  mean any  series  of  Preferred  Stock  (including  the 7.50%
            Cumulative  Preferred  Stock) or any other  class or series of stock
            of  the  Corporation   ranking  on  a  parity  with  the  Cumulative
            Preferred   Stock  as  to  the   payment   of   dividends   and  the
            distribution  of assets,  and the terms of which shall (A)  obligate
            the  Corporation  to provide a sinking  fund for the  redemption  or
            purchase of shares thereof,  and (B) require the Corporation,  if it
            shall not have sufficient  funds legally  available to set aside and
            deposit the full amount for all such sinking  funds,  to  distribute
            such funds as are then  available  among all such  sinking  funds in
            proportion to the amounts which the  Corporation  is then  obligated
            to  deposit  in each such  sinking  fund,  and to apply the funds so
            distributed  to the  redemption  or  purchase  of shares in  partial
            fulfillment  of its  obligation  with respect to such sinking  fund;
            and

                        (ii)  the term  "Subsidiary"  shall mean any corporation
            at least the  majority of the stock of which having  general  voting
            rights  is,  at the  time as of  which  any  determination  is being
            made,   owned  by  the   Corporation   either  directly  or  through
            Subsidiaries.

            5.    All shares of the 7.50%  Cumulative  Preferred Stock redeemed,
purchased  (including,  without  limitation,  pursuant to  paragraph 4 above) or
otherwise  acquired by the Corporation  shall be canceled.  Such shares shall be
restored  to  the  status  of  authorized  but  unissued  shares  of  Cumulative
Preferred Stock, but
                                       19

<PAGE>

            shall not be  reissued as shares of the 7.50%  Cumulative  Preferred
Stock.

            6.    The  number  of  shares  constituting  such  series  shall  be
300,000.

      I.    8.40%  Cumulative  Preferred Stock.  There is hereby  established by
the Board of  Directors a series of  Cumulative  Preferred  Stock which shall be
designated  and  known  as  the  "8.40%  Cumulative   Preferred  Stock"  of  the
Corporation.  The shares of such series  shall have,  in addition to the general
terms and  characteristics of all the authorized shares of Cumulative  Preferred
Stock set forth above, the following distinctive terms and characteristics:

            1.    The annual  dividend  rate of the shares of such series  shall
be eight and  four-tenths  percent  (8.40%)  (computed on the basis of a 360 day
year,  30-day month) and such  dividends  shall be  cumulative  from the date on
which the shares of such series are originally issued.

            2.    The  liquidation  price  payable  to  holders of the shares of
such series in the event of any voluntary  liquidation,  dissolution  or winding
up of the  Corporation  shall  be the  following  percentages  of the par  value
thereof if such event shall occur during the  twelve-month  period ending on the
last day of July of the indicated year:

                 Year                          Percentage of Par Value

                 1997                                  102.00%

                 1998                                  101.75%

                 1999                                  101.50%

                 2000                                  101.25%

                 2001                                  101.00%

                 2002                                  100.75%

                 2003                                  100.50%

                 2004                                  100.25%

and 100% of the par value  thereof if such event  shall  occur at any time after
July 31,  2004,  plus,  in each  case,  an amount  equal to  accrued  and unpaid
dividends to the date of such payment.

            3.    The  redemption  prices  payable to the  holders of the shares
of such  series  upon the  redemption  of all or any part of the  shares of such
series shall be the  following  redemption  prices per share if redeemed  during
the twelve-month period ending on the last day of July of the indicated year:


                 Year                              Redemption Price

                 1997                                  $102.00

                                       20

<PAGE>


                 1998                                  $101.75

                 1999                                  $101.50

                 2000                                  $101.25

                 2001                                  $101.00

                 2002                                  $100.75

                 2003                                  $100.50

                 2004                                  $100.25

and $100 per share if redeemed at any time after July 31,  2004,  plus,  in each
case,  an amount  equal to accrued  and unpaid  dividends  to the date fixed for
redemption.

            4.

                  (a)   On  July 1,  1985,  and on each  July 1  thereafter  (so
      long  as  any  shares  of  the  8.40%   Cumulative   Preferred  Stock  are
      outstanding),  the  Corporation  shall set aside in a sinking fund for the
      purchase  of  shares  of the 8.40%  Cumulative  Preferred  Stock an amount
      from  the  legally  available  funds  of  the  corporation  sufficient  to
      purchase  13,760  of such  shares  (or the  number  of  such  shares  then
      outstanding  if less than  13,760) at a purchase  price equal to the total
      of $100 per share plus,  in each case,  an amount equal to the accrued and
      unpaid dividends  thereon to the date of purchase.  The funds so set aside
      in the  sinking  fund  pursuant  to  this  subparagraph  (a) or any of the
      following  subparagraphs  of this  paragraph  4 shall  be  deposited  in a
      separate sinking fund account.

                  (b)   Concurrently  with  setting  aside  funds in the sinking
      fund for the 8.40%  Cumulative  Preferred  Stock,  the  Corporation  shall
      offer to purchase  13,760 shares of the 8.40%  Cumulative  Preferred Stock
      (or the number of such shares then  outstanding  if fewer than  13,760) at
      the purchase price specified in  subparagraph  (a) above. No redemption of
      shares of the 8.40%  Cumulative  Preferred  Stock  pursuant to paragraph 3
      above nor any purchase or other  acquisition  (other than pursuant to this
      paragraph 4) of such shares by the corporation  shall  constitute a credit
      against the number of shares  which the  Corporation  is required to offer
      to purchase pursuant to this paragraph 4.

                  (c)   The annual  obligation of the  Corporation  to set aside
      funds in the sinking  fund for the 8.40%  Cumulative  Preferred  Stock and
      to  make  the  offer  to   purchase   shares   thereof  as   required   by
      subparagraphs  (a) and (b)  above  shall be a  cumulative  obligation  and
      shall  continue in effect  until fully  satisfied,  whether any failure of
      the  Corporation  to fulfill such  obligation is due to  insufficiency  of
      legally  available funds or otherwise.  To the extent that the Corporation
      shall not have,  on any date on which  the  setting  aside of funds in the
      sinking  fund is  required  pursuant  to  subparagraph  (a)  above,  funds
      legally  available for such purpose in the full amount  required to be set
      aside  pursuant  thereto,  it shall set aside in the sinking  fund on such
      date  such  funds,  if any,  as are then  legally  available,  and as soon
      thereafter  as  any  funds  or  any   additional   funds  become   legally
      available, it shall

                                       21

<PAGE>

     set aside such funds in the sinking  fund in an amount not in excess of the
     amount necessary to fulfill such cumulative obligation. Notwithstanding the
     foregoing, if at any time the Corporation shall have outstanding any Parity
     Sinking  Fund  Preferred  Stock other than the 8.40%  Cumulative  Preferred
     Stock,  shall be  obligated  to set aside  legally  available  funds in the
     sinking fund for the 8.40% Cumulative  Preferred Stock and the sinking fund
     or funds for such other Parity Sinking Fund Preferred  Stock, and shall not
     have  sufficient  funds  legally  available to so set aside the full amount
     required for all such sinking funds,  such legally  available  funds as the
     Corporation  then has shall be distributed  among all such sinking funds in
     proportion to the amounts which the  Corporation  is then  obligated to set
     aside in each such sinking fund. At any time following the setting aside of
     funds in the sinking fund for the 8.40% Cumulative Preferred Stock pursuant
     to this subparagraph (c), when the amount available in such sinking fund is
     sufficient to purchase at least 2,000 shares thereof at the price specified
     in subparagraph  (a), the Corporation shall promptly offer to purchase such
     number  of whole  shares  of  8.40%  Cumulative  Preferred  Stock as may be
     purchased  with such amount  available at the purchase  price  specified in
     subparagraph (a) above.

                  (d)   Any offer to  purchase  shares  of the 8.40%  Cumulative
      Preferred  Stock  pursuant to this  paragraph 4 shall be made by mailing a
      notice  thereof by first class mail,  postage  prepaid,  to each holder of
      shares of the 8.40%  Cumulative  Preferred  Stock at the  address to which
      such holder shall have  requested  that notices be sent, or if such holder
      shall  have made no such  request,  to such  holder's  address as the same
      shall appear on the stock register of the  Corporation.  Such notice shall
      specify the number of such  shares  which the  Corporation  is offering to
      purchase  hereunder  and the  date of  purchase,  which  shall  be 60 days
      after the date of any such  notice.  Each  holder  wishing to accept  such
      offer  shall  notify the  Corporation  not later than 30 days prior to the
      date of purchase of the number of such shares  which such holder  proposes
      to sell in response to such offer.

                  (e)   If the  total  number  of  shares  of  8.40%  Cumulative
      Preferred  Stock which all holders  accepting  such offer  propose to sell
      is fewer  than or equal to the  total  number  of such  shares  which  the
      Corporation  has offered to buy, the  Corporation  shall apply the sinking
      fund so established to purchase all such shares so offered.

                  (f)   If the  total  number  of  shares  of  8.40%  Cumulative
      Preferred  Stock which all holders  accepting  such offer  propose to sell
      exceeds  the  total  number  of such  shares  which  the  Corporation  has
      offered to purchase,  the number of such shares to be purchased  from each
      such holder shall be determined in the following manner:

                        (i)   The  number  of  shares  of the  8.40%  Cumulative
            Preferred  Stock to be  purchased  from  each such  holder  shall be
            equivalent  to the  lesser  of (A) the total  number of such  shares
            tendered to the  Corporation  by such holder,  and (B) the number of
            such shares which bears the same  proportion  to the total number of
            such  shares to be  purchased  by the  Corporation  pursuant to such
            offer as the total  number of such shares held by such holder  bears
            to the total  number of such shares  held by all  holders  accepting
            such offer;
                                       22

<PAGE>


                        (ii)  If  the  total  number  of  shares  of  the  8.40%
            Cumulative  Preferred  Stock to be  purchased  from all such holders
            determined in  accordance  with clause (i) above shall be fewer than
            the total  number of such shares which the  Corporation  has offered
            to  purchase,  then the number of such shares to be  purchased  from
            each such holder whose number of shares was  determined  pursuant to
            subclause  (B) of clause (i) above shall be  redetermined  and shall
            be  equivalent  to the lesser of (A) the total number of such shares
            tendered to the  Corporation  by such holder,  and (B) the number of
            such shares  which bears the same  proportion  to a number  equal to
            the  difference  between  (x) the total  number of such shares to be
            purchased  by the  Corporation  pursuant  to such  offer and (y) the
            total  number of such shares to be  purchased by it from all holders
            whose number of shares was  determined  pursuant to subclause (A) of
            clause (i) above,  as the total  number of such  shares held by such
            holder whose number of shares was  determined  pursuant to subclause
            (B) of clause  (i) above  bears to the total  number of such  shares
            held by all holders whose number of shares was  determined  pursuant
            to subclause (B) of clause (i) above; and

                        (iii) If  the  total  number  of  shares  of  the  8.40%
            Cumulative  Preferred  Stock to be  purchased  from all such holders
            in  accordance  with  clauses (i) and (ii) above shall be fewer than
            the total  number of such shares which the  Corporation  has offered
            to  purchase,  then the number of such shares to be  purchased  from
            each such holder whose number of shares was  determined  pursuant to
            subclause  (B) of clause  (ii) above  shall be  redetermined  in the
            same manner as provided in clause  (ii),  until the total  number of
            such shares to be  purchased  from all holders  proposing to sell in
            response to such offer shall be  equivalent  to the total  number of
            such shares which the Corporation has offered to purchase.

            If the number of shares of the 8.40%  Cumulative  Preferred Stock to
      be  purchased  from each holder shall be  determined  in  accordance  with
      clause (i), (ii) or (iii) above,  the  Corporation  shall notify each such
      holder of the number of such shares to be  purchased  from such holder not
      later  than 15 days  prior to the date of  purchase,  and the  Corporation
      shall apply the sinking fund to the purchase of such shares.

                  (g)   On each  purchase  of  shares  of the  8.40%  Cumulative
      Preferred  Stock pursuant to this paragraph 4, the  Corporation  shall pay
      any  transfer  or other  taxes to which any holder  selling  shares to the
      Corporation  may be subject,  other than income  taxes on any  dividend or
      gain received by the holder as a result of such sale.

                  (h)   Five  days  after  the  expiration  date  of the  60-day
      period  referred to in  subparagraph  (d) above,  the balance,  if any, of
      the sinking fund not expended for the purchase and  retirement  of shares,
      after deducting any amounts  required for the payment of shares  purchased
      but  not  delivered  to  the  retirement  of  shares   purchased  but  not
      delivered  to the  Corporation  prior to such date,  shall be  restored to
      the  general  funds  of  the  Corporation,  free  from  the  sinking  fund
      requirement  for the  then  calendar  year,  but  only if the  Corporation
      shall  have  satisfied  in  full  its  cumulative  obligation  under  this
      paragraph 4.

                                      23

<PAGE>


                  (i)   If  at  any  time  the   Corporation   shall   not  have
      satisfied in full its  cumulative  obligation  under this paragraph 4, the
      Corporation will not

                        (i)   declare,  pay,  or set  aside any  amount  for the
            payment of any dividends,  or make any  distribution,  on its Common
            Stock  or any  class  of  stock  ranking  as to  dividends  or other
            distributions  junior to shares  of the 8.40%  Cumulative  Preferred
            Stock, or

                        (ii)  redeem,  purchase or otherwise acquire,  or permit
            any  Subsidiary  to purchase  or  otherwise  acquire,  any shares of
            Common Stock or any class of stock or series  thereof  ranking as to
            dividends  or other  distributions  junior or equal to the shares of
            the 8.40%  Cumulative  Preferred  Stock  (including any other series
            of  Cumulative  Preferred  Stock),  except  that if the  Corporation
            shall set  aside  funds in the  sinking  fund or funds for any other
            Parity  Sinking Fund  Preferred  Stock in accordance  with the third
            sentence  of  subparagraph  (c)  above,  it may  redeem or  purchase
            shares  of  such  other  Parity  Sinking  Fund  Preferred  Stock  in
            partial  fulfillment  of its sinking fund  obligations  with respect
            thereto.

                  (j)   For purposes of this paragraph 4,

                        (i)   the term  "Parity  Sinking Fund  Preferred  Stock"
            shall  mean any  series  of  Preferred  Stock  (including  the 8.40%
            Cumulative  Preferred  Stock) or any other  class or series of stock
            of  the  Corporation   ranking  on  a  parity  with  the  Cumulative
            Preferred   Stock  as  to  the   payment   of   dividends   and  the
            distribution  of assets,  and the terms of which shall (A)  obligate
            the  Corporation  to provide a sinking  fund for the  redemption  or
            purchase of shares thereof,  and (B) require the Corporation,  if it
            shall not have sufficient  funds legally  available to set aside and
            deposit the full amount for all such sinking  funds,  to  distribute
            such funds as are then  available  among all such  sinking  funds in
            proportion to the amounts which the  Corporation  is then  obligated
            to  deposit  in each such  sinking  fund,  and to apply the funds so
            distributed  to the  redemption  or  purchase  of shares in  partial
            fulfillment  of its  obligation  with respect to such sinking  fund;
            and

                        (ii)  the term  "Subsidiary"  shall mean any corporation
            at least the  majority of the stock of which having  general  voting
            rights  is,  at the  time as of  which  any  determination  is being
            made,   owned  by  the   Corporation   either  directly  or  through
            Subsidiaries.

            5.    All shares of the 8.40%  Cumulative  Preferred Stock redeemed,
purchased  (including,  without  limitation,  pursuant to  paragraph 4 above) or
otherwise  acquired by the Corporation  shall be canceled.  Such shares shall be
restored  to  the  status  of  authorized  but  unissued  shares  of  Cumulative
Preferred  Stock,  but shall not be reissued  as shares of the 8.40%  Cumulative
Preferred Stock.

            6.    The  number  of  shares  constituting  such  series  shall  be
344,000.

      J.    8.40%   Cumulative   Preferred   Stock   ($25).   There  is   hereby
established  by the Board of Directors a series of  Cumulative  Preferred  Stock
($25) which shall be  designated  and known as the "8.40%  Cumulative  Preferred
Stock  ($25)" of the  Corporation.  The shares of such  series  shall  have,  in
addition to the general terms and  characteristics  of all the authorized shares
of Cumulative  Preferred Stock ($25) set forth above, the following  distinctive
terms and characteristics:
                                       24

<PAGE>

            1.    the annual  dividend  rate for the shares of such series shall
be  eight  and  four-tenths  percent  (8.40%),   and  such  dividends  shall  be
cumulative  from the date on which the  shares  of such  series  are  originally
issued;

            2.    the  premium  payable to holders of the shares of such  series
in the event of any  voluntary  liquidation,  dissolution  or  winding up of the
Corporation shall be one percent (1%) of the par value thereof;

            3.    the  redemption  price payable to the holders of the shares of
such  series  upon  the  redemption  of all or any  part of the  shares  of such
series  shall be $25.25 plus an amount  equal to accrued  dividends  to the date
fixed for redemption; and

            4.    the  number  of  shares  constituting  such  series  shall  be
1,400,000.

                            *     *     *     *     *

      These  amended and  restated  Articles of  Incorporation  were  adopted by
unanimous  written  consent of the directors of the  Corporation  and by written
consent of the sole  shareholder  of the  Corporation.  The number of votes cast
for each  amendment  by each voting  group  entitled to vote  separately  on the
amendment was sufficient for approval by that voting group.

      IN WITNESS  WHEREOF,  the  Corporation has set its hand and seal effective
as of September 19, 1997.

                                  PUBLIC SERVICE COMPANY OF COLORADO


                                                /s/ Wayne H. Brunetti
                                  By:                                           
                                     Wayne H. Brunetti, Chief Executive Officer
Attest:


/s/ Teresa S. Madden
_____________________________
Teresa S. Madden, Corporate Secretary
                                       25