EXHIBIT 3(c)


                           [COMPOSITE]

                 AMENDED ARTICLES OF ACCEPTANCE

                               OF

                 INDIANA MICHIGAN POWER COMPANY



     1.   The name of this Corporation shall be INDIANA MICHIGAN
POWER COMPANY.

     2.   The purpose or purposes of the Corporation are as
follows:

          I.   To generate and produce electricity and to transmit,
     sell and distribute the same to the public, either directly or
     through the sale of electric energy to other utilities, within
     and without the States of Indiana and Michigan.

          II.  To engage in the business of mining coal and other
     minerals or substances; to purchase, lease and otherwise
     acquire coal lands, mines and the products thereof; to mine,
     produce, store, sell and transport coal and other minerals or
     substances and, to accomplish such purposes, to take, hold and
     own real estate or interests therein, including leases,
     permits or licenses granted under the provisions of the
     Mineral Leasing Act of February 25, 1920, as amended, and to
     own, operate and maintain such machinery, works, equipment and
     appliances as the carrying out of the objects above mentioned
     may require.

          III. To transact any or all lawful business for which
     corporations may be incorporated under the Indiana General
     Corporation Act.

     3.   The period during which it is to continue as a
corporation is unlimited.

     4.   The post office address of its principal office is One
Summit Square, P. O. Box 60, Ft. Wayne, Indiana 46801.  The name
and post office address of its resident agent is Elio Bafile, One
Summit Square, P. O. Box 60, Ft. Wayne, Indiana 46801.

     5.   The total number of shares into which its authorized
capital stock is to be divided is 15,950,000 shares, consisting of
shares as follows:

          2,250,000 shares having a par value of $100;

          11,200,000 shares having a par value of $25; and

          2,500,000 shares without par value.

     6.   The number of shares of the capital stock of the
Corporation is to be divided into two classes, consisting of: (a)
two million five hundred thousand (2,500,000) shares, without
nominal or par value, of Common Stock and (b) two million two
hundred fifty thousand (2,250,000) shares, of the par value of $100
each, and eleven million two hundred thousand (11,200,000) shares,
of the par value of $25 each, of Cumulative Preferred Stock, which
may be issued in series as hereinafter provided.  The voting
powers, designations, preferences, relative, participating,
optional or other special rights, qualifications, limitations or
restrictions of the above classes of stock, and the power of the
Board of Directors to cause the Cumulative Preferred Stock to be
issued in series, and the designation, description and terms of the
series of Cumulative Preferred Stock heretofore created, are as
follows:

                 A.  Cumulative Preferred Stock

          (1)  Subject to and in accordance with the provisions of
     this paragraph and the following paragraphs (2) through (28)
     hereof, the Board of Directors is hereby empowered to cause
     the Cumulative Preferred Stock to be issued in different
     series.  The shares of different series may vary, as may be
     determined by the Board of Directors prior to the issue
     thereof (except in the case of the series of Cumulative
     Preferred Stock classified and designated in paragraphs (9)
     through (28) hereof), as to:

               (a)  The distinctive serial designation and number
          of shares of such series;

               (b)  The rate of dividends (within such limits as
          shall be permitted by law) payable on the shares of the
          particular series;

               (c)  The prices (not less than the amount limited by
          law) and terms upon which the shares of the particular
          series may be redeemed;

               (d)  The amount or amounts which shall be paid to
          the holders of the shares of the particular series in
          case of voluntary or involuntary dissolution or any
          distribution of assets;

               (e)  The terms and amount of sinking fund
          requirements (if any) for the purchase or redemption of
          the shares of the particular series.

     The shares of all series of the Cumulative Preferred Stock
     shall in all other respects be equal, except as to the par
     value thereof and the voting rights with respect thereto as
     hereinafter provided.

          (2)  The holders of each series of the Cumulative
     Preferred Stock at the time outstanding shall be entitled to
     receive, but only when and as declared by the Board of
     Directors, out of funds legally available for the payment of
     dividends, cumulative preferential dividends, at the annual
     dividend rate for the particular series fixed as herein
     provided, payable quarter-yearly on dates to be fixed by the
     Board of Directors, to stockholders of record on the
     respective dates, not exceeding thirty (30) days and not less
     than ten (10) days preceding such dividend payment dates, to
     be fixed by the Board of Directors.  Where the dividend rate
     of any series of the Cumulative Preferred Stock with a par
     value of $100 per share is designated as a specified
     percentage per annum, the holders of such series shall be
     entitled to receive annually dividends thereon calculated, per
     share, at the percentage specified for such series multiplied
     by $100.  No dividends shall be declared on any series of the
     Cumulative Preferred Stock in respect of any quarter-yearly
     dividend period unless there shall likewise be declared on all
     shares of all series of the Cumulative Preferred Stock at the
     time outstanding, like proportionate dividends, ratably, in
     proportion to the respective annual dividend rates fixed
     therefor, in respect of the same quarter-yearly dividend
     period, to the extent that such shares are entitled to receive
     dividends for such quarter-yearly dividend period.  The
     dividends on shares of all series of the Cumulative Preferred
     Stock shall be cumulative.  In the case of all shares of each
     particular series, the dividends on shares of such series
     shall be cumulative from the date of issue thereof unless the
     Corporation shall have established regular quarter-yearly
     dividend periods with respect to such series, in which case
     such dividends shall be cumulative from the first day of the
     current quarter-yearly dividend period in which shares of such
     series shall have been issued.  Unless dividends on all
     outstanding shares of each series of the Cumulative Preferred
     Stock, at the annual dividend rate and from the dates for
     accumulation thereof fixed as herein provided, shall have been
     paid for all past quarter-yearly dividend periods, but without
     interest on cumulative dividends, no dividends shall be paid
     or declared and no other distribution shall be made on the
     Common Stock, and no Common Stock shall be purchased or
     otherwise acquired for value by the Corporation.  The holders
     of the Cumulative Preferred Stock of any series shall not be
     entitled to receive any dividends thereon other than the
     dividends referred to in this paragraph (2).

          (3)  The Corporation, by action of its Board of
     Directors, may redeem the whole or any part of any series of
     the Cumulative Preferred Stock, at any time or from time to
     time, by paying in cash the redemption price of the shares of
     the particular series, fixed therefor as herein provided,
     together with a sum in the case of each share of each series
     so to be redeemed, computed at the annual dividend rate for
     the series of which the particular share is a part, from the
     date from which dividends on such share became cumulative to
     the date fixed for such redemption, less the aggregate of the
     dividends theretofore or on such redemption date paid thereon. 
     Notice of every such redemption shall be given by publication
     at least once in one daily newspaper printed in the English
     language and of general circulation in Fort Wayne, Indiana,
     and in one daily newspaper printed in the English language and
     of general circulation in the Borough of Manhattan, The City
     of New York, the first publication in such newspapers to be at
     least thirty (30) days and not more than sixty (60) days prior
     to the date fixed for such redemption.  At least thirty (30)
     days' and not more than sixty (60) days' previous notice of
     every such redemption shall also be mailed to the holders of
     record of the shares of the Cumulative Preferred Stock so to
     be redeemed, at their respective addresses as the same shall
     appear on the books of the Corporation; but no failure to mail
     such notice nor any defect therein or in the mailing thereof
     shall affect the validity of the proceedings for the
     redemption of any shares of the Cumulative Preferred Stock so
     to be redeemed.  In case of the redemption of a part only of
     any series of the Cumulative Preferred Stock at the time
     outstanding, the Corporation shall select by lot the shares so
     to be redeemed.  The Board of Directors shall have full power
     and authority, subject to the limitations and provisions
     herein contained, to prescribe the manner in which, and the
     terms and conditions upon which, the shares of the Cumulative
     Preferred Stock shall be redeemed from time to time.  If such
     notice of redemption shall have been duly given by
     publication, and if on or before the redemption date specified
     in such notice all funds necessary for such redemption shall
     have been set aside by the Corporation, separate and apart
     from its other funds, in trust for the account of the holders
     of the shares to be redeemed, so as to be and continue to be
     available therefor, then, notwithstanding that any certificate
     for such shares so called for redemption shall not have been
     surrendered for cancellation, from and after the date fixed
     for redemption, the shares represented thereby shall no longer
     be deemed outstanding, the right to receive dividends thereon
     shall cease to accrue and all rights with respect to such
     shares so called for redemption shall forthwith on such
     redemption date cease and terminate, except only the right of
     the holders thereof to receive, out of the funds so set aside
     in trust, the amount payable upon redemption thereof, without
     interest; provided, however, that the Corporation may, after
     giving notice by publication of any such redemption as
     hereinbefore provided or after giving to the bank or trust
     company hereinafter referred to irrevocable authorization to
     give such notice by publication, and at any time prior to the
     redemption date specified in such notice, deposit in trust,
     for the account of the holders of the shares to be redeemed,
     so as to be and continue to be available therefor, funds
     necessary for such redemption with a bank or trust company in
     good standing, organized under the laws of the United States
     of America or of the State of New York, doing business in the
     Borough of Manhattan, The City of New York, and having
     capital, surplus and undivided profits aggregating at least
     $50,000,000, or a bank or trust company in good standing
     organized under the laws of the State of Indiana, doing
     business in Fort Wayne, Indiana, selected by the Board of
     Directors of the Corporation and designated in such notice of
     redemption, and, upon such deposit in trust, all shares with
     respect to which such deposits shall have been made shall no
     longer be deemed to be outstanding, and all rights with
     respect to such shares shall forthwith cease and terminate,
     except only the right of the holders thereof to receive at any
     time from and after the date of such deposit, the amount
     payable upon the redemption thereof, without interest. 
     Nothing herein contained shall limit any right of the
     Corporation to purchase or otherwise acquire any shares of the
     Cumulative Preferred Stock; provided, however, that the
     Corporation shall not redeem, purchase or otherwise acquire
     any shares of the Cumulative Preferred Stock, if, at the time
     of such redemption, purchase or other acquisition, dividends
     payable on the Cumulative Preferred Stock of any Series of any
     series shall be in default in whole or in part, unless, prior
     to or concurrently with such redemption, purchase or other
     acquisition, all such defaults shall be cured or unless such
     redemption, purchase or other acquisition shall have been
     ordered, approved or permitted by the Securities and Exchange
     Commission, or by a successor commission or other regulatory
     authority of the United States of America having jurisdiction
     in the premises, under the provisions of the Public Utility
     Holding Company Act of 1935 as at the time in effect or any
     legislation enacted in substitution therefor.

          (4)  Before any amount shall be paid to, or any assets
     distributed among, the holders of the Common Stock upon any
     liquidation, dissolution or winding up of the Corporation, and
     after paying or providing for the payment of all creditors of
     the Corporation, the holders of each series of the Cumulative
     Preferred Stock at the time outstanding shall be entitled to
     be paid in cash the amount for the particular series fixed
     therefor as herein provided, together with a sum in the case
     of each share of each series, computed at the annual dividend
     rate for the series of which the particular share is a part,
     from the date from which dividends on such share became
     cumulative to the date fixed for the payment of such
     distributive amount, less the aggregate of the dividends
     theretofore or on such date paid thereon; but no payments on
     account of such distributive amounts shall be made to the
     holders of any series of the Cumulative Preferred Stock unless
     there shall likewise be paid at the same time to the holders
     of each other series of the Cumulative Preferred Stock at the
     time outstanding like proportionate distributive amounts,
     ratably, in proportion to the full distributive amounts to
     which they are respectively entitled as herein provided.  The
     holders of the Cumulative Preferred Stock of any series shall
     not be entitled to receive any amounts with respect thereto
     upon any liquidation, dissolution or winding up of the
     Corporation other than the amounts referred to in this para-
     graph.  Neither the consolidation or merger of the Corporation
     with any other corporation or corporations, nor the sale or
     transfer by the Corporation of all or any part of its assets,
     shall be deemed to be liquidation, dissolution or winding up
     of the Corporation.

          (5)  Whenever the full dividends on all series of the
     Cumulative Preferred Stock at the time outstanding for all
     past quarter-yearly dividend periods shall have been paid or
     declared and set apart for payment, then, subject to the
     provisions of subparagraph (7)(B)(d) hereof, such dividends
     (payable in cash, stock or otherwise) as may be determined by
     the Board of Directors may be declared and paid on the Common
     Stock, but only out of funds legally available for the payment
     of dividends; provided, however, that so long as any shares of
     the Cumulative Preferred Stock of any series are outstanding,
     the Corporation shall not declare or pay any dividends on the
     Common Stock of the Corporation except as follows:

               (a)  If and so long as the Common Stock Equity at
          the end of the calendar month immediately preceding the
          date on which a dividend on Common Stock is declared is,
          or as a result of such dividend would become, less than
          20% of total capitalization, the Corporation shall not
          declare such dividend in an amount which, together with
          all other dividends on Common Stock paid within the year
          ending with and including the date on which such dividend
          is payable, exceeds 50% of the net income of the
          Corporation available for dividends on the Common Stock
          (less any Depreciation Deficiency) for the twelve full
          calendar months immediately preceding the month in which
          such dividend is declared, except in an amount not
          exceeding the aggregate of dividends on Common Stock
          which could have been, but have not been, declared under
          this clause (a); and

               (b)  If and so long as the Common Stock Equity at
          the end of the calendar month immediately preceding the
          date on which a dividend on Common Stock is declared is,
          or as a result of such dividend would become, less than
          25% but not less than 20% of total capitalization, the
          Corporation shall not declare such dividend in an amount
          which, together with all other dividends on Common Stock
          paid within the year ending with and including the date
          on which such dividend is payable, exceeds 75% of the net
          income of the Corporation available for dividends on the
          Common Stock (less any Depreciation Deficiency) for the
          twelve full calendar months immediately preceding the
          month in which such dividend is declared, except in an
          amount not exceeding the aggregate of dividends on Common
          Stock which could have been, but have not been, declared
          under clause (a) above and this clause (b); and 

               (c)  At any time when the Common Stock Equity is 25%
          or more of total capitalization, the Corporation may not
          declare dividends on shares of the Common Stock which
          would reduce the Common Stock Equity below 25% of total
          capitalization, except to the extent provided in clause
          (a) and clause (b) above.

          For the purposes of this paragraph (5) only:

                    (i)   The term "Common Stock Equity" shall
               mean the sum of the par value of, or stated value
               or capital represented by, the shares of Common
               Stock of the Corporation outstanding, and the
               surplus, earned, capital, and paid-in, of the
               Corporation (including any premiums on Common Stock
               but excluding any premiums on the Cumulative
               Preferred Stock) whether or not available for the
               payment of dividends on the Common Stock; provided,
               however, that there shall be deducted from such sum
               (I) the amount of any Depreciation Deficiency for
               the period from December 31, 1952 to the end of the
               calendar month immediately preceding the date on
               which a dividend on Common Stock is declared and
               (II) the amount, if any, by which the aggregate of
               all amounts payable upon the involuntary
               dissolution, liquidation or winding up of the
               Corporation to the holders of the Cumulative
               Preferred Stock and of any other class of stock
               ranking prior to or on a parity with the Cumulative
               Preferred Stock as to dividends or distributions
               exceeds the aggregate of the capital of the
               Corporation applicable to such Cumulative Preferred
               Stock and class of stock ranking prior to or on a
               parity with the Cumulative Preferred Stock as to
               dividends or distributions;

                    (ii)  The term "total capitalization" shall
               mean the sum of the par value of, or stated value
               or capital represented by, the capital stock of all
               classes of the Corporation outstanding, the
               surplus, earned, capital and paid-in, of the
               Corporation (including any premiums on any such
               capital stock), whether or not available for the
               payment of dividends on the Common Stock, and the
               principal amount of all debt of the Corporation
               outstanding, maturing more than twelve months after
               the date of the determination of the total
               capitalization, less any amount required to be
               deducted in the determination of Common Stock
               Equity as in clause (i) above provided;

                    (iii) The term "dividends on Common Stock"
               shall embrace dividends on Common Stock of the
               Corporation (other than dividends payable only in
               shares of such Common Stock), distributions on, and
               purchases or other acquisitions for value of any
               Common Stock of the Corporation; and

                    (iv)  The term "Depreciation Deficiency" shall
               mean, as to any specified period, the amount by
               which the aggregate of (I) all amounts credited to
               the depreciation reserve account of the Corporation
               through charges to operating revenue deductions or
               otherwise as provided in the Uniform System of
               Accounts prescribed for Public Utilities and
               Licensees by the Federal Energy Regulatory
               Commission and of (II) all charges for maintenance,
               shall have been less than 15% of all operating
               revenues of the Corporation (excluding therefrom
               non-operating income and revenues derived directly
               from properties leased to the Corporation), less
               all charges to income made by the Corporation for
               purchased power and for the net amount of electric
               energy received by the Corporation through
               interchange.

          (6)  In the event of any liquidation, dissolution or
     winding up of the Corporation, all assets and funds of the
     Corporation remaining after paying or providing for the
     payment of all creditors of the Corporation, and after paying
     or providing for the payment to the holders of shares of all
     series of the Cumulative Preferred Stock of the full
     distributive amounts to which they are respectively entitled
     as herein provided, shall be divided among and paid to the
     holders of the Common Stock according to their respective
     rights and interests.

          (7)(A)  So long as any shares of the Cumulative Preferred
     Stock of any series are outstanding, the Corporation shall
     not, without the consent (given by vote at a meeting called
     for that purpose) of the holders of such shares entitled to
     cast at least two-thirds of the total number of votes which
     holders of the Cumulative Preferred Stock then outstanding are
     entitled to cast:

               (a)  Create, authorize or issue any stock (other
          than a series of the Cumulative Preferred Stock) ranking
          prior to or on a parity with the Cumulative Preferred
          Stock as to dividends or distributions, or any obligation
          or security convertible into shares of any such stock;
          provided, however, that any such stock, obligation or
          security (other than stock issued in connection with the
          conversion of any such obligation or security) shall not
          be issued except within a period of 180 days after the
          meeting at which consent to the issuance thereof shall be
          given; or

               (b)  Amend, alter, change or repeal any of the
          express terms of the Cumulative Preferred Stock or of any
          series of the Cumulative Preferred Stock then outstanding
          in a manner substantially prejudicial to the holders
          thereof; provided, however, that if any such amendment,
          alteration, change or repeal would be substantially
          prejudicial to the holders of one or more, but not all,
          of the series of the Cumulative Preferred Stock at the
          time outstanding, only such consent of the holders of
          two-thirds of the total number of shares of all series
          prejudicially affected shall be required.

             (B)  So long as any shares of the Cumulative Preferred
     Stock of any series are outstanding, the Corporation shall
     not, without the consent (given by vote at a meeting called
     for that purpose) of the holders of such shares entitled to
     cast a majority of the total number of votes which holders of
     the Cumulative Preferred Stock then outstanding are entitled
     to cast:

               (a)  Increase the total authorized amount of the
          Cumulative Preferred Stock; or

               (b)  Merge or consolidate with or into any other
          corporation or corporations, unless such merger or
          consolidation, or the issuance and assumption of all
          securities to be issued or assumed in connection with any
          such merger or consolidation, shall have been ordered,
          approved, or permitted by the Securities and Exchange
          Commission, or by any successor commission or regulatory
          authority of the United States of America having juris-
          diction in the premises, under the provisions of the
          Public Utility Holding Company Act of 1935 as at the time
          in effect or any legislation enacted in substitution
          therefor, provided that the provisions of this clause (b)
          shall not apply to a purchase or other acquisition by the
          Corporation of franchises or assets of another
          corporation in any manner which does not involve a merger
          or consolidation; or

               (c)  Issue, sell or otherwise dispose of any shares
          of the Cumulative Preferred Stock unless (i) the net
          income of the Corporation, determined in accordance with
          generally accepted accounting practices to be available
          for the payment of dividends for a period of twelve (12)
          consecutive calendar months within the fifteen (15)
          calendar months immediately preceding the issuance, sale
          or disposition of such stock (but less any Depreciation
          Deficiency for said period), shall have been at least
          equal to twice the annual dividend requirements on all
          outstanding shares of the Cumulative Preferred Stock,
          including the shares proposed to be issued; (ii) the
          gross income of the Corporation for said period,
          determined in accordance with generally accepted
          accounting practices (but in any event after deducting
          the amount for said period charged by the Corporation on
          its books to depreciation expense and in addition thereto
          any Depreciation Deficiency for said period) to be
          available for the payment of interest, shall have been at
          least one and one-half times the sum of (I) the annual
          interest charges on all interest bearing indebtedness of
          the Corporation and (II) the annual dividend requirements
          on all outstanding shares of the Cumulative Preferred
          Stock and of all other classes of stock ranking prior to
          or on a parity with the Cumulative Preferred Stock as to
          dividends or distributions, including the shares proposed
          to be issued; and (iii) the aggregate of the capital of
          the Corporation applicable to the Common Stock and of the
          surplus of the Corporation immediately after such
          issuance, sale or other disposition, less any
          Depreciation Deficiency for the period from December 31,
          1952 to such date, shall be not less than the amount
          payable upon the involuntary dissolution, liquidation or
          winding up of the Corporation to the holders of the
          Cumulative Preferred Stock, excluding from the foregoing
          computation all stock which is to be retired in
          connection with such additional issue; provided, that the
          Corporation shall not thereafter pay any dividends on the
          Common Stock unless immediately thereafter the aggregate
          of the capital of the Corporation applicable to the
          Common Stock and of the surplus of the Corporation, less
          than Depreciation Deficiency for the period from December
          31, 1952 to such date, shall be not less than the amount
          payable upon the involuntary dissolution, liquidation or
          winding up of the Corporation to the holders of the
          Cumulative Preferred Stock.

               For the purposes of this subparagraph (c) only, the
          term "Depreciation Deficiency" shall mean, as to any
          specified period, the amount by which the aggregate of
          (i) all amounts credited to the depreciation reserve
          account of the Corporation through charges to operating
          revenue deductions or otherwise as provided in the
          Uniform System of Accounts prescribed for Public
          Utilities and Licensees by the Federal Energy Regulatory
          Commission and of (ii) all charges for maintenance, shall
          have been less than 15% of all operating revenues of the
          Corporation (excluding therefrom non-operating income and
          revenues derived directly from properties leased to the
          Corporation), less all charges to income made by the
          Corporation for purchased power and for the net amount of
          electric energy received by the Corporation through
          interchange.

          (8)(A)  Every holder of the Common Stock shall have one
     vote for each share of Common Stock held by him, for the
     election of Directors and upon all other matters, except as
     otherwise provided in this paragraph (8) hereof.  No holder of
     the Cumulative Preferred Stock shall be entitled to vote at
     any meeting of stockholders or at any election of the
     Corporation or otherwise to participate in any action taken by
     the Corporation or the stockholders thereof, except for those
     purposes, if any, for which said right to vote or otherwise to
     participate cannot be denied or waived under the laws of the
     State of Indiana and except as otherwise provided in
     paragraphs (7), (8) and (10)(c) hereof.  Whenever the holders
     of the Cumulative Preferred Stock shall be entitled to vote as
     a class for the election of Directors or on any other matter,
     the holders of shares of Cumulative Preferred Stock with a par
     value of $100 per share shall be entitled to cast one vote for
     each such share and the holders of shares of Cumulative
     Preferred Stock with a par value of $25 per share shall be
     entitled to cast one-quarter of one vote for each such share.

             (B)  If and when dividends payable on the Cumulative
     Preferred Stock shall be in default in any amount equivalent
     to four full quarter-yearly dividends on all shares of all
     series of the Cumulative Preferred Stock at the time
     outstanding, and until all dividends in default on the
     Cumulative Preferred Stock shall have been paid, the holders
     of all shares of the Cumulative Preferred Stock, voting
     separately as one class, shall be entitled to elect the
     smallest number of Directors necessary to constitute a
     majority of the full Board of Directors, and the holders of
     the Common Stock, voting separately as a class, shall be
     entitled to elect the remaining Directors of the Corporation. 
     The terms of office of all persons who may be Directors of the
     Corporation at the time shall terminate upon the election of
     a majority of the Board of Directors by the holders of the
     Cumulative Preferred Stock, except that if the holders of the
     Common Stock shall not have elected the remaining Directors of
     the Corporation, then, and only in that event, the Directors
     of the Corporation in office just prior to the election of a
     majority of the Board of Directors by the holders of the
     Cumulative Preferred Stock shall elect the remaining Directors
     of the Corporation.

             (C)  If and when all dividends then in default on the
     Cumulative Preferred Stock at the time outstanding shall be
     paid (and such dividends shall be declared and paid out of any
     funds legally available therefor as soon as reasonably
     practicable), the Cumulative Preferred Stock shall thereupon
     be divested of any special right with respect to the election
     of Directors provided in subparagraph (B) hereof, and the
     voting power of the Common Stock shall revert to the status
     existing before the occurrence of such default; but always
     subject to the same provisions for vesting such special rights
     in the Cumulative Preferred Stock in case of further like
     default or defaults in dividends thereon.  Upon the
     termination of any such special right the terms of office of
     all persons who may have been elected Directors of the
     Corporation by vote of the holders of the Cumulative Preferred
     Stock, as a class, pursuant to such special right shall
     forthwith terminate.

             (D)  In case of any vacancy in the Board of Directors
     occurring among the Directors elected by the holders of the
     Cumulative Preferred Stock, as a class, pursuant to subpara-
     graph (B) hereof, such vacancy shall be filled by the vote of
     a majority of the remaining Directors (or by the remaining
     Director if there be but one) elected by the holders of the
     Cumulative Preferred Stock.  In case of a vacancy in the Board
     of Directors occurring among the Directors elected otherwise
     than by the holders of the Cumulative Preferred Stock, such
     vacancy shall be filled by the vote of a majority of the
     remaining Directors (or by the remaining Director if there be
     but one) elected otherwise than by the holders of the
     Cumulative Preferred Stock.

             (E)  Whenever the holders of the Cumulative Preferred
     Stock, as a class, become entitled to elect Directors of the
     Corporation pursuant to subparagraph (B) hereof, it shall be
     the duty of the president, a vice president or the secretary
     of the Corporation forthwith to call, and to cause notice to
     be given to the stockholders entitled to vote at, a meeting to
     be held at such time as the Corporation's officers may fix,
     not less than thirty nor more than sixty days after the
     accrual of such right, for the purpose of electing Directors. 
     The notice so given shall be mailed to each holder of record
     of the Cumulative Preferred Stock at such address as appears
     upon the records of the Corporation and shall set forth, among
     other things, (i) that by reason of the fact that dividends
     payable on the Cumulative Preferred Stock are in default in an
     amount equivalent to four full quarter-yearly dividends, the
     holders of the Cumulative Preferred Stock, voting separately
     as a class, have the right to elect the smallest number of
     Directors necessary to constitute a majority of the full Board
     of Directors of the Corporation, (ii) that any holder of the
     Cumulative Preferred Stock has the right, at any reasonable
     time, to inspect, and make copies of, the list or lists of
     holders of the Cumulative Preferred Stock maintained at the
     principal office of the Corporation or at the office of any
     Transfer Agent of the Cumulative Preferred Stock, and (iii)
     either the entirety of this paragraph or the substance thereof
     with respect to the number of shares of the Cumulative
     Preferred Stock required to be represented at any meeting, or
     adjournment thereof, called for the election of Directors of
     the Corporation.  At the first meeting of stockholders held
     for the purpose of electing Directors during such time as the
     holders of the Cumulative Preferred Stock shall have the
     special right, voting separately as a class, to elect
     Directors, the presence in person or by proxy of the holders
     of a majority of the outstanding shares of Common Stock shall
     be required to constitute a quorum of such class for the
     election of Directors, and the presence in person or by proxy
     of the holders of shares entitled to cast a majority of the
     votes which holders of the outstanding Cumulative Preferred
     Stock are entitled to cast shall be required to constitute a
     quorum of such class for the election of Directors; provided,
     however, that in the absence of a quorum of the holders of the
     Cumulative Preferred Stock, no election of Directors shall be
     held, but a majority of the holders of the Cumulative
     Preferred Stock who are present in person or by proxy shall
     have power to adjourn the election of the Directors to a date
     not less than fifteen nor more than fifty days from the giving
     of the notice of such adjourned meeting hereinafter provided
     for; and provided, further, that at such adjourned meeting,
     the presence in person or by proxy of the holders of shares
     entitled to cost 35% of the total number of votes which
     holders of the outstanding Cumulative Preferred Stock are
     entitled to cast shall be required to constitute a quorum of
     such class for the election of Directors.  In the event such
     first meeting of stockholders shall be so adjourned, it shall
     be the duty of the president, a vice president or the
     secretary of the Corporation, within ten days from the date on
     which such first meeting shall have been adjourned, to cause
     notice of such adjourned meeting to be given to the
     stockholders entitled to vote thereat, such adjourned meeting
     to be held not less than fifteen days nor more than fifty days
     from the giving of such second notice.  Such second notice
     shall be given in the form and manner hereinabove provided for
     with respect to the notice required to be given of such first
     meeting of stockholders, and shall further set forth that a
     quorum was not present at such first meeting and that the
     holders of shares entitled to cast 35% of the total number of
     votes which holders of the outstanding Cumulative Preferred
     Stock are entitled to cast shall be required to constitute a
     quorum of such class for the election of Directors at such
     adjourned meeting.  If the requisite quorum of holders of the
     Cumulative Preferred Stock shall not be present at said
     adjourned meeting, then the Directors of the Corporation then
     in office shall remain in office until the next Annual Meeting
     of the Corporation, or special meeting in lieu thereof, and
     until their successors shall have been elected and shall
     qualify.  Neither such first meeting nor such adjourned
     meeting shall be held on a date within sixty days of the date
     of the next Annual Meeting of the Corporation or special
     meeting in lieu thereof.  At each Annual Meeting of the
     Corporation, or special meeting in lieu thereof, held during
     such time as the holders of the Cumulative Preferred Stock,
     voting separately as a class, shall have the right to elect a
     majority of the Board of Directors, the foregoing provisions
     of this subparagraph shall govern such Annual Meeting, or
     special meeting in lieu thereof, as if said Annual Meeting or
     special meeting were the first meeting of stockholders held
     for the purpose of electing Directors after the right of the
     holders of the Cumulative Preferred Stock, voting separately
     as a class, to elect a majority of the Board of Directors,
     should have accrued, with the exception that, until the
     holders of the Cumulative Preferred Stock shall have elected
     a majority of the Board of Directors, if at any adjourned
     Annual Meeting, or special meeting in lieu thereof, holders of
     shares entitled to cast 35% of the total number of votes which
     holders of the outstanding Cumulative Preferred Stock are
     entitled to cast are not present in person or by proxy, all
     the Directors to be elected shall be elected by a vote of the
     holders of a majority of the shares of Common Stock of the
     Corporation present or represented at the meeting.

            (F)  Except when some mandatory provision of law shall
     be controlling and except as otherwise provided in
     subparagraph (7)(A)(b) hereof, whenever shares of two or more
     series of the Cumulative Preferred Stock are outstanding, no
     particular series of the Cumulative Preferred Stock shall be
     entitled to vote as a separate series on any matter and all
     shares of the Cumulative Preferred Stock of all series shall
     be deemed to constitute but one class for any purpose for
     which a vote of the stockholders of the Corporation by classes
     may now or hereafter be required.

          (9)  The Corporation hereby classifies $12,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock which shall be designated as "4-
     1/8% Cumulative Preferred Stock", consisting of 120,000 shares
     of the par value of $100 per share.

          (10) The preferences, rights, qualifications, limitations
     and restrictions of the shares of the 4-1/8% Cumulative
     Preferred Stock, in the respects in which the shares of such
     series may vary from shares of other series of the Cumulative
     Preferred Stock, shall be as follows:

               (a)  The annual dividend rate for such series shall
          be 4-1/8% per annum;

               (b)  The redemption price for such series shall be
          $108.125 per share until October 1, 1949, and on and
          after October 1, 1949, $106.125 per share;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          liquidation, dissolution or winding up of the Corporation
          shall be:

               $105.125 per share, upon any voluntary liquidation,
          dissolution or winding up of the Corporation, except that
          if such voluntary liquidation, dissolution or winding up
          of the Corporation shall have been approved by the vote
          in favor thereof of the holders of a majority of the
          total number of shares of the 4-1/8% Cumulative Preferred
          Stock then outstanding, given at a meeting called for
          that purpose, the amount so payable on such voluntary
          liquidation, dissolution, or winding up shall be $100 per
          share; or

               $100 per share, in the event of any involuntary
          liquidation, dissolution or winding up of the
          Corporation; and

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of the 4-1/8%
          Cumulative Preferred Stock.

          (11) The Corporation hereby classifies $6,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as
     "4.56% Cumulative Preferred Stock", consisting of 60,000
     shares of the par value of $100 each.

          (12) The relative rights, preferences, limitations, and
     restrictions of the shares of the 4.56% Cumulative Preferred
     Stock, shall be as follows:

               (a)  The annual dividend rate for such series shall
          be 4.56% per annum;

               (b)  Such series shall not be subject to redemption
          prior to October 1, 1956; the redemption price for shares
          of such series shall be $104 per share on and after
          October 1, 1956 but prior to October 1, 1958; $103 per
          share on and after October 1, 1958 but prior to October
          1, 1963; and $102 per share on October 1, 1963 and
          thereafter;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be $100 per share;
          and

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of the 4.56%
          Cumulative Preferred Stock.

          (13) The Corporation hereby classifies $4,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as
     "4.12% Cumulative Preferred Stock", consisting of 40,000
     shares of the par value of $100 each.

          (14) The relative rights, preferences, limitations and
     restrictions of the shares of the 4.12% Cumulative Preferred
     Stock, shall be as follows:

               (a)  The annual dividend rate for such series shall
          be 4.12% per annum;

               (b)  The redemption price for such series shall be
          $105.728 per share until October 1, 1959; $104.728 per
          share on and after October 1, 1959 but prior to October
          1, 1964; $103.728 per share on and after October 1, 1964
          but prior to October 1, 1969; and $102.728 per share on
          October 1, 1969 and thereafter;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price in effect at the date of any voluntary liquidation,
          dissolution or winding up of the Corporation; or $100 per
          share, in the event of any involuntary liquidation,
          dissolution or winding up of the Corporation;

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of the 4.12%
          Cumulative Preferred Stock.

          (15) The Corporation hereby classifies $30,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as
     "7.08% Cumulative Preferred Stock", consisting of 300,000
     shares of the par value of $100 each.

          (16) The relative rights, preferences, limitations and
     restrictions of the shares of the 7.08% Cumulative Preferred
     Stock, shall be as follows:

               (a)  The annual dividend rate for such series shall
          be 7.08% per annum;

               (b)  The redemption price for such series shall be
          $108.22 per share prior to February 1, 1976; $106.45 per
          share on and after February 1, 1976 but prior to February
          1, 1981; $104.68 per share on and after February 1, 1981
          but prior to February 1, 1986; $102.91 per share on and
          after February 1, 1986 but prior to February 1, 1991; and
          $101.85 per share on February 1, 1991 and thereafter
          provided, however, that no share of such series shall be
          redeemed prior to February 1, 1976 if such redemption is
          for the purpose or in anticipation of refunding such
          share, directly or indirectly, through the incurring of
          debt, or through the issuance of capital stock ranking
          equally with or prior to the shares of such series as to
          dividends or assets, if such debt has an effective
          interest cost to the Corporation (computed in accordance
          with generally accepted financial practice), or such
          capital stock has an effective dividend cost to the
          Corporation (so computed), of less than 7.07% per annum;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price in effect at the date of any voluntary liquidation,
          dissolution or winding up of the Corporation; or $100 per
          share in the event of any involuntary liquidation,
          dissolution or winding up of the Corporation; and

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of such series.

          (17) The Corporation hereby classifies $35,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as
     "7.76% Cumulative Preferred Stock", consisting of 350,000
     shares of par value of $100 each.

          (18) The relative rights, preferences, limitations and
     restrictions of the shares of the 7.76% Cumulative Preferred
     Stock, shall be as follows:

               (a)  The annual dividend rate for such series shall
          be 7.76% per annum;

               (b)  The redemption price for such series shall be
          $109.26 per share prior to November 1, 1976; $107.32 per
          share on and after November 1, 1976 but prior to November
          1, 1981; $105.38 per share on and after November 1, 1981
          but prior to November 1, 1986; $103.44 per share on and
          after November 1, 1986 but prior to November 1, 1991; and
          $102.28 per share on November 1, 1991 and thereafter;
          provided, however, that no share of such series shall be
          redeemed prior to November 1, 1976 if such redemption is
          for the purpose or in anticipation of refunding such
          share, directly or indirectly, through the incurring of
          debt, or through the issuance of capital stock ranking
          equally with or prior to the shares of such series as to
          dividends or assets, if such debt has an effective
          interest cost to the Corporation (computed in accordance
          with generally accepted financial practice), or such
          capital stock has an effective dividend cost to the
          Corporation (so computed), of less than 7.74% per annum;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price in effect at the date of any voluntary liquidation,
          dissolution or winding up of the Corporation; or $100 per
          share in the event of any involuntary liquidation,
          dissolution or winding up of the Corporation;

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of such series.

          (19) The Corporation hereby classifies $30,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as
     "8.68% Cumulative Preferred Stock", consisting of 300,000
     shares of the par value of $100 each.

          (20) The relative rights, preferences, limitations and
     restrictions of the shares of the 8.68% Cumulative Preferred
     Stock, shall be as follows:

               (a)  The annual dividend rate for such series shall
          be 8.68% per annum;

               (b)  The redemption price for such series shall be
          $109.61 per share prior to December 1, 1978; $107.44 per
          share on and after December 1, 1978 but prior to December
          1, 1983; $105.27 per share on and after December 1, 1983
          but prior to December 1, 1988; $103.10 per share on and
          after December 1, 1988 but prior to December 1, 1993; and
          $101.80 per share on December 1, 1993 and thereafter;
          provided, however, that no share of such series shall be
          redeemed prior to December 1, 1978 if such redemption is
          for the purpose or in anticipation of refunding such
          share directly or indirectly, through the incurring of
          debt, or through the issuance of capital stock ranking
          equally with or prior to the shares of such series as to
          dividends or assets, if such debt has an effective
          interest cost to the Corporation (computed in accordance
          with generally accepted financial practice), or such
          capital stock has an effective dividend cost to the
          Corporation (so computed), of less than 8.68% per annum;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price in effect at the date of any voluntary liquidation,
          dissolution or winding up of the Corporation; or $100 per
          share in the event of any involuntary liquidation,
          dissolution or winding up of the Corporation;

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of such series.

          (21) The Corporation hereby classifies $30,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as "12%
     Cumulative Preferred Stock", consisting of 300,000 shares of
     the par value of $100 each.

          (22) The relative rights preferences, limitations and
     restrictions of the shares of the 12% Cumulative Preferred
     Stock shall be as follows:

               (a)  The annual dividend rate for such series shall
          be 12% per annum;

               (b)  The redemption price for such series shall be
          $112.00 per share prior to September 1, 1985; $106.00 per
          share on and after September 1, 1985 but prior to
          September 1, 1990; $103.00 per share on and after
          September 1, 1990 but prior to September 1, 1995; and
          $101.20 per share on September 1, 1995 and thereafter;
          provided, however, that no share of such series shall be
          redeemed prior to September 1, 1980 if such redemption is
          for the purpose or in anticipation of refunding such
          share, directly or indirectly, through the incurring of
          debt, or through the issuance of capital stock ranking
          equally with or prior to the shares of such series as to
          dividends or assets, if such debt has an effective
          interest cost to the Corporation (computed in accordance
          with generally accepted financial practice), or such
          capital stock has an effective dividend cost to the
          Corporation (so computed), of less than 12.75% per annum;

               (c)  the preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price provided in subparagraph (b) hereof in effect at
          the date of any voluntary liquidation, dissolution or
          winding up of the Corporation; or $100 per share in the
          event of any involuntary liquidation, dissolution or
          winding up of the Corporation;

               (d)(1)  A sinking fund shall be established for the
          retirement of the shares of such series.  So long as
          there shall remain outstanding any shares of such series,
          the Corporation shall, to the extent permitted by law on
          October 1 in each year commencing with the year 1980,
          redeem as and for a sinking fund requirement, out of
          funds legally available therefor, a number of shares
          equal to 5% of the total number of shares classified as
          12% Cumulative Preferred Stock in paragraph (21) hereof
          at a redemption price of $100 per share.  The sinking
          fund requirement shall be cumulative so that if on any
          such October 1 the sinking fund requirement shall not
          have been met, then such sinking fund requirement, to the
          extent not met, shall become an additional sinking fund
          requirement for the next succeeding October 1 on which
          such redemption may be effected.

                  (2)  The Corporation shall have the non-
          cumulative option, on any sinking fund date as provided
          in subparagraph (d)(1) hereof, to redeem at a redemption
          price of $100 per share, an additional number of shares
          equal to 5% of the total number of shares classified as
          12% Cumulative Preferred Stock in paragraph (21) hereof. 
          No redemption made pursuant to this subparagraph (d)(2)
          shall be deemed to fulfill any sinking fund requirement
          established pursuant to subparagraph (d)(1).

                  (3)  The Corporation shall be entitled, at its
          election, to credit against the sinking fund requirement
          due on October 1 of any year pursuant to subparagraph
          (d)(1) shares of such series theretofore purchased or
          otherwise acquired by the Corporation.

          (23) The Corporation hereby classifies $40,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as
     "$2.15 Cumulative Preferred Stock", consisting of 1,600,000
     shares of the par value of $25 each.

          (24) The relative rights, preferences, limitations and
     restrictions of the shares of the $2.15 Cumulative Preferred
     Stock shall be as follows:

               (a)  The annual dividend rate for such series shall
          be $2.15 per annum;

               (b)  The redemption price for such series shall be
          $27.15 per share prior to May 1, 1982; $26.61 per share
          on and after May 1, 1982 but prior to May 1, 1987; $26.08
          per share on and after May 1, 1987 but prior to May 1,
          1992; $25.54 per share on and after May 1, 1992 but prior
          to May 1, 1997; and $25.22 per share on May 1, 1997 and
          thereafter; provided, however, that no share of such
          series shall be redeemed prior to May 1, 1982 if such
          redemption is for the purpose or in anticipation of
          refunding such share, directly or indirectly, through the
          incurring of debt, or through the issuance of capital
          stock ranking equally with or prior to the shares of such
          series as to dividends or assets, if such debt has an
          effective interest cost to the Corporation (computed in
          accordance with generally accepted financial practice),
          or such capital stock has an effective dividend cost to
          the Corporation (so computed), of less than 8.99% per
          annum;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price provided in subparagraph (b) hereof in effect at
          the date of any voluntary liquidation, dissolution or
          winding up of the Corporation; or $25 per share in the
          event of any involuntary liquidation, dissolution or
          winding up of the Corporation; and

               (d)  There shall not be any sinking fund
          requirements for the purchase or redemption of the shares
          of such series.

          (25) The Corporation hereby classifies $40,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as
     "$2.25 Cumulative Preferred Stock", consisting of 1,600,000
     shares of the par value of $25 each.

          (26) The relative rights, preferences, limitations and
     restrictions of the shares of the $2.25 Cumulative Preferred
     Stock shall be as follows:

               (a)  The annual dividend rate for such series shall
          be $2.25 per annum;

               (b)  The redemption price for such series shall be
          $27.25 per share prior to March 1, 1983; $26.69 per share
          on and after March 1, 1983 but prior to March 1, 1988;
          $26.13 per share on and after March 1, 1988 but prior to
          March 1, 1993; $25.56 per share on and after March 1,
          1993 but prior to March 1, 1998; and $25.23 per share on
          March 1, 1998 and thereafter; provided, however, that no
          share of such series shall be redeemed prior to March 1,
          1983 if such redemption is for the purpose or in
          anticipation of refunding such share, directly or
          indirectly, through the incurring of debt, or through the
          issuance of capital stock ranking equally with or prior
          to the shares of such series as to dividends or assets,
          if such debt has an effective interest cost to the
          Corporation (computed in accordance with generally
          accepted financial practice), or such capital stock has
          an effective dividend cost to the Corporation (so
          computed), of less than 9.32% per annum;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price provided in subparagraph (b) hereof in effect at
          the date of any voluntary liquidation, dissolution or
          winding up of the Corporation; or $25 per share in the
          event of any involuntary liquidation, dissolution or
          winding up of the Corporation; and

               (d)  There shall not be any sinking fund
          requirements for the purchase or redemption of the shares
          of such series.

          (27) The Corporation hereby classifies $40,000,000 par
     value of the Cumulative Preferred Stock as a series of such
     Cumulative Preferred Stock, which shall be designated as
     "$2.75 Cumulative Preferred Stock", consisting of 1,600,000
     shares of the par value of $25 each.

          (28) The relative rights, preferences, limitations and
     restrictions of the shares of the $2.75 Cumulative Preferred
     Stock shall be as follows:

               (a)  The annual dividend rate for such series shall
          be $2.75 per annum;

               (b)  The redemption price for such series shall be
          $27.75 per share prior to October 1, 1984; $27.07 per
          share on and after October 1, 1984 but prior to October
          1, 1989; $26.38 per share on and after October 1, 1989
          but prior to October 1, 1994; $25.69 per share on and
          after October 1, 1994 but prior to October 1, 1999;
          $25.28 per share on October 1, 1999 and thereafter;
          provided, however, that no share of such series shall be
          redeemed prior to October 1, 1984 if such redemption is
          for the purpose or in anticipation of refunding such
          share, directly or indirectly, through the incurring of
          debt, or through the issuance of capital stock ranking
          equally with or prior to the shares of such series as to
          dividends or assets, if such debt has an effective
          interest cost to the Corporation (computed in accordance
          with generally accepted financial practice), or such
          capital stock has an effective dividend cost to the
          Corporation (so computed), of less than 11.31% per annum;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price provided in subparagraph (b) hereof in effect at
          the date of any voluntary liquidation, dissolution or
          winding up of the Corporation; or $25 per share in the
          event of any involuntary liquidation, dissolution or
          winding up of the Corporation; and

               (d)(1)  A sinking fund shall be established for the
          retirement of the shares of such series.  So long as
          there shall remain outstanding any shares of such series,
          the Corporation shall, to the extent permitted by law on
          October 1 in each year commencing with the year 1984,
          redeem as and for a sinking fund requirement, out of
          funds legally available therefor, a number of shares
          equal to 5% of the total number of shares classified as
          $2.75 Cumulative Preferred Stock in paragraph (27) hereof
          at a redemption price of $25 per share.  The sinking fund
          requirement shall be cumulative so that if on any such
          October 1 the sinking fund requirement shall not have
          been met, then such sinking fund requirement, to the
          extent not met, shall become an additional sinking fund
          requirement for the next succeeding October 1 on which
          such redemption may be effected.

                  (2)  The Corporation shall have the non-
          cumulative option, on any sinking fund date as provided
          in subparagraph (d)(1) hereof, to redeem at a redemption
          price of $25 per share, an additional number of shares
          equal to 5% of the total number of shares classified as
          $2.75 Cumulative Preferred Stock in paragraph (27)
          hereof.  No redemption made pursuant to this sub-
          paragraph (d)(2) shall be deemed to fulfill any sinking
          fund requirement established pursuant to subparagraph
          (d)(1).

                  (3)  The Corporation shall be entitled, at its
          election, to credit against the sinking fund requirement
          due on October 1 of any year pursuant to subparagraph
          (d)(1) shares of such series theretofore purchased or
          otherwise acquired by the Corporation.

               The Corporation hereby classifies $40,000,000 par
          value of the Cumulative Preferred Stock as a series of
          such Cumulative Preferred Stock as a series of such
          Cumulative Preferred Stock, which shall be designated as
          "$3.63 Cumulative Preferred Stock", consisting of
          1,600,000 shares of the par value of $25 each.

               The relative rights, preferences, limitations and
          restrictions of the shares of the $3.63 Cumulative
          Preferred Stock shall be as follows:

               (a)  The annual dividend rate for such series shall
          be $3.63 per annum;

               (b)  The redemption price for such series shall be
          $28.63 per share prior to November 1, 1986; $27.72 per
          share on and after November 1, 1986 but prior to November
          1, 1991; $26.82 per share on and after November 1, 1991
          but prior to November 1, 1996; and $25.91 per share on
          and after November 1, 1996 but prior to November 1, 2001;
          and $25.36 per share on November 1, 2001 and thereafter;
          provided, however, that no share of such series shall be
          redeemed prior to November 1, 1986 if such redemption is
          for the purpose or in anticipation of refunding such
          share, directly or indirectly, through the incurring of
          debt, or through the issuance of capital stock ranking
          equally with or prior to the shares of such series as to
          dividends or assets, if such debt has an effective
          interest cost to the Corporation (computed in accordance
          with generally accepted financial practice), or such
          capital stock has an effective dividend cost to the
          Corporation (so computed), of less than 15% per annum;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be the redemption
          price provided in paragraph (b) hereof in effect at the
          date of any voluntary liquidation, dissolution or winding
          up of the Corporation; or $25 per share in the event of
          any involuntary liquidation, dissolution or winding up of
          the Corporation; and

               (d)(1)  A sinking fund shall be established for the
          retirement of the shares of such series.  So long as
          there shall remain outstanding any shares of such series,
          the Corporation shall, to the extent permitted by law on
          January 1 in each year commencing with the year 1987,
          redeem as and for a sinking fund requirement, out of
          funds legally available therefor, a number of shares
          equal to 5% of the total number of shares classified as
          $3.63 Cumulative Preferred Stock in this resolution at a
          redemption price of $25 per share.  The sinking fund
          requirement shall be cumulative so that if on any such
          January 1 the sinking fund requirement shall not have
          been met, then such sinking fund requirement, to the
          extent not met, shall become an additional sinking fund
          requirement for the next succeeding January 1 on which
          such redemption may be effected.

                  (2)  The Corporation shall have the non-
          cumulative option, on any sinking fund date as provided
          in subparagraph (d)(1) hereof, to redeem at a redemption
          price of $25 per share, an additional number of shares
          equal to 5% of the total number of shares classified as
          $3.63 Cumulative Preferred Stock in this resolution.  No
          redemption made pursuant to this subparagraph (d)(2)
          shall be deemed to fulfill any sinking fund requirement
          established pursuant to subparagraph (d)(1).

                  (3)  The Corporation shall be entitled, at its
          election, to credit against the sinking fund requirement
          due on January 1 of any year pursuant to subparagraph
          (d)(1) shares of such series theretofore purchased or
          otherwise acquired by the Corporation.

          (29) (a)  The designation, description and terms of a new
          series of 300,000 shares of Cumulative Preferred Stock,
          $100 par value, are set forth in this paragraph (29). 
          The distinctive serial designation of such series which
          is hereby created shall be "6-7/8% Cumulative Preferred
          Stock".

               (b)  The annual dividend rate for such series shall
          be 6-7/8% per share per annum, which dividend shall be
          calculated, per share, at such percentage multiplied by
          $100.  Dividends on all shares of said series issued
          prior to the record date for the initial dividend payable
          on all shares of such series shall be cumulative from the
          date of initial issuance of the shares of such series.

               (c)  Such series shall not be subject to redemption
          prior to February 1, 2003; the regular redemption price
          for shares of such series shall be $100 per share on or
          after February 1, 2003, plus an amount equal to accrued
          and unpaid dividends to the date of redemption.

               (d)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be $100 per share,
          plus an amount equal to accrued and unpaid dividends to
          the date of redemption.

               (e)(1)  A sinking fund shall be established for the
          retirement of the shares of such series.  So long as
          there shall remain outstanding any shares of such series,
          the Corporation shall, to the extent permitted by law, on
          April 1, 2003 and on each April 1 thereafter to and
          including April 1, 2007, redeem as and for a sinking fund
          requirement, out of funds legally available therefor, a
          number of shares equal to 5% of the total number of
          shares initially classified as 6-7/8% Cumulative
          Preferred Stock in this paragraph (29) at a sinking fund
          redemption price of $100 per share plus accrued and
          unpaid dividends to the date of redemption.  The sinking
          fund requirement shall be cumulative so that if on any
          such April 1 the sinking fund requirement shall not have
          been met, then such sinking fund requirement, to the
          extent not met, shall become an additional sinking fund
          requirement for the next succeeding April 1 on which such
          redemption may be effected.

                  (2)  The remaining shares of such series
          outstanding on April 1, 2008 will be redeemed, to the
          extent permitted by law, by mandatory redemption, out of
          funds legally available therefor, on such date at a
          mandatory redemption price of $100 per share plus accrued
          and unpaid dividends to the date of redemption.

                  (3)  The Corporation shall be entitled, at its
          election, to credit against the sinking fund requirement
          due on April 1 of any year pursuant to subparagraph
          (e)(1) shares of such series theretofore purchased or
          otherwise acquired by the Corporation and not previously
          credited against any such sinking fund requirement.

               (f)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or any other securities, or any
          special rights other than those specified herein.

          (30) (a)  The designation, description and terms of a new
          series of 400,000 shares of Cumulative Preferred Stock,
          $100 par value, are set forth in this paragraph (30). 
          The distinctive serial designation of such series which
          is hereby created shall be "5.90% Cumulative Preferred
          Stock".

               (b)  The annual dividend rate for such series shall
          be 5.90% per share per annum, which dividend shall be
          calculated, per share, at such percentage multiplied by
          $100.  Dividends on all shares of said series issued
          prior to the record date for the initial dividend payable
          on all shares of such series shall be cumulative from the
          date of initial issuance of the shares of such series.

               (c)  Such series shall not be subject to redemption
          prior to November 1, 2003; the redemption price for
          shares of such series shall be $100 per share on or after
          November 1, 2003, plus an amount equal to accrued and
          unpaid dividends to the date of redemption.

               (d)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be $100 per share,
          plus an amount equal to accrued and unpaid dividends.

               (e)(1)  A sinking fund shall be established for the
          retirement of the shares of such series.  So long as
          there shall remain outstanding any shares of such series,
          the Corporation shall, to the extent permitted by law, on
          January 1, 2004 and on each January 1 thereafter to and
          including January 1, 2008, redeem as and for a sinking
          fund requirement, out of funds legally available
          therefor, a number of shares equal to 5% of the total
          number of shares initially classified as 5.90% Cumulative
          Preferred Stock in this paragraph (30) at a sinking fund
          redemption price of $100 per share, plus accrued and
          unpaid dividends to the date of redemption.  The
          remaining shares of such series outstanding on January 1,
          2009 will be redeemed as a final sinking fund
          requirement, to the extent permitted by law, out of funds
          legally available therefor, on such date at a sinking
          fund redemption price of $100 per share, plus accrued and
          unpaid dividends to the date of redemption.  The sinking
          fund requirement shall be cumulative so that if on any
          such January 1 the sinking fund requirement shall not
          have been met, then such sinking fund requirement, to the
          extent not met, shall become an additional sinking fund
          requirement for the next succeeding January 1 on which
          such redemption may be effected.

                  (2)  The Corporation shall be entitled, at its
          election, to credit against the sinking fund requirement
          due on January 1 of any year pursuant to subparagraph
          (e)(1) shares of such series theretofore purchased or
          otherwise acquired by the Corporation and not previously
          credited against any such sinking fund requirement.

               (f)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or any other securities, or any
          special rights other than those specified herein.

          (31) (a)  The designation, description and terms of a new
          series of 300,000 shares of Cumulative Preferred Stock,
          $100 par value, are set forth in this paragraph (31). 
          The distinctive serial designation of such series which
          is hereby created shall be "6-1/4% Cumulative Preferred
          Stock".

               (b)  The annual dividend rate for such series shall
          be 6-1/4% per share per annum, which dividend shall be
          calculated, per share, at such percentage multiplied by
          $100.  Dividends on all shares of said series issued
          prior to the record date for the initial dividend payable
          on all shares of such series shall be cumulative from the
          date of initial issuance of the shares of such series.

               (c)  Such series shall not be subject to redemption
          prior to December 1, 2003; the redemption price for
          shares of such series shall be $100 per share on or after
          December 1, 2003, plus an amount equal to accrued and
          unpaid dividends to the date of redemption.

               (d)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be $100 per share,
          plus an amount equal to accrued and unpaid dividends.

               (e)(1)  A sinking fund shall be established for the
          retirement of the shares of such series.  So long as
          there shall remain outstanding any shares of such series,
          the Corporation shall, to the extent permitted by law, on
          April 1, 2004 and on each April 1 thereafter to and
          including April 1, 2008, redeem as and for a sinking fund
          requirement, out of funds legally available therefor, a
          number of shares equal to 5% of the total number of
          shares initially classified as 6-1/4% Cumulative
          Preferred Stock in this paragraph (31) at a sinking fund
          redemption price of $100 per share, plus accrued and
          unpaid dividends to the date of redemption.  The
          remaining shares of such series outstanding on April 1,
          2009 will be redeemed as a final sinking fund
          requirement, to the extent permitted by law, out of funds
          legally available therefor, on such date at a sinking
          fund redemption price of $100 per share, plus accrued and
          unpaid dividends to the date of redemption.  The sinking
          fund requirement shall be cumulative so that if on any
          such April 1 the sinking fund requirement shall not have
          been met, then such sinking fund requirement, to the
          extent not met, shall become an additional sinking fund
          requirement for the next succeeding April 1 on which such
          redemption may be effected.

                  (2)  The Corporation shall be entitled, at its
          election, to credit against the sinking fund requirement
          due on April 1 of any year pursuant to subparagraph
          (e)(1) shares of such series theretofore purchased or
          otherwise acquired by the Corporation and not previously
          credited against any such sinking fund requirement.

               (f)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or any other securities, or any
          special rights other than those specified herein.

          (32) (a)  The designation, description and terms of a new
          series of 350,000 shares of Cumulative Preferred Stock,
          $100 par value, are set forth in this paragraph (32). 
          The distinctive serial designation of such series which
          is hereby created shall be "6.30% Cumulative Preferred
          Stock".

               (b)  The annual dividend rate for such series shall
          be 6.30% per share per annum, which dividend shall be
          calculated, per share, at such percentage multiplied by
          $100.  Dividends on all shares of said series issued
          prior to the record date for the initial dividend payable
          on all shares of such series shall be cumulative from the
          date of initial issuance of the shares of such series.

               (c)  Such series shall not be subject to redemption
          prior to March 1, 2004; the redemption price for shares
          of such series shall be $100 per share on or after March
          1, 2004, plus an amount equal to accrued and unpaid
          dividends to the date of redemption.

               (d)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation shall be $100 per share,
          plus an amount equal to accrued and unpaid dividends.

               (e)(1)  A sinking fund shall be established for the
          retirement of the shares of such series.  So long as
          there shall remain outstanding any shares of such series,
          the Corporation shall, to the extent permitted by law, on
          July 1, 2004 and on each July 1 thereafter to and
          including July 1, 2008, redeem as and for a sinking fund
          requirement, out of funds legally available therefor, a
          number of shares equal to 5% of the total number of
          shares initially classified as 6.30% Cumulative Preferred
          Stock in this paragraph (32) at a sinking fund redemption
          price of $100 per share, plus accrued and unpaid
          dividends to the date of redemption.  The remaining
          shares of such series outstanding on July 1, 2009 will be
          redeemed as a final sinking fund requirement, to the
          extent permitted by law, out of funds legally available
          therefor, on such date at a sinking fund redemption price
          of $100 per share, plus accrued and unpaid dividends to
          the date of redemption.  The sinking fund requirement
          shall be cumulative so that if on any such July 1 the
          sinking fund requirement shall not have been met, then
          such sinking fund requirement, to the extent not met,
          shall become an additional sinking fund requirement for
          the next succeeding July 1 on which such redemption may
          be effected.

                  (2)  The Corporation shall be entitled, at its
          election, to credit against the sinking fund requirement
          due on July 1 of any year pursuant to subparagraph (e)(1)
          shares of such series theretofore purchased or otherwise
          acquired by the Corporation and not previously credited
          against any such sinking fund requirement.

               (f)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or any other securities, or any
          special rights other than those specified herein.

                        B.  Common Stock

     Each share of the Common Stock shall be equal in all respects
to every other share of the Common Stock.
                      ____________________

          All stock of the Corporation without par value, whether
     authorized herein or upon subsequent increase of capital, may
     be issued from time to time for such consideration as may be
     fixed from time to time by the Board of Directors and approved
     by any governmental authorities having jurisdiction in the
     premises if and to the extent that such approval is required
     by law.

     7.   As to the voting rights and powers of the shares of each
class and of each series see paragraphs (7), (8) and (10)(c) under
Article 6 above.

     8.   The stated capital of the Corporation at the time of
filing these Amended Articles is at least one thousand dollars
($1,000).

     9.   The maximum number of Directors of this Corporation shall
be fifteen (15).  The exact number of Directors which shall
constitute the whole Board of Directors of this Corporation shall
be such as from time to time shall be specified by the by-laws, but
at not less than three (3) nor at more than fifteen (15).  Whenever
the by-laws do not specify such exact number, then such number
shall be eleven (11).  A majority in number of the Board of
Directors shall be bona fide residents and citizens of the State of
Indiana while acting as such Directors.

     10.  The names and post office addresses of the Directors of
the Corporation are as follows:

               Frank N. Bien, 180 East Broad Street, 
               Columbus, Ohio 43215

               William A. Black, 2101 Spy Run Avenue, 
               Fort Wayne, Indiana 46801

               Lawrence R. Brunke, 2101 Spy Run Avenue, 
               Fort Wayne, Indiana 46801

               Richard E. Disbrow, 180 East Broad Street, 
               Columbus, Ohio 43215

               John E. Dolan, 180 East Broad Street, 
               Columbus, Ohio 43215

               Gerald E. LeMasters, 2101 Spy Run Avenue, 
               Fort Wayne, Indiana 46801

               Gerald P. Maloney, 2 Broadway, 
               New York, New York 10004

               Richard C. Menge, 2101 Spy Run Avenue, 
               Fort Wayne, Indiana 46801

               C. Wayne Roahrig, 419 N. Walnut Street, 
               Muncie, Indiana 47305

               Jack F. Stark, 2101 Spy Run Avenue, 
               Fort Wayne, Indiana 46801

               W. S. White, Jr., 180 East Broad Street, 
               Columbus, Ohio 43215

          The names and addresses of the President and the
     Secretary of the Corporation are as follows:

               President:  William A. Black, 2101 Spy Run Avenue,
                         Fort Wayne, Indiana 46801

               Secretary:  John R. Burton, 180 East Broad Street,
                         Columbus, Ohio 43215

     11.  All meetings of stockholders may be held within or
without the State of Indiana at such place as shall be specified in
the call thereof.