CENTRAL ILLINOIS LIGHT COMPANY
                   (Organized April 11, 1913)

                   ARTICLES OF INCORPORATION
                           Composite

As Amended From Time to Time to and Including the Amendment Filed
in  the  Office of the Secretary of State of Illinois on May  29,
1998.


ARTICLE  1.   The  name of such corporation is  Central  Illinois
Light Company.

ARTICLE 2. The object for which it is formed is to manufacture or
generate  and sell and distribute light, heat, and power  to  the
public in the form of gas, electricity, steam, hot water or other
agency  and  for the transaction of any or all lawful  businesses
for  which  corporations may be incorporated under  the  Illinois
Business Corporation Act."

ARTICLE  3.  The aggregate number of shares which the Company  is
authorized to issue is 27,000,000 divided into four (4)  classes.
The designation of each class, the number of shares of each class
(and  the  par value, if any, of the shares of each class,  or  a
statement  that the shares of any class are without  par  value),
are as follows:


Class           Series            No. of Shares  Par value Per
                                                 Share
                                                 
Common          None              20,000,000     No par value
Preferred       4 1/2%               111,264     $100
Preferred       4.64%                 79,940     $100
Preferred       Undesignated       1,308,796     $100
Class         A 5.85%                220,000     No par value
Preferred
Class         A Flexible             250,000     No par value
Preferred       Auction Rate
Class         A Undesignated       3,030,000     No par value
Preferred
Preference      Undesignated       2,000,000     No par value
                                                 
                                  27,000,000     
                                                 


        Shares  of  Common Stock without par value may be  issued
for  such consideration as may be fixed from time to time by  the
Board  of  Directors and the entire amount of  the  consideration
received for any such shares so issued shall be stated capital.

        The     preferences,     qualifications,     limitations,
restrictions and the special or relative rights in respect of the
shares  of  each class, the provisions, if any, for the  division
into  and issue in series of shares of July 21, 1993 each  class,
the  designation  of each series authorized by  the  Articles  of
Incorporation,  the  variations  in  the  relative   rights   and
preferences as between the different series of any class  insofar
as the same are to be fixed in the Articles of Incorporation, and
the  statement of the authority vested in the Board of  Directors
to  establish  series  of any class and  fix  and  determine  the
variations  in  the  relative rights and preferences  as  between
series of any class, are as follows:

                        PREFERRED STOCK

  Provision for Division Into and Issue in Series of Preferred
       Stock and Grant of Authority to Board of Directors


            The  shares  of  the Preferred Stock may  be  divided
into and issued in series. Each series shall be designated so  as
to  distinguish the shares thereof from the shares of  all  other
series  and  classes  and  all  shares  of  the  Preferred  Stock
irrespective  of  series  shall be identical  except  as  to  the
following  relative rights and preferences in respect of  any  or
all of which there may be variations between different series and
authority  is hereby expressly vested in the Board of  Directors,
to  the extent that series are not established by the Articles of
Incorporation  and  the variations and the  relative  rights  and
preferences  as between series fixed and determined  therein,  to
establish series and to fix and determine the following  relative
rights  and preferences of the shares thereof in accordance  with
the  provisions  of  the  Business Corporation  Act  of  Illinois
applicable thereto:

        (a) The rate of dividend;

        (b) The  price  at  which  shares  may   be
            redeemed,  such price to  be  not  less
            than  $100.00 or more than $115.00  per
            share,  plus accrued dividends  to  the
            date of redemption;

        (c) The amount payable upon shares in event
            of   involuntary   liquidation,   which
            amount  shall not be less than  $100.00
            per  share  or  more than  $115.00  per
            share, plus accrued dividends;

        (d) The amount payable upon shares in event
            of  voluntary liquidation, which amount
            shall  not  be  less than  $100.00  per
            share  or more than $115.00 per  share,
            plus accrued dividends.

            The  Board of Directors is hereby authorized to issue
and  sell  all  the authorized and unissued shares  of  Preferred
Stock  as  shares  of  any  series which  shall  have  been  duly
established, and in the event that the Company shall acquire,  by
purchase  or  redemption or otherwise, any issued shares  of  its
Preferred Stock of any series, the Board of Directors may  resell
or  convert and sell, in their discretion, any shares so acquired
as  shares of the same or of any other series of Preferred  Stock
which shall have been duly established.
            Series of Preferred Stock Established by
                    Articles of Incorporation


            Without   limitation   of  the  foregoing   authority
conferred   upon  the  Board  of  Directors,  there   is   hereby
established  a  series of Preferred Stock designated  as  4  1/2%
Preferred  Stock.  The  relative rights and  preferences  of  the
shares  of  said  series in those respects in  which  the  shares
thereof  may  vary from the shares of other series, shall  be  as
follows:

        (a) The rate of dividend shall be 4 1/2%;

        (b) The  price  at  which  shares  may   be
            redeemed  shall be $110.00  per  share,
            plus  accrued dividends to the date  of
            redemption;

        (c) The   amount   payable  in   event   of
            involuntary   liquidation   shall    be
            $100.00   per   share,   plus   accrued
            dividends;

        (d) The   amount   payable  in   event   of
            voluntary liquidation shall be  $105.00
            per share, plus accrued dividends.


            Series of Preferred Stock Established by
                     the Board of Directors


            Pursuant  to  the foregoing authority conferred  upon
the  Board  of  Directors, 80,000 of the authorized but  unissued
shares of Preferred Stock of the Company shall be established  as
a  series  of  Preferred Stock which is hereby  designated  4.64%
Preferred Stock, and the relative rights and preferences  of  the
shares  of  said  series in those respects in  which  the  shares
thereof  may  vary from the shares of other series, shall  be  as
follows:

        (a) The rate of dividend shall be 4.64%;

        (b) The  price  at  which  shares  may   be
            redeemed shall be $106.00 per share  if
            the  date of redemption is on or  prior
            to  July 1, 1961, $104.00 per share  if
            the date of redemption is after July 1,
            1961  and on or prior to July  1,  1966
            and  $102.00 per share if the  date  of
            redemption is after July 1,  1966  plus
            accrued dividends in each case  to  the
            date of redemption;

        (c) The   amount   payable  in   event   of
            involuntary   liquidation   shall    be
            $100.00   per   share,   plus   accrued
            dividends;

        (d) The   amount   payable  in   event   of
            voluntary liquidation shall be  $100.00
            per share, plus accrued dividends.

                       General Provisions


            The  following  provisions shall  apply  to  all  the
Preferred Stock irrespective of series:

        (1)The  holders  of the Preferred Stock  of  each  series
shall be entitled to receive dividends, payable quarterly on  the
first days of January, April, July and October of each year, when
and  as  declared  by  the  Board  of  Directors,  at  the  rates
determined for the respective series, from the first day  of  the
current  dividend period within which such stock shall have  been
originally issued except that, as to any share of Preferred Stock
originally issued subsequent to December 31, 1973, from the  date
upon  which such share shall have been originally issued,  before
any dividends shall be declared or paid upon or set apart for the
Common  Stock  or  any other class of stock of  the  Company  not
having  preference  over the Preferred Stock  as  to  payment  of
dividends. Such dividends shall be cumulative so that if for  any
dividend period or periods dividends shall not have been paid  or
declared and set apart for payment upon all outstanding Preferred
Stock  at  the  rates determined for the respective  series,  the
deficiency  shall be fully paid, or declared and  set  apart  for
payment, before any dividends shall be declared or paid upon  the
Common  Stock  or  any other class of stock of  the  Company  not
having  preference  over the Preferred Stock  as  to  payment  of
dividends.  Dividends shall not be declared  and  set  apart  for
payment,  or paid, on the Preferred Stock of any one series,  for
any   dividend  period,  unless  dividends  have  been   or   are
contemporaneously declared and set apart for payment or  paid  on
the  Preferred  Stock  of  all series for  all  dividend  periods
terminating on the same or an earlier date.

        (2)When  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, the  Board  of
Directors may, subject to the provisions of the laws of the State
of  Illinois  and  of  the  Articles  of  Incorporation,  declare
dividends  on the Common Stock or any other class of  stock  over
which  the  Preferred Stock has a preference  as  to  payment  of
dividends, and no holders of any series of the Preferred Stock as
such  shall be entitled to share therein; provided, however, that
no  dividends shall be paid on Common Stock or on any other class
of  stock  over  which the Preferred Stock has preference  as  to
payment  of  dividends  or as to assets, either  out  of  paid-in
surplus  or any surplus created by a reduction of stated  capital
or capital stock, or if, at the time of declaration thereof there
shall  not remain to the credit of earned surplus account, (after
deducting  therefrom the amount of such dividends), an amount  at
least equal to two times the annual dividend requirements on  all
then  outstanding shares of the Preferred Stock and of all  other
classes  of  stock over which the Preferred Stock does  not  have
preference as to the payment of dividends or as to assets.

        (3)Upon  any  dissolution, liquidation or winding  up  of
the  Company,  whether voluntary or involuntary, the  holders  of
Preferred  Stock  of each series, without any preference  of  the
shares  of any series of Preferred Stock over the shares  of  any
other series of Preferred Stock, shall be entitled to receive out
of  the assets of the Company, whether capital, surplus or other,
before any distribution of the assets to be distributed shall  be
made  to  the  holders of Common Stock or of any other  class  of
stock  not  having  preference as to assets  over  the  Preferred
Stock, the amount determined to be payable on the shares of  such
series  in the event of voluntary or involuntary liquidation,  as
the  case  may be. After payment to the holders of the  Preferred
Stock of the full preferential amounts hereinbefore provided for,
the holders of the Preferred Stock as such shall have no right or
claim to any of the remaining assets of the Company, either  upon
any  distribution of such assets or upon dissolution, liquidation
or  winding  up,  and the remaining assets to be distributed,  if
any,  upon  a  distribution of such assets or  upon  dissolution,
liquidation  or  winding up, may be distributed, subject  to  the
provisions of the laws of the State of Illinois and the  Articles
of Incorporation, among the holders of the Common Stock or of any
other  class  of  stock  over  which  the  Preferred  Stock   has
preference  as  to  assets. Without limiting  the  right  of  the
Company  to  distribute its assets or to dissolve,  liquidate  or
wind up in connection with any sale, merger or consolidation, the
sale  of  all  the property of the Company to, or the  merger  or
consolidation  of the Company into or with any other  corporation
shall  not  be  deemed  to  be  a distribution  of  assets  or  a
dissolution, liquidation or winding up for the purposes  of  this
paragraph.

        (4)At  the  option  of  the Board  of  Directors  of  the
Company,  the  Company may redeem any series of  Preferred  Stock
determined  to be redeemable, or any part of any series,  at  any
time   at  the  redemption  price  determined  for  such  series;
provided, however, that not less than thirty nor more than  sixty
days  previous to the date fixed for redemption a notice  of  the
time and place thereof shall be given to the holders of record of
the Preferred Stock so to be redeemed, by mail or publication, in
such manner as may be prescribed by the Bylaws of the Company  or
by  resolution of the Board of Directors; and, provided, further,
that  in  every  case  of redemption of  less  than  all  of  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. At any time after notice of redemption has been  given
in  the  manner  prescribed by the Bylaws of the  Company  or  by
resolution of the Board of Directors to the holders of  stock  so
to be redeemed, the Company may deposit, or may cause its nominee
to  deposit,  the aggregate redemption price with  some  bank  or
trust company named in such notice, payable on the date fixed for
redemption  as  aforesaid  and in the amounts  aforesaid  to  the
respective orders of the holders of the shares so to be redeemed,
on  endorsement to the Company or its nominee, or  otherwise,  as
may  be required, and upon surrender of the certificates for such
shares.  Upon the deposit of said money as aforesaid, or,  if  no
such  deposit  is  made, upon said redemption  date  (unless  the
Company 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, or, if no such deposit is made, after the
redemption  date  (the  Company not having  defaulted  in  making
payment of the redemption price as set forth in such notice), the
said  holders  shall  have no interest in or  claim  against  the
Company or its nominee with respect to said shares, but shall  be
entitled  only  to  receive said moneys on  the  date  fixed  for
redemption as aforesaid from said bank or trust company, or if no
such deposit is made, from the Company, without interest thereon,
upon  endorsement, if required, and surrender of the certificates
as aforesaid.

            If  such  deposit shall be made by a nominee  of  the
Company as aforesaid, such nominee shall upon such deposit become
the  owner  of the shares with respect to which such deposit  was
made  and certificates of stock may be issued to such nominee  in
evidence of such ownership.

            In  case the holder of any such Preferred Stock shall
not,  within  six  years  after said deposit,  claim  the  amount
deposited  as  above  stated  for  the  redemption  thereof,  the
Depositary shall upon demand pay over to the Company such amounts
so  deposited and the Depositary shall thereupon be relieved from
all responsibility to the holder thereof.

            Nothing herein contained shall limit any legal  right
of the Company to purchase any shares of the Preferred Stock.

        (5)At  all  meetings of the shareholders of the  Company,
the  holders of the Preferred Stock shall be entitled to one vote
for each share of such Preferred Stock held by them respectively.


         (6)  So  long as any shares of the Preferred  Stock  are
outstanding, no amendment to the Articles of Incorporation  shall
be  adopted  without the affirmative vote of the  holders  of  at
least 66-2/3% of the shares of Preferred Stock outstanding at the
time  of  the  adoption  of such amendment,  which  would  either
(a)  create  any  class of shares preferred as  to  dividends  or
assets  over the Preferred Stock, or (b) change the designations,
preferences, qualifications, limitations, restrictions  or  other
special  or  relative  rights of the then  outstanding  Preferred
Stock;   provided,  however,  that  nothing  in  this   paragraph
contained  shall authorize the adoption of any amendment  of  the
Articles  of Incorporation by the vote of the holders of  a  less
number  of  shares of Preferred Stock, or of any other  class  of
stock,  or  of  all  classes of stock, than is required  for  the
adoption  of such amendment by the laws of the State of  Illinois
at that time applicable thereto.

        (7)So long as any shares of the Preferred Stock shall  be
outstanding, the Company shall not issue or assume any  evidences
of indebtedness maturing more than twelve months from the date of
issue  or  assumption  in an amount at any one  time  outstanding
exceeding  15%  of the aggregate, at the time of  such  issue  or
assumption,  of the stated capital represented by the outstanding
shares of Preferred Stock and any other class of stock over which
the  Preferred Stock has a preference as to dividends  or  assets
and of the surplus of the Company (paid-in, earned, and other, if
any),  unless  (i)  such  evidences of  indebtedness  are  either
(a)  bonds issued under the Mortgage and Deed of Trust to Bankers
Trust  Company, New York, as Trustee, dated as of April 1,  1933,
assumed  by  the  Company, or (b) bonds  or  other  evidences  of
indebtedness issued under another mortgage and deed of  trust  on
substantially all the mortgageable property of the Company, under
which  mortgage  and  deed of trust bonds or other  evidences  of
indebtedness  have  been  issued, upon  the  basis,  directly  or
indirectly, of the refunding of bonds issued under said  Mortgage
and  Deed of Trust, dated as of April 1, 1933 and permitting  the
issuance  of  additional bonds or evidences of indebtedness  upon
the  basis  directly  or  indirectly, of  the  refunding  of  the
remainder  thereof, if any, or (c) indebtedness  secured  by  the
pledge  of  bonds or evidences of indebtedness issued under  said
Mortgage  and Deed of Trust, dated as of April 1, 1933,  or  such
other mortgage and deed of trust, to an equal principal amount of
such bonds or such evidences of indebtedness pledged, or (ii) the
issue  and assumption of said evidence of indebtedness  has  been
submitted to the vote of the shareholders of the Company  at  any
annual  or  special meeting thereof, has been  approved  at  such
meeting  by the affirmative vote of the holders of a majority  of
the outstanding shares of the Company, irrespective of class, and
has  not been voted against at such meeting by the holders of 33-
1/3% or more of the outstanding shares of Preferred Stock.

        (8)So  long  as  any shares of Preferred Stock  shall  be
outstanding

            (a) No  shares of Preferred Stock or
                of  any  other  class  of  stock
                over  which the Preferred  Stock
                does  not have preference as  to
                the payment of dividends and  as
                to   assets,  shall  be  issued,
                sold  or  otherwise disposed  of
                unless  the  net income  of  the
                Company   available   for    the
                payment  of  dividends   for   a
                period   of  twelve  consecutive
                calendar   months   within   the
                fifteen     calendar      months
                immediately    preceding     the
                issuance,  sale  or  disposition
                of  such stock is at least equal
                to   2   1/2  times  the  annual
                dividend  requirements  of   all
                outstanding shares of  Preferred
                Stock  and of all other  classes
                of    stock   over   which   the
                Preferred  Stock does  not  have
                preference as to the payment  of
                dividends  and  as  to   assets,
                including  the  shares  proposed
                to be issued;

            (b) After  the  Company  has  issued
                131,464   shares  of   Preferred
                Stock,  no additional shares  of
                Preferred Stock shall be  issued
                unless prior thereto, the  total
                of  the  stated capital  of  the
                Company  represented  by  shares
                of    stock   over   which   the
                Preferred    Stock     has     a
                preference as to the payment  of
                dividends  and  as  to   assets,
                shall  have been increased  over
                the  stated  capital represented
                by  the  Common Stock  on  March
                31,  1936 by an amount at  least
                equal   to  the  aggregate   par
                value  of the additional  shares
                of  Preferred Stock proposed  to
                be issued.

        (9)The  term "accrued dividends" shall be deemed to  mean
in  respect of any share of the Preferred Stock of any series, as
of  any  given date, the amount, if any, by which the product  of
the  rate  of dividend per annum, determined upon the  shares  of
such series, multiplied by the number of years and any fractional
part of a year which shall have elapsed from the date after which
dividends  on  such stock became cumulative to such  given  date,
exceeds  the total dividends actually paid on such stock and  the
dividends  declared and set apart for payment.  Accumulations  of
dividends shall not bear interest.

            The  term  "outstanding", whenever used  herein  with
respect  to  shares of Preferred Stock or of any other  class  of
stock which are by their terms redeemable, shall not include  any
such  shares which have been called for redemption in  accordance
with  the  provisions  applicable  thereto,  of  which  call  for
redemption  notice  shall have been given  as  required  by  such
provisions,  and  for  the redemption of which  a  sum  of  money
sufficient  to  pay the amount payable on such  redemption  shall
have been deposited with a bank or trust company, irrevocably  in
trust for such purpose.


                    CLASS A PREFERRED STOCK

Provision for Division Into and Issue in Series of Class A  Prefe
rred
       Stock and Grant of Authority to Board of Directors


            The  shares  of the Class A Preferred  Stock  may  be
divided  into  and  issued  in  series.  Each  series  shall   be
designated  so  as  to distinguish the shares  thereof  from  the
shares  of  all  other series and classes and all shares  of  the
Class A Preferred Stock irrespective of series shall be identical
except  as  to  the following relative rights and preferences  in
respect  of  any or all of which there may be variations  between
different series and authority is hereby expressly vested in  the
Board of Directors, to the extent that series are not established
by  the  Articles  of  Incorporation and the variations  and  the
relative  rights  and  preferences as between  series  fixed  and
determined therein, to establish series and to fix and  determine
the  following  relative  rights and preferences  of  the  shares
thereof  in  accordance  with  the  provisions  of  the  Business
Corporation Act of Illinois applicable thereto:

        (a) The rate of dividend;

        (b) The   price   at  and  the  terms   and
            conditions  on  which  shares  may   be
            redeemed;

        (c) The amount payable upon shares in event
            of involuntary liquidation;

        (d) The amount payable upon shares in event
            of voluntary liquidation;

        (e) Sinking   fund   provisions   for   the
            redemption  or purchase of shares  (the
            term  "sinking fund", as  used  herein,
            including  any analogous fund,  however
            designated).

            The  Board of Directors is hereby authorized to issue
and  sell  all  the  authorized and unissued shares  of  Class  A
Preferred  Stock  as shares of any series which shall  have  been
duly  established,  and  in  the event  that  the  Company  shall
acquire,  by  purchase  or redemption or  otherwise,  any  issued
shares of its Class A Preferred Stock of any series, the Board of
Directors  may  resell or convert and sell, in their  discretion,
any  shares  so acquired as shares of the same or  of  any  other
series  of  Class A Preferred Stock which shall  have  been  duly
established.

            Shares  of  any  series of Class A  Preferred  Stock,
without par value, may be issued for such consideration, not less
than  the aggregate preferential amount payable upon such  shares
in  the event of involuntary liquidation, as may be fixed by  the
Board of Directors prior to the time of such issuance and, except
as  otherwise determined by the Board of Directors in  accordance
with  the  provisions of the Business Corporation Act of Illinois
applicable thereto, the entire amount of such consideration shall
be stated capital.

            The  General Provisions heretofore set forth in  this
Article  3  following  the heading, "Preferred  Stock"  shall  be
applicable in all respects to the Class A Preferred Stock and any
reference  therein to "Preferred Stock" shall  in  each  instance
include,  within the meaning of that term, the Class A  Preferred
Stock.  In  applying said General Provisions,  the  reference  in
paragraph (b) thereof to "aggregate par value" shall, in the case
of  the  Class  A  Preferred Stock, be deemed  to  refer  to  the
aggregate amount payable in event of involuntary liquidation upon
the  additional shares of Class A Preferred Stock proposed to  be
issued.

            In   addition  to  the  requirement  concerning   the
declaration  of  dividends on the Common Stock or  any  class  of
stock  over  which the Preferred Stock and the Class A  Preferred
Stock  have  preference  as to payment of  dividends,  which  are
contained in paragraph (2) under the General Provisions  referred
to  in  the preceding paragraph, it shall also be a condition  to
the declaration of dividends on the Common Stock or any class  of
stock  over  which the Preferred Stock and the Class A  Preferred
Stock have preference as to payment of dividends, by the Board of
Directors as contemplated in said paragraph (2) that all  amounts
required  to  be paid or set aside for any sinking fund  for  the
retirement of Class A Preferred Stock of any series, with respect
to  all preceding sinking fund dates, shall have been paid or set
aside.


        Series of Class A Preferred Stock Established by
                     the Board of Directors


            Pursuant  to  the foregoing authority conferred  upon
the  Board  of Directors, 220,000 of the authorized but  unissued
shares  of  Class  A  Preferred Stock of  the  Company  shall  be
established  as  a  series of Class A Preferred  Stock  which  is
hereby designated 5.85% Class A Preferred Stock, and the relative
rights  and  preferences of the shares of said  series  in  those
respects in which the shares thereof may vary from the shares  of
other series, shall be as follows:

        (a) The rate of dividend shall be $5.85 per
            annum.

        (b) The shares will not be redeemable prior
            to  July 1, 2003. On and after July  1,
            2003, the shares will be redeemable  at
            the option of the Company, in whole  or
            in  part, at a price of $100 per  share
            plus  accrued dividends to the date  of
            redemption.

        (c) The   amount   payable  in   event   of
            involuntary liquidation shall  be  $100
            per share, plus accrued dividends.

        (d) The   amount   payable  in   event   of
            voluntary liquidation shall be $100 per
            share, plus accrued dividends.

        (e) The  5.85% Class A Preferred Stock will
            be   entitled  to  a  sinking  fund  as
            follows:  11,000 shares of  such  stock
            shall  be redeemed on July 1, 2003  and
            on   each  July  1  thereafter  to  and
            including  July  1, 2007,  and  165,000
            shares  of such stock shall be redeemed
            on  July 1, 2008, in each case at  $100
            per  share,  plus accrued dividends  to
            the  redemption date. This sinking fund
            requirement may be satisfied  in  whole
            or  in  part by crediting against  such
            requirement   shares  of   such   stock
            redeemed by the Company at its  option,
            purchased  by the Company in  the  open
            market   or  acquired  by  the  Company
            otherwise  than  through  the   sinking
            fund.


        Series of Class A Preferred Stock Established by
                     the Board of Directors


            Pursuant  to  the foregoing authority conferred  upon
the  Board  of Directors, 250,000 of the authorized but  unissued
shares  of  Class  A  preferred stock of  the  Company  shall  be
established  as  a  series of Class A preferred  stock  which  is
hereby  designated Flexible Auction Rate Preferred Stock, without
par  value, and that the relative rights and preferences  of  the
shares  of said series in those respects in which shares  thereof
may vary from the shares of other series, shall be as follows:

        Definitions.  As used herein, the following  terms  shall
have   the  following  meanings,  unless  the  context  otherwise
requires.  To  the  extent  definitions  contain  procedures   or
specifications  concerning  the determination  of  time  periods,
rates  or other matters, such procedures and specifications shall
be  applicable  to  the  shares  of  the  Flexible  Auction  Rate
Preferred  Stock, without par value, as fully  as  if  set  forth
independently from such definitions.

          (i)   "60-day 'AA' Composite Commercial Paper Rate", on
any  date,  shall mean (i) the interest equivalent of the  60-day
rate  on  commercial  paper placed on  behalf  of  issuers  whose
corporate bonds are rated "AA" by S&P or "Aa" by Moody's  or  the
equivalent of either or both of such ratings by such agencies  or
another rating agency, as such 60-day rate is made available on a
discount  basis or otherwise by the Federal Reserve Bank  of  New
York  on  the  Business Day immediately preceding  such  date  or
(ii)  in the event that the Federal Reserve Bank of New York does
not  make  available such a rate, then the arithmetic average  of
the  interest  equivalent of the 60-day rate on commercial  paper
placed  on behalf of such issuers, as quoted on a discount  basis
or  otherwise  by the Commercial Paper Dealers,  to  the  Auction
Agent  for  the close of business on the Business Day immediately
preceding  such  date. If any Commercial Paper  Dealer  does  not
quote  a  rate  required to determine the 60-day  "AA"  Composite
Commercial Paper Rate, the 60-day "AA" Composite Commercial Paper
Rate  shall  be  determined  on the basis  of  the  quotation  or
quotations furnished by the remaining Commercial Paper Dealer and
any Substitute Commercial Paper Dealer or Dealers selected by the
Company to provide such rate or rates not being supplied  by  any
Commercial  Paper Dealer or Dealers, as the case may be,  or,  if
the  Company does not select any such Substitute Commercial Paper
Dealer  or Dealers, by the remaining Commercial Paper Dealer.  If
the  number  of  Dividend Period Days in  a  Short-Term  Dividend
Period  shall be (i) fewer than 70 days, such rate shall  be  the
interest equivalent of the 60-day rate on such commercial  paper,
(ii)  70 or more days but fewer than 85 days, such rate shall  be
the  arithmetic average of the interest equivalent of the  60-day
and  90-day rates on such commercial paper, and (iii) 85 or  more
days  but  fewer than 3 months, such rate shall be  the  interest
equivalent of the 90-day rate on such commercial paper.  For  the
purpose  of  this  definition, any arithmetic  average  shall  be
rounded to the nearest one-thousandth (.001) of one percent  (or,
if  there is no nearest one-thousandth (.001) of one percent,  to
the  next  highest  one-thousandth (.001) of  one  percent),  and
"interest  equivalent" means the equivalent yield  on  a  360-day
basis   of  a  discount-basis  security  to  an  interest-bearing
security.

        (ii)   "90-day 'AA' Composite Commercial Paper Rate",  on
any  date,  shall mean (i) the interest equivalent of the  90-day
rate  on  commercial  paper placed on  behalf  of  issuers  whose
corporate bonds are rated "AA" by S&P or "Aa" by Moody's  or  the
equivalent of either or both of such ratings by such agencies  or
another rating agency, as such 90-day rate is made available on a
discount  basis or otherwise by the Federal Reserve Bank  of  New
York  on  the  Business Day immediately preceding  such  date  or
(ii)  in the event that the Federal Reserve Bank of New York does
not  make  available such a rate, then the arithmetic average  of
the  interest  equivalent of the 90-day rate on commercial  paper
placed  on behalf of such issuers, as quoted on a discount  basis
or  otherwise  by the Commercial Paper Dealers,  to  the  Auction
Agent  for  the close of business on the Business Day immediately
preceding  such  date. If any Commercial Paper  Dealer  does  not
quote  a  rate  required to determine the 90-day  "AA"  Composite
Commercial Paper Rate, the 90-day "AA" Composite Commercial Paper
Rate  shall  be  determined  on the basis  of  the  quotation  or
quotations furnished by the remaining Commercial Paper Dealer and
any Substitute Commercial Paper Dealer or Dealers selected by the
Company to provide such rate or rates not being supplied  by  any
Commercial  Paper Dealer or Dealers, as the case may be,  or,  if
the  Company does not select any such Substitute Commercial Paper
Dealer or Dealers, by the remaining Commercial Paper Dealer.  For
the  purpose of this definition, any arithmetic average shall  be
rounded to the nearest one-thousandth (.001) of one percent  (or,
if  there is no nearest one-thousandth (.001) of one percent,  to
the  next  highest  one-thousandth (.001) of  one  percent),  and
"interest  equivalent" means the equivalent yield  on  a  360-day
basis   of  a  discount-basis  security  to  an  interest-bearing
security.

         (iii)   "Affiliate" shall mean any Person known  to  the
Auction Agent to be controlled by, in control of or under  common
control with the Company.

        (iv)    "Agent  Member"  shall  mean  the  member  of  or
participant in the Securities Depository that will act on  behalf
of  a  Bidder  and is identified as such in such Bidder's  Master
Purchaser's Letter.

           (v)    "Applicable  'AA'  Composite  Commercial  Paper
Rate",  for  any Multiple Quarterly Dividend Period or  Long-Term
Dividend  Period,  on any date, shall mean in  the  case  of  any
Multiple  Quarterly Dividend Period or Long-Term Dividend  Period
having a term (i) more than 49 days but fewer than 120 days,  the
interest equivalent of the 90-day rate, (ii) 120 days or more but
fewer  than  148  days, the arithmetic average  of  the  interest
equivalent  of the 90-day and 180-day rates, (iii)  148  days  or
more but fewer than 210 days, the interest equivalent of the 180-
day  rate,  (iv) 210 days or more but fewer than  238  days,  the
arithmetic average of the interest equivalent of the 180-day  and
270-day  rates, and (v) 238 or more days but less than one  year,
the  interest equivalent of the 270-day rate, on commercial paper
placed on behalf of issuers whose corporate bonds are rated  "AA"
by S&P or "Aa" by Moody's, or the equivalent of either or both of
such  ratings  by such agencies or such rating by another  rating
agency, as made available on a discount basis or otherwise by the
Federal Reserve Bank of New York for the Business Day immediately
preceding such date or in the event that the Federal Reserve Bank
of  New  York  does not make available any such  rate,  then  the
arithmetic  average of such rates, as quoted on a discount  basis
or otherwise by the Commercial Paper Dealers to the Auction Agent
for the close of business on the Business Day next preceding such
date.  If  any  Commercial Paper Dealer does  not  quote  a  rate
required  to  determine the Applicable "AA" Composite  Commercial
Paper  Rate, the Applicable "AA" Composite Commercial Paper  Rate
shall  be  determined on the basis of the quotation or quotations
furnished  by  the  remaining Commercial  Paper  Dealer  and  any
Substitute  Commercial Paper Dealer or Dealers  selected  by  the
Company to provide such rate or rates not being supplied  by  any
Commercial  Paper Dealer or Dealers, as the case may be,  or,  if
the  Company does not select any such Substitute Commercial Paper
Dealer or Dealers, by the remaining Commercial Paper Dealer.  For
the  purpose of this definition, any arithmetic average shall  be
rounded to the nearest one-thousandth (.001) of one percent  (or,
if  there is no nearest one-thousandth (.001) of one percent,  to
the  next  highest  one-thousandth (.001)  of  one  percent)  and
"interest  equivalent" means the equivalent yield  on  a  360-day
basis   of  a  discount-basis  security  to  an  interest-bearing
security.

        (vi)    "Applicable  Rate" shall mean dividend  rate  per
annum  applicable  to the shares of Flexible Preferred  during  a
Dividend Period. If an Auction is not held on an Auction Date for
any reason (other than because of the discontinuation of Auctions
that results in the Applicable Rate becoming the Default Rate  or
because  of  the  prior  call for redemption  of  all  shares  of
Flexible  Preferred then outstanding), except in certain  limited
circumstances discussed under paragraph (f) of the definition  of
Auction  Procedures,  the dividend rate for the  next  succeeding
Dividend  Period  shall  be the Maximum  Applicable  Rate  for  a
Quarterly  Dividend  Period or, if the next  succeeding  Dividend
Period  is  a  Seven-Day Dividend Period, a  Short-Term  Dividend
Period, determined as of such Auction Date.

        (vii)    "Applicable Treasury Rate", on  any  date,  with
respect  to Flexible Preferred with a Multiple Quarterly Dividend
Period or a Long-Term Dividend Period of one year or more,  means
the interest equivalent of the rate for direct obligations of the
United States Treasury having an original maturity which is equal
to,  or  next  lower than, the length of such Multiple  Quarterly
Dividend Period or Long-Term Dividend Period, as the case may be,
or  thirty years, in the case of a Perpetual Dividend Period,  as
published weekly by the Federal Reserve Board in "Federal Reserve
Statistical Release H.15(519)--Selected Interest Rates",  or  any
successor  publication by the Federal Reserve Board, within  five
Business Days preceding such date. In the event that the  Federal
Reserve  Board  does not publish such weekly per  annum  interest
rate,  or  if  such release is not yet available, the  Applicable
Treasury  Rate  will be the arithmetic average of  the  secondary
market bid rates as of approximately 3:30 PM, New York City time,
on  the Business Day next preceding such date, of Kidder, Peabody
&   Co.  Incorporated  and  Smith  Barney,  Harris  Upham  &  Co.
Incorporated  or,  in  lieu of either thereof,  their  respective
affiliates   or  successors  (the  "U.S.  Government   Securities
Dealers") obtained by the Auction Agent (or in lieu thereof,  the
Company) for the issue of direct obligations of the United States
Treasury, in an aggregate principal amount of at least $1,000,000
with  a  remaining  maturity equal to, or next  lower  than,  the
length  of  such Multiple Quarterly Dividend Period or  Long-Term
Dividend Period, as the case may be, or thirty years, in the case
of a Perpetual Dividend Period. If any U.S. Government Securities
Dealer does not quote a rate required to determine the Applicable
Treasury  Rate, the Applicable Treasury Rate shall be  determined
on  the  basis  of the quotation or quotations furnished  by  the
remaining  U.S.  Government Securities Dealer or  any  Substitute
U.S.  Government  Securities Dealer or Dealers  selected  by  the
Company to provide such rate or rates not being supplied  by  any
U.S. Government Securities Dealer or Dealers, as the case may be,
or,  if  the  Company  does not select any such  Substitute  U.S.
Government  Securities Dealer or Dealers, by the  remaining  U.S.
Government  Securities Dealer; provided, that in  the  event  the
Company is unable to cause such quotations to be furnished to the
Auction  Agent  (or,  if  applicable, to  the  Company)  by  such
sources, the Company may cause the Applicable Treasury Rate to be
furnished  to  the  Auction  Agent (or,  if  applicable,  to  the
Company) by such alternative source or sources as the Company  in
good  faith  deems  to  be  reliable. For  the  purpose  of  this
definition,  (i) any arithmetic average shall be rounded  to  the
nearest one-thousandth (.001) of one percent (or, if there is  no
nearest one-thousandth (.001) of one percent, to the next highest
one-thousandth  (.001)  of  one  percent),  (ii)  the   "interest
equivalent" means the equivalent yield on a 360-day  basis  of  a
discount-basis  security  to  an  interest-bearing  security  and
(iii)  "Substitute U.S. Government Securities Dealer"  means  any
dealer  in  United  States  Treasury obligations,  the  principal
office of which is located in New York City, that is a nationally
recognized  leading  dealer  in  the  market  for  United  States
Treasury obligations, provided that no such dealer may be a  U.S.
Government Securities Dealer or any affiliate of the Company.

         (viii)    "Articles"   shall  mean   the   Articles   of
Incorporation of the Company, as amended.

        (ix)    "Auction"  shall mean the periodic implementation
of the Auction Procedures.

          (x)    "Auction Agent" shall mean Bankers Trust Company
(together  with  any  successor bank or trust  company  or  other
entity  entering  into  an  Auction  Agent  Agreement  with   the
Company).

        (xi)    "Auction Agent Agreement" shall mean an agreement
entered into by the Company with a bank or trust company or other
entity which will provide, among other things, that such bank  or
trust  company or other entity will follow the Auction Procedures
for the purposes of determining the Applicable Rate.

        (xii)    "Auction  Date"  shall  mean  the  Business  Day
immediately preceding the first day of each Dividend Period which
commences  after the initial Dividend Period and,  in  connection
with an Auction with respect to a Quarterly Dividend Period or  a
Multiple Quarterly Dividend Period that was cancelled because  of
an  event or events not within the control of the Company and not
directly  involving  the  Company or its  properties,  the  first
Business  Day  following the date of such cancelled Auction  that
the Auction Agent determines an Auction can be held.

        (xiii)   "Auction  Procedures" shall mean  the  following
procedures pursuant to which the Applicable Rate is determined:

            (a)The  headings  of  the various subdivisions  below
    are  for  convenience of reference only and shall not  affect
    the interpretation of any of the provisions hereof.

            (b)Orders by Existing Holders and Potential Holders.

                (i)Prior  to  the  Submission  Deadline  on  each
    Auction Date:

                    (A)  each  Existing Holder may  submit  to  a
    Broker-Dealer information as to:

                         (1) the number of Outstanding shares, if
    any,  of  Flexible  Preferred held by  such  Existing  Holder
    which  such  Existing  Holder desires  to  continue  to  hold
    without   regard  to  the  Applicable  Rate  for   the   next
    succeeding Dividend Period;

                         (2) the number of Outstanding shares, if
    any,  of Flexible Preferred that such Existing Holder desires
    to  sell,  provided  that the Applicable Rate  for  the  next
    succeeding  Dividend Period shall be less than the  rate  per
    annum specified by such Existing Holder; and/or

                         (3) the number of Outstanding shares, if
    any,  of  Flexible  Preferred held by  such  Existing  Holder
    which  such Existing Holder offers to sell without regard  to
    the  Applicable Rate for the next succeeding Dividend Period;
    and

                    (B)  each  Broker-Dealer,  using  a  list  of
    Potential  Holders that shall be maintained by  such  Broker-
    Dealer  in  good  faith  for  the  purpose  of  conducting  a
    competitive   Auction,  shall  contact   Potential   Holders,
    including  Persons  that are not Existing  Holders,  on  such
    list  to  determine the number of shares, if any, of Flexible
    Preferred   that  each  such  Potential  Holder   offers   to
    purchase,  provided that the Applicable  Rate  for  the  next
    succeeding  Dividend Period shall not be less than  the  rate
    per annum specified by such Potential Holder.

            For  the  purposes  hereof, the  communication  to  a
    Broker-Dealer  of  the  information  referred  to   in   this
    paragraph  (b)(i) is hereinafter referred to  as  an  "Order"
    and  each  Existing Holder and each Potential Holder  placing
    an  Order is hereinafter referred to as a "Bidder"; an  Order
    containing  the information referred to in clause  (A)(1)  of
    this  paragraph (b)(i) is hereinafter referred to as a  "Hold
    Order";  an Order containing the information referred  to  in
    clause  (A)(2) or (B) of this paragraph (b)(i) is hereinafter
    referred  to  as  a  "Bid";  and  an  Order  containing   the
    information  referred to in clause (A)(3) of  this  paragraph
    (b)(i)  is  hereinafter referred to as a "Sell  Order".  Each
    Order  by  an  Existing  Holder or a  Potential  Holder  must
    specify  the  number of shares of Flexible Preferred  subject
    to  such  Order  in whole Units. Any Order that  specifies  a
    number  of  shares  other than in whole  Units  will  not  be
    accepted  by  the Auction Agent and will not be considered  a
    Submitted Order for purposes of the Auction.

                 (ii)     (A)  A Bid by an Existing Holder  shall
    constitute an irrevocable offer to sell:

                         (1) the number of Outstanding shares  of
    Flexible  Preferred specified in such Bid if  the  Applicable
    Rate  determined on such Auction Date shall be less than  the
    rate per annum specified in such Bid;

                         (2) the number of Outstanding shares  of
    Flexible  Preferred specified in such Bid or a lesser  number
    of  Outstanding shares of Flexible Preferred to be determined
    as  set  forth in paragraph (e)(i)(D) if the Applicable  Rate
    determined  on such Auction Date shall be equal to  the  rate
    per annum specified in such Bid; or
                         (3) the number of Outstanding shares  of
    Flexible  Preferred specified in such Bid or a lesser  number
    of  Outstanding shares of Flexible Preferred to be determined
    as  set  forth in paragraph (e)(ii)(C) if the rate per  annum
    specified  in  such  Bid  shall be higher  than  the  Maximum
    Applicable Rate and Sufficient Clearing Bids do not exist.

                    (B)  A Sell Order by an Existing Holder shall
    constitute an irrevocable offer to sell:

                         (1) the number of Outstanding shares  of
    Flexible   Preferred  specified  in  such   Sell   Order   if
    Sufficient Clearing      Bids do exist; or

                         (2) the number of Outstanding shares  of
    Flexible  Preferred specified in such Sell Order or a  lesser
    number  of  Outstanding shares of Flexible  Preferred  to  be
    determined   as   set  forth  in  paragraph   (e)(ii)(C)   if
    Sufficient Clearing Bids do not exist.

                    (C)   A  Bid  by  a  Potential  Holder  shall
    constitute an irrevocable offer to purchase:

                         (1) the number of Outstanding shares  of
    Flexible  Preferred specified in such Bid if  the  Applicable
    Rate  determined on such Auction Date shall  be  higher  than
    the rate per annum specified in such Bid; or

                         (2) the number of Outstanding shares  of
    Flexible  Preferred specified in such Bid or a lesser  number
    of  Outstanding shares of Flexible Preferred to be determined
    as  set  forth in paragraph (e)(i)(E) if the Applicable  Rate
    determined  on such Auction Date shall be equal to  the  rate
    per annum specified in such Bid.

            (c)Submission of Orders by Broker-Dealers to  Auction
    Agent.

                (i)Each Broker-Dealer shall submit in writing  to
    the  Auction Agent prior to the Submission Deadline  on  each
    Auction  Date  all Orders obtained by such Broker-Dealer  and
    shall specify with respect to each Order:

                    (A)  the  name  of  the Bidder  placing  such
    Order;

                    (B)   the  aggregate  number  of  shares   of
    Flexible                 Preferred that are subject  of  such
    Order;

                    (C)  to  the  extent that such Bidder  is  an
    Existing Holder;

                         (1)  the  number of shares, if  any,  of
    Flexible Preferred subject to any Hold Order placed  by  such
    Existing Holder;

                         (2)  the  number of shares, if  any,  of
    Flexible  Preferred  subject  to  any  Bid  placed  by   such
    Existing Holder and the rate specified in such Bid; and

                         (3)  the  number of shares, if  any,  of
    Flexible Preferred subject to any Sell Order placed  by  such
    Existing Holder; and

                    (D)  to  the  extent that such  Bidder  is  a
    Potential  Holder,  the  rate and the  number  of  shares  of
    Flexible Preferred specified in such Potential Holder's Bid.

                  (ii)     If  any  rate  specified  on  any  Bid
    contains more than three figures to the right of the  decimal
    point,  the  Auction Agent shall round such rate  up  to  the
    next higher one thousandth (.001) of one percent.


                (iii)     If any Order or Orders covering all  of
    the  Outstanding  shares of Flexible  Preferred  held  by  an
    Existing  Holder is not submitted to the Auction Agent  prior
    to  the  Submission Deadline, the Auction Agent shall deem  a
    Hold  Order to have been submitted on behalf of such Existing
    Holder  covering the number of Outstanding shares of Flexible
    Preferred  held  by such Existing Holder and not  subject  to
    Orders submitted to the Auction Agent.

            (iv)    If  one  or  more  Orders  covering  in   the
    aggregate  more  than  the number of  Outstanding  shares  of
    Flexible  Preferred held by an Existing Holder are  submitted
    to  the Auction Agent, such Orders shall be considered  valid
    as follows and in the following order of priority:

                    (A)  Any  Hold Order submitted on  behalf  of
    such  Existing  Holder shall be considered valid  up  to  and
    including  the  number  of  Outstanding  shares  of  Flexible
    Preferred  held  by such Existing Holder;  provided  that  if
    more  than  one  Hold Order is submitted on  behalf  of  such
    Existing   Holder  and  the  number  of  shares  of  Flexible
    Preferred  subject to such Hold Orders exceeds the number  of
    Outstanding  shares  of  Flexible  Preferred  held  by   such
    Existing  Holder, the number of shares of Flexible  Preferred
    subject  to  such Hold Orders shall be reduced  pro  rata  in
    whole  Units so that such Hold Orders shall cover the  number
    of  Outstanding  shares of Flexible Preferred  held  by  such
    Existing Holder.

                    (B)  Any Bid shall be considered valid to the
    extent  and in the order of priority specified in this clause
    (B):

                         (1) any Bid shall be considered valid up
    to  and including the excess (the "Bid Excess") of the number
    of  Outstanding  shares of Flexible Preferred  held  by  such
    Existing  Holder  over  the  number  of  shares  of  Flexible
    Preferred  subject to Hold Orders referred  to  in  paragraph
    (c)(iv)(A); and

                         (2) subject to clause (1) above, if more
    than  one  Bid with the same rate is submitted on  behalf  of
    such Existing Holder and the number of Outstanding shares  of
    Flexible  Preferred subject to such Bids is greater than  the
    Bid  Excess,  the  number  of shares  of  Flexible  Preferred
    subject  to  such  Bids shall be reduced pro  rata  in  whole
    Units  so that such Bids shall cover the number of shares  of
    Flexible Preferred equal to the Bid Excess; and

                         (3) subject to clause (1) above, if more
    than  one Bid with different rates is submitted on behalf  of
    such Existing Holder, such Bids shall be considered valid  in
    the  ascending  order of their respective  rates  up  to  and
    including  the Bid Excess, provided that, in any  event,  the
    number,  if  any, of Outstanding shares subject to  Bids  not
    valid  under this clause (B) shall be treated as the  subject
    of a Bid by a Potential Holder.

                    (C)  Any Sell Order shall be considered valid
    to  the extent and in the order of priority specified in this
    clause (C):

                         (1)  any  Sell Order shall be considered
    valid  up to and including the excess (the "Sell Excess")  of
    the  number of Outstanding shares of Flexible Preferred  held
    by  such  Existing  Holder  over  the  number  of  shares  of
    Flexible  Preferred, subject to Hold Orders  referred  to  in
    paragraph  (c)(iv)(A)  and  Bids  referred  to  in  paragraph
    (c)(iv)(B); and

                         (2) subject to clause (1) above, if more
    than  one  Sell Order is submitted on behalf of such Existing
    Holder  and  the  number of Outstanding  shares  of  Flexible
    Preferred  subject to such Sell Orders is  greater  than  the
    Sell  Excess,  the  number of shares  of  Flexible  Preferred
    subject  to  such Sell Orders shall be reduced  pro  rata  in
    whole  Units so that such Sell Orders shall cover the  number
    of shares of Flexible Preferred equal to the Sell Excess.

                (v)If  more than one Bid is submitted  on  behalf
    of  any  Potential  Holder, each Bid  submitted  shall  be  a
    separate  Bid with the rate and number of shares of  Flexible
    Preferred therein specified.

                (vi)      Each Order by an Existing Holder  or  a
    Potential  Holder must specify numbers of shares  subject  to
    such  Order in whole Units. Any Order that specifies a number
    of  shares other than in whole Units will not be accepted and
    will  not be considered a Submitted Order for purposes of  an
    Auction.

            (d)Determination   of   Sufficient   Clearing   Bids,
    Winning Bid Rate and Applicable Rate.

                (i)Not  earlier than the Submission  Deadline  on
    each  Auction  Date,  the Auction Agent  shall  assemble  all
    Orders  submitted or deemed submitted to it  by  the  Broker-
    Dealers (each such Order as submitted or deemed submitted  by
    a  Broker-Dealer  being hereinafter referred to  individually
    as  a  "Submitted  Hold  Order",  a  "Submitted  Bid"  or   a
    "Submitted  Sell  Order",  as  the  case  may  be,  or  as  a
    "Submitted Order") and shall determine:
                    (A)  the  excess  of  the  total  number   of
    Outstanding shares of Flexible Preferred over the  number  of
    Outstanding  shares  of  Flexible  Preferred  that  are   the
    subject   of   Submitted  Hold  Orders  (such  excess   being
    hereinafter   referred   to   as  the   "Available   Flexible
    Preferred");

                    (B)  from  the Submitted Orders  whether  the
    number  of Outstanding shares of Flexible Preferred that  are
    the   subject   of   Submitted  Bids  by  Potential   Holders
    specifying  one  or  more rates equal to or  lower  than  the
    Maximum Applicable Rate exceeds or is equal to the sum of:

                         (x) the number of Outstanding shares  of
                    Flexible  Preferred that are the  subject  of
                    Submitted    Bids    by   Existing    Holders
                    specifying one or more rates higher than  the
                    Maximum Applicable Rate; and

                         (y) the number of Outstanding shares  of
                    Flexible   Preferred  that  are  subject   to
                    Submitted Sell Orders

                    (if  such  excess  or  such  equality  exists
                    (other  than because the number of shares  of
                    Flexible Preferred in clauses (x) and (y)  is
                    each  zero  because  all of  the  Outstanding
                    shares  of Flexible Preferred are the subject
                    of  Submitted  Hold Orders),  such  Submitted
                    Bids  by  Potential Holders being hereinafter
                    referred   to   collectively  as  "Sufficient
                    Clearing Bids"); and

                    (C)  If  Sufficient Clearing Bids exist,  the
    lowest  rate  specified in the Submitted Bids  (the  "Winning
    Bid Rate") which if the Auction Agent accepted:


                         (1)  each  Submitted Bid  from  Existing
    Holders  specifying such lowest rate and all other  Submitted
    Bids  from Existing Holders specifying rates lower than  such
    lowest rate; and

                         (2)  each  Submitted Bid from  Potential
    Holders  specifying such lowest rate and all other  Submitted
    Bids  from Potential Holders specifying rates lower than such
    lowest  rate would result in such Existing Holders  described
    in  subclause (1) continuing to hold an aggregate  number  of
    Outstanding shares of Flexible Preferred that, when added  to
    the number of Outstanding shares of Flexible Preferred to  be
    purchased   by   such   Potential   Holders   described    in
    subclause  (2),  would  equal not  less  than  the  Available
    Flexible Preferred.


                 (ii)     Promptly  after the Auction  Agent  has
    made  the  determinations pursuant to paragraph  (d)(i),  the
    Auction  Agent  shall  advise  the  Company  of  the  Maximum
    Applicable  Rate  and,  based  on  such  determinations,  the
    Applicable Rate for the related Dividend Period as follows:

                    (A)  if Sufficient Clearing Bids exist,  that
    the  Applicable Rate for such Dividend Period shall be  equal
    to the Winning Bid Rate so determined;

                    (B)  if Sufficient Clearing Bids do not exist
    (other  than  because  all  of  the  Outstanding  shares   of
    Flexible   Preferred  are  the  subject  of  Submitted   Hold
    Orders),  then (a) if the Company has not given a  Notice  of
    Adjustment  of  Dividend  Period with  respect  to  the  next
    succeeding  Dividend  Period  or  has  given  a   Notice   of
    Revocation  with  respect thereto, that such next  succeeding
    Dividend  Period will be a Quarterly Dividend Period,  unless
    the  existing  Dividend Period is a Short-Term  Period  or  a
    Long-Term  Dividend  Period, in  either  of  such  cases  the
    succeeding  Dividend  Period will be  a  Short-Term  Dividend
    Period,  and  that  the Applicable Rate  for  the  applicable
    Dividend  Period will be the Maximum Applicable Rate  on  the
    Auction  Date for a Quarterly Dividend Period or a Short-Term
    Dividend  Period, as applicable, and (b) if the  Company  has
    given  a Notice of Adjustment of Dividend Period with respect
    to  the  next succeeding Dividend Period and has not given  a
    Notice  of  Revocation with respect thereto, that  such  next
    succeeding Dividend Period will, notwithstanding such  Notice
    of  Adjustment  of  Dividend Period, be a Quarterly  Dividend
    Period,  unless the existing Dividend Period is a  Short-Term
    Dividend Period or a Long-Term Dividend Period, in either  of
    such  cases the succeeding Dividend Period will be  a  Seven-
    Day  Dividend  Period,  all Bids  and  Sell  Orders  will  be
    rejected  and  that  the Applicable Rate for  the  applicable
    Dividend  Period  will  be the greater  of  (1)  the  Maximum
    Applicable Rate on the Auction Date for a Quarterly  Dividend
    Period  or  a Short-Term Dividend Period, as applicable,  and
    (2)  the  dividend  rate in effect for  the  Dividend  Period
    during  which  such Auction occurred; if Sufficient  Clearing
    Bids   have  not  been  made,  Existing  Holders  that   have
    submitted  Sell  Orders  will not be  able  to  sell  in  the
    Auction all, and may not be able to sell in the Auction  any,
    shares which are the subject of such submitted Sell Orders;

                    (C)  if  all  of  the Outstanding  shares  of
    Flexible Preferred are the subject of Submitted Hold  Orders,
    that  the  Applicable  Rate for the next succeeding  Dividend
    Period  shall  (1)  in  the  case of  a  Short-Term  Dividend
    Period,  be  equal  to  59%  of  the  60-day  "AA"  Composite
    Commercial Paper Rate in effect on such Auction Date, (2)  in
    the  case of a Quarterly Dividend Period, be equal to 59%  of
    the 90-day "AA" Composite Commercial Paper Rate in effect  on
    such  Auction  Date  and  (3)  in  the  case  of  a  Multiple
    Quarterly  Dividend  Period or a Long-Term  Dividend  Period,
    59%  of  the  Reference Rate in effect on such Auction  Date,
    subject in each case to a maximum of 25% per annum.


            (e)Acceptance  and  Rejection of Submitted  Bids  and
    Submitted  Sell  Orders and Allocations of Shares.   Existing
    Holders  shall continue to hold shares of Flexible  Preferred
    that  are the subject of Submitted Hold Orders and, based  on
    the  determinations  made pursuant to paragraph  (d)(i),  the
    Submitted  Bids and Submitted Sell Orders shall  be  accepted
    or  rejected  and  the Auction Agent shall  take  such  other
    action as set forth below:

                (i)If  Sufficient Clearing Bids have  been  made,
    subject  to  the provisions of paragraph (e)(iii),  Submitted
    Bids  and Submitted Sell Orders shall be accepted or rejected
    in  the  following order of priority and all other  Submitted
    Bids shall be rejected:

                    (A)  the  Submitted Sell Orders  of  Existing
    Holders  shall be accepted and the Submitted Bid of  each  of
    the  Existing Holders specifying any rate that is higher than
    the  Winning Bid Rate shall be accepted, thus requiring  each
    such   Existing  Holder  to  sell  the  shares  of   Flexible
    Preferred  that are the subject of such Submitted Sell  Order
    or Submitted Bid;

                    (B)   the  Submitted  Bid  of  each  of   the
    Existing  Holders specifying any rate that is lower than  the
    Winning Bid Rate shall be rejected, thus entitling each  such
    Existing  Holder to continue to hold the shares  of  Flexible
    Preferred that are the subject of such Submitted Bid;

                    (C)   the  Submitted  Bid  of  each  of   the
    Potential Holders specifying any rate that is lower than  the
    Winning Bid Rate shall be accepted, thus requiring each  such
    Potential  Holder  to  purchase  the  number  of  shares   of
    Flexible Preferred subject to such Submitted Bid;

                    (D)   the  Submitted  Bid  of  each  of   the
    Existing  Holders  specifying a rate that  is  equal  to  the
    Winning Bid Rate shall be rejected, thus entitling each  such
    Existing  Holder to continue to hold the shares  of  Flexible
    Preferred that are the subject of such Submitted Bid,  unless
    the  number  of  Outstanding  shares  of  Flexible  Preferred
    subject to all such Submitted Bids shall be greater than  the
    number  of shares of Flexible Preferred ("Remaining  Shares")
    equal to the excess of the Available Flexible Preferred  over
    the  number  of  shares  of  Flexible  Preferred  subject  to
    Submitted   Bids  described  in  paragraphs   (e)(i)(B)   and
    (e)(i)(C),  in which event the Submitted Bids  of  each  such
    Existing  Holder  shall be accepted, and each  such  Existing
    Holder   shall  be  required  to  sell  shares  of   Flexible
    Preferred,  but  only in an amount equal  to  the  difference
    between  (1)  the  number of Outstanding shares  of  Flexible
    Preferred then held by such Existing Holder subject  to  such
    Submitted  Bid  and  (2)  the number of  shares  of  Flexible
    Preferred   obtained  by  multiplying  (x)  the   number   of
    Remaining  Shares by (y) a fraction, the numerator  of  which
    shall  be  the  number  of  Outstanding  shares  of  Flexible
    Preferred  held  by  such  Existing Holder  subject  to  such
    Submitted Bid and the denominator of which shall be  the  sum
    of  the  number  of Outstanding shares of Flexible  Preferred
    subject  to  such  Submitted Bids made by all  such  Existing
    Holders that specified a rate equal to the Winning Bid  Rate;
    and

                    (E)   the  Submitted  Bid  of  each  of   the
    Potential  Holders specifying a rate that  is  equal  to  the
    Winning  Bid  Rate shall be accepted, but only in  an  amount
    equal  to the number of shares of Flexible Preferred obtained
    by  multiplying the difference between the Available Flexible
    Preferred  and  the  number of shares of  Flexible  Preferred
    subject  to Submitted Bids described in paragraphs (e)(i)(B),
    (e)(i)(C)  and  (e)(i)(D)  by a fraction,  the  numerator  of
    which  shall be the number of Outstanding shares of  Flexible
    Preferred  held  by  such Potential Holder  subject  to  such
    Submitted Bid and the denominator of which shall be  the  sum
    of  the  number  of Outstanding shares of Flexible  Preferred
    subject  to  such Submitted Bids made by all  such  Potential
    Holders that specified a rate equal to the Winning Bid Rate.

                 (ii)     If  Sufficient Clearing Bids  have  not
    been  made (other than because all of the Outstanding  shares
    of  Flexible Preferred are subject to Submitted Hold  Orders)
    in  an  Auction  relating  to  a Quarterly  Dividend  Period,
    subject   to  the  provisions  of  paragraphs  (e)(iii)   and
    (e)(iv),  Submitted Orders shall be accepted or  rejected  as
    follows  in  the following order of priority  and  all  other
    Submitted Bids shall be rejected:

                    (A)   the  Submitted  Bid  of  each  Existing
    Holder  specifying any rate that is equal to  or  lower  than
    the   Maximum   Applicable  Rate  shall  be  rejected,   thus
    entitling  such  Existing  Holder to  continue  to  hold  the
    shares  of  Flexible Preferred that are the subject  of  such
    Submitted Bid;

                    (B)  the  Submitted  Bid  of  each  Potential
    Holder  specifying any rate that is equal to  or  lower  than
    the   Maximum   Applicable  Rate  shall  be  accepted,   thus
    requiring  such Potential Holder to purchase  the  shares  of
    Flexible  Preferred that are the subject  of  such  Submitted
    Bid; and

                    (C)  the  Submitted  Bids  of  each  Existing
    Holder  specifying any rate that is higher than  the  Maximum
    Applicable  Rate  shall be accepted and  the  Submitted  Sell
    Orders  of  each Existing Holder shall be accepted,  in  both
    cases  only  in  an  amount equal to the  difference  between
    (1)  the  number of outstanding shares of Flexible  Preferred
    then  held  by such Existing Holder subject to such Submitted
    Bid  or Submitted Sell Order and (2) the number of shares  of
    Flexible   Preferred   obtained  by   multiplying   (x)   the
    difference between the Available Flexible Preferred  and  the
    aggregate  number of shares of Flexible Preferred subject  to
    Submitted   Bids  described  in  paragraphs  (e)(ii)(A)   and
    (e)(ii)(B)  by (y) a fraction, the numerator of  which  shall
    be  the  number  of Outstanding shares of Flexible  Preferred
    held  by  such Existing Holder subject to such Submitted  Bid
    or  Submitted Sell Order and the denominator of  which  shall
    be  the  number  of Outstanding shares of Flexible  Preferred
    subject  to  all  such  Submitted  Bids  and  Submitted  Sell
    Orders.

                (iii)     If,  as  a  result  of  the  procedures
    described  in  paragraph  (e)(i)  or  (e)(ii),  any  Existing
    Holder  would  be  entitled  or  required  to  sell,  or  any
    Potential  Holder would be entitled or required  to  purchase
    on  any Auction Date, shares of Flexible Preferred other than
    in  whole Units, the Auction Agent shall, in such manner  as,
    in  its sole discretion, it shall determine, (x) round up  or
    down  the number of shares of Flexible Preferred to  be  sold
    or  purchased by any Existing Holder or Potential  Holder  on
    such  Auction  Date  so that the number  of  shares  sold  or
    purchased  by  each  Existing Holder or Potential  Holder  on
    such  Auction  Date  shall  be in  whole  Units  of  Flexible
    Preferred   and  (y)  allocate  such       whole  Units   for
    purchase  among  Potential Holders even  if  such  allocation
    results  in  one or more of such Potential Holders purchasing
    no shares of Flexible Preferred.

                 (iv)     If  Sufficient Clearing Bids  have  not
    been  made (other than because all of the Outstanding  shares
    of  Flexible Preferred are subject to Submitted Hold  Orders)
    in  an  Auction relating to a Short-Term Dividend  Period,  a
    Multiple  Quarterly  Dividend Period or a Long-Term  Dividend
    Period,  all  Submitted  Bids and all Submitted  Sell  Orders
    shall  be  rejected, thus requiring each Existing  Holder  to
    continue  to  hold the shares of Flexible Preferred  held  by
    such  Existing Holder immediately prior to such  Auction  and
    the  next succeeding Dividend Period will be, in the case  of
    an  Auction relating to a Multiple Quarterly Dividend Period,
    a  Quarterly Dividend Period, and, in the case of an  Auction
    relating  to  a  Short-Term Dividend Period  or  a  Long-Term
    Dividend Period, a Seven-Day Dividend Period.

                (v)If  all of the Outstanding shares of  Flexible
    Preferred  are  the  subject of Submitted  Hold  Orders,  all
    Submitted Bids shall be rejected.

                 (vi)     Based  on the results of each  Auction,
    the  Auction  Agent shall determine the aggregate  number  of
    shares  of  Flexible  Preferred  to  be  purchased  and   the
    aggregate number of shares of Flexible Preferred to  be  sold
    by  Potential  Holders and Existing Holders on  whose  behalf
    each  Broker-Dealer submitted Bids or Sell Orders, and,  with
    respect  to  each  Broker-Dealer, to  the  extent  that  such
    aggregate  number  of  shares  to  be  purchased   and   such
    aggregate  number of shares to be sold differ,  determine  to
    which  other Broker-Dealer or Broker-Dealers acting  for  one
    or  more purchasers such Broker-Dealer shall deliver, or from
    which  other Broker-Dealer or Broker-Dealers acting  for  one
    or  more  sellers  such Broker-Dealer shall receive,  as  the
    case may be, shares of Flexible Preferred.

            (f)Cancelled   Auctions.   Notwithstanding   anything
    contained herein to the contrary, if an Auction with  respect
    to  a  Quarterly  Dividend  Period or  a  Multiple  Quarterly
    Dividend  Period is cancelled because of an event  or  events
    not  within  the  control  of the Company  and  not  directly
    involving the Company or its properties, an Auction  will  be
    held  on  the first Business Day following the date  of  such
    cancelled  Auction  that  the  Auction  Agent  determines  an
    Auction  can  be held. The Applicable Rate for  the  Dividend
    Period  commencing on the Quarterly Dividend Payment Date  on
    or  immediately prior to the rescheduled Auction will be  the
    Applicable Rate resulting from such Auction. Unless  Existing
    Holders  who  sell  Units  at the  rescheduled  Auction  make
    arrangements  with  their Agent Member to  assure  that  they
    will  receive  unpaid  dividends that accrued  prior  to  the
    rescheduled  Auction,  such  Existing  Holders  will  not  be
    entitled  to receive dividends on such Units on the Quarterly
    Dividend Payment Date following such Auction.

            (g)Miscellaneous.  An Existing Holder (A)  may  sell,
    transfer   or   otherwise  dispose  of  shares  of   Flexible
    Preferred only in whole Units and only pursuant to a  Bid  or
    Sell  Order in accordance with the procedures described above
    to  or  through  a  Broker-Dealer or to  a  Person  that  has
    delivered  a  signed copy of a Master Purchaser's  Letter  to
    the   Auction  Agent,  provided  that  in  the  case  of  all
    transfers  other  than  pursuant to  Auctions  such  Existing
    Holder,  its  Broker-Dealer or its Agent Member  advises  the
    Auction  Agent  of  such transfer, and  (B)  shall  have  the
    beneficial  ownership  of the shares  of  Flexible  Preferred
    held  by  it  maintained in book-entry form by the Securities
    Depository in the account of its Agent Member, which in  turn
    will  maintain  records of such Existing Holder's  beneficial
    ownership.  The Company and its Affiliates shall  not  submit
    any  Order  in any Auction except as set forth  in  the  next
    sentence.  Any  Broker-Dealer that is  an  Affiliate  of  the
    Company  may  submit  Orders in Auctions  but  only  if  such
    Orders  are  not  for its own account, except  that  if  such
    affiliated  Broker-Dealer holds shares of Flexible  Preferred
    for  its own account, it must submit a Sell Order in the next
    Auction with respect to such shares of Flexible Preferred.

            If  Sufficient Clearing Bids have been made,  or  all
    outstanding  shares  of  Flexible Preferred  are  subject  to
    Submitted  Hold  Orders,  with respect  to  an  Auction  held
    during  a  Seven-Day  Dividend Period,  the  next  succeeding
    Dividend  Period  will  be  a  Short-Term  Dividend   Period,
    otherwise  the  next succeeding Dividend  Period  will  be  a
    Seven-Day Dividend Period.

        (xiv)    "Available Flexible Preferred"  shall  have  the
meaning  specified  in paragraph (d)(i)(A) of the  definition  of
Auction Procedures.

        (xv)     "Bid"  shall  have  the  meaning  specified   in
paragraph (b)(i) of the definition of Auction Procedures.

        (xvi)    "Bidder"  shall have the  meaning  specified  in
paragraph   (b)(i)             of  the  definition   of   Auction
Procedures.

        (xvii)  "Bid Excess" shall have the meaning specified  in
paragraph (c)(iv)(B)(1) of the definition of Auction Procedures.

        (xviii)  "Broker-Dealer" shall mean any broker-dealer  or
other  entity permitted by law to perform the functions  required
of a Broker-Dealer in connection with the Auction Procedures that
has  been  selected by the Company to perform such functions  and
has entered into a Broker-Dealer Agreement with the Auction Agent
that remains effective.



        (xix)   "Broker-Dealer Agreement" shall mean an agreement
between  the Auction Agent and a Broker-Dealer pursuant to  which
such Broker-Dealer agrees to follow the Auction Procedures.

        (xx)    "Business Day" shall mean a day on which the  New
York Stock Exchange is open for trading and which is not a day on
which  banking  institutions in New York City are  authorized  or
required by law or executive order to close.

        (xxi)    "Commercial  Paper Dealers" shall  mean  Kidder,
Peabody & Co. Incorporated and Smith Barney, Harris Upham  &  Co.
Incorporated and their respective successors or affiliates.

        (xxii)   "Default Rate" shall have the meaning  specified
in   the  second  paragraph  of  paragraph  (a)  following  these
definitions.

        (xxiii) "Dividend Payment Date" shall mean each date that
dividends on shares of Flexible Preferred are payable. Such dates
shall  be (a) the first days of January, April, July and  October
with respect to Quarterly Dividend Periods and Multiple Quarterly
Dividend  Periods,  (b)  each  seventh  Wednesday  following  the
preceding  Dividend  Payment  Date  with  respect  to  Short-Term
Dividend  Periods, (c) the Business Day next succeeding the  last
day of the Dividend Period, and if payable prior to that date, on
a selected day of the second, third or fourth month (as specified
in the related Notice of Adjustment of Dividend Period) after the
commencement of the Dividend Period, and quarterly thereafter  on
the same day of each succeeding third month, with respect to Long-
Term  Dividend  Periods and (d) on the seventh day following  the
Business Day next succeeding the date of the Auction giving  rise
to  the  Seven-Day  Dividend  Period with  respect  to  Seven-Day
Dividend Periods.

        (xxiv)  "Dividend Period" shall mean the initial Dividend
Period  (date  of  initial issuance to  September  30,  1993),  a
Quarterly Dividend Period, a Multiple Quarterly Dividend  Period,
a  Short-Term Dividend Period, a Long-Term Dividend Period  or  a
Seven-Day Dividend Period.

           If  an Auction is not held on an Auction Date for  any
reason (other than because of the discontinuation of Auctions due
to a failure to pay dividends or the redemption price when due or
the prior call for redemption of all shares of Flexible Preferred
then  outstanding),  whether or not a  Notice  of  Adjustment  of
Dividend Period has been given with respect thereto, the  related
Dividend  Period will be a Quarterly Dividend Period  unless  the
existing  Dividend Period is a Short-Term Period or  a  Long-Term
Dividend  Period,  in either of such cases, the related  Dividend
Period will be a Seven-Day Dividend Period.

           If the Company does not give a Notice of Adjustment of
Dividend  Period  with  respect to  a  next  succeeding  Dividend
Period,  or  gives  a Notice of Revocation with respect  thereto,
such next succeeding Dividend Period will be a Quarterly Dividend
Period,  unless  the  existing Dividend Period  is  a  Short-Term
Dividend Period or a Long-Term Dividend Period, in either of such
cases,  the next succeeding Dividend Period shall be a Short-Term
Dividend Period. In addition, in the event the Company has  given
a  Notice of Adjustment of Dividend Period with respect to a next
succeeding Dividend Period, but Sufficient Clearing Bids are  not
made  in  the related Auction (other than because all  shares  of
Flexible  Preferred  are the subject of Submitted  Hold  Orders),
such  next succeeding Dividend Period will, notwithstanding  such
Notice  of Adjustment of Dividend Period, be a Quarterly Dividend
Period,  unless  the  existing Dividend Period  is  a  Short-Term
Dividend Period or a Long-Term Dividend Period, in either of such
cases  and  in  the  case  of the failure to  receive  Sufficient
Clearing   Bids  (other  than  because  all  shares  of  Flexible
Preferred are the subject of Submitted Hold Orders) relating to a
Short-Term  Dividend Period, the next succeeding Dividend  Period
shall be a Seven-Day Dividend Period and the Company may not

again  give  a  Notice  of  Adjustment of  Dividend  Period  that
specifies a term which is a Multiple Quarterly Dividend Period or
Long-Term Dividend Period (and any such notice shall be null  and
void)  until Sufficient Clearing Bids have theretofore been  made
(or  all shares were the subject of Submitted Hold Orders) in  an
Auction  with respect to a Quarterly Dividend Period or a  Short-
Term Dividend Period, as the case may be.

           Notwithstanding the foregoing, if the Dividend Payment
Date  with respect to any Dividend Period (other than a Seven-Day
Dividend Period) is a day that would result in the number of days
in  such  Dividend Period not being at least equal  to  the  then
current  Minimum Holding Period, then such Dividend Period  shall
be extended to a date that results in the number of days included
in  such  Dividend  Period being at least equal  to  the  Minimum
Holding  Period  and  dividends payable  on  the  final  Dividend
Payment  Date  of such Dividend Period shall be payable,  (i)  in
respect  of  a Quarterly Dividend Period or a Multiple  Quarterly
Dividend  Period,  on the first Quarterly Dividend  Payment  Date
next  succeeding such date, and (ii) in respect of  a  Short-Term
Dividend Period or a Long-Term Dividend Period, on the first  day
following such date that is next succeeded by a Business Day.

           In  addition,  notwithstanding the foregoing,  in  the
event of a change in law altering the Minimum Holding Period, the
Board of Directors may adjust the period of time between Dividend
Payment Dates in connection with Short-Term Dividend Period so as
to  adjust  uniformly the number of days (such  number  of  days,
without giving effect to the adjustments referred to above, being
referred  to  herein  as  "Dividend  Period  Days")  in   between
successive  Dividend Payment Dates commencing after the  date  of
such  change  in law to equal or exceed the then current  Minimum
Holding Period, provided that the number of Dividend Period  Days
shall  not exceed by more than nine days the length of such  then
current  Minimum Holding Period and shall be evenly divisible  by
seven,  and  the  maximum  number of  Dividend  Period  Days,  as
adjusted  pursuant to these provisions, shall in no event  exceed
98  days.  Upon any such change in the number of Dividend  Period
Days as a result of a change in law, the Company will give notice
of such change to all Existing Holders of Flexible Preferred.

           Although any particular Dividend Payment Date may  not
occur  on the originally scheduled Dividend Payment Date  because
of the foregoing adjustments or because such originally scheduled
Dividend  Payment  Date is not a Business  Day,  each  succeeding
Dividend Payment Date shall be, subject to such adjustments,  the
date  determined  as  set  forth in this definition  of  Dividend
Payment  Date  as  if each preceding Dividend  Payment  Date  had
occurred on the respective originally scheduled Dividend  Payment
Date.

        (xxv)    "Dividend  Period Days" shall have  the  meaning
specified  in  the penultimate paragraph under the definition  of
Dividend Period.

        (xxvi)  "Dividend Quarter" shall mean the period from the
preceding Dividend Payment Date to the next Dividend Payment Date
during  a  Multiple  Quarterly Dividend  Period  or  a  Long-Term
Dividend Period in the case where such Dividend Payment Dates are
on  the same date of the month and the next Dividend Payment Date
is  in  the  third  calendar month after the  preceding  Dividend
Payment Date.

        (xxvii)  "Enabling Event" shall mean the  designation  by
the Company of a Short-Term Dividend Period after such amendments
to  the  Articles as are necessary to accommodate the payment  of
dividends  on  the  Flexible Preferred  on  a  basis  other  than
quarterly  have  been duly adopted by the Company's  shareholders
and  the  Company has provided the Auction Agent and the  Broker-
Dealers  with copies of such amendments to the Articles, together
with an opinion of counsel, satisfactory to the Auction Agent and
the  Broker-Dealers, to the effect that such amendments have been
duly  adopted and filed with the Secretary of State of the  State
of  Illinois  and that the Company's designation  of  a  Dividend
Period  other  than  a Quarterly Dividend Period  or  a  Multiple
Quarterly  Dividend Period with respect to the Flexible Preferred
will  not  conflict with or violate the Articles or the  laws  of
Illinois.

        (xxviii)  "Existing Holder" shall mean a person  who  has
signed  a  Master  Purchaser's  Letter  and  is  listed  as   the
beneficial  owner of shares of Flexible Preferred in the  records
of the Auction Agent.

        (xxix)   "Flexible Preferred" shall mean  the  shares  of
Flexible Auction Rate Class A Preferred Stock, without par value,
subject to an Auction on any Auction Date.

        (xxx)   "Hold Order" shall have the meaning specified  in
paragraph (b)(i) of the definition of Auction Procedures.

        (xxxi)   "Long-Term Dividend Period" shall mean a  period
greater than 49 days and either not exceeding 25 years or without
end,  which (unless it is without end) contains a number of  days
evenly  divisible  by  7. Each Long-Term  Dividend  Period  shall
commence  on  a  Dividend Payment Date and end, unless  it  is  a
Perpetual  Dividend Period, on the day next preceding a  Dividend
Payment Date.

        (xxxii)  "Master Purchaser's Letter" shall mean a  letter
addressed to the Company, the Auction Agent, a Broker-Dealer  and
others in which a Person agrees, among other things, to offer  to
purchase, purchase, offer to sell and/or sell shares of  Flexible
Preferred pursuant to the Auction Procedures.

        (xxxiii) "Maximum Applicable Rate" on any date shall mean
the  lesser  of 25% per annum and (a) in the case of a  Quarterly
Dividend Period, a per annum rate equal to the product of the 90-
day  "AA" Composite Commercial Paper Rate in effect on such  date
multiplied  by the Rate Multiple in effect on such date,  (b)  in
the  case of a Short-Term Dividend Period, a per annum rate equal
to the product of the 60-day "AA" Composite Commercial Paper Rate
in  effect on such date multiplied by the Rate Multiple in effect
on  such date or (c) in the case of a Multiple Quarterly Dividend
Period or a Long-Term Dividend Period, a per annum rate equal  to
the  product  of  the  Reference Rate  in  effect  on  such  date
multiplied by the Rate Multiple in effect on such date.

        (xxxiv)  "Minimum Holding Period" shall mean the  minimum
holding  period under the federal tax laws of the  United  States
required  for  corporate  taxpayers to be  entitled  to  claim  a
deduction  with respect to dividends on preferred stock  received
by them.

        (xxxv)   "Moody's" shall mean Moody's Investors  Service,
Inc. or its successor.

        (xxxvi) "Multiple Quarterly Dividend Period" shall mean a
period greater than 3 months and either not exceeding 25 years or
without  end, which (unless it is without end) contains a  number
of months evenly divisible by 3. Each Multiple Quarterly Dividend
Period  shall commence on a Quarterly Dividend Payment  Date  and
end,  unless it is a Perpetual Dividend Period, on the  day  next
preceding a Quarterly Dividend Payment Date.

         (xxxvii)   "No  Call  Period"  shall  have  the  meaning
specified  in the definition of Notice of Adjustment of  Dividend
Period.

        (xxxviii)   "Notice  of Adjustment  of  Dividend  Period"
shall  mean a written notice by the Company to the Auction  Agent
and  the Securities Depository (which may be revoked by a  Notice
of Revocation) given not less than 10 nor more than 20 days prior
to  an  Auction  Date specifying the term of the next  succeeding
Dividend  Period will be a Multiple Quarterly Dividend Period,  a
Long-Term  Dividend  Period  or the initial  Short-Term  Dividend
Period. For any Auction occurring after the initial Auction,  the
Company  may  not give a Notice of Adjustment of Dividend  Period
(and  any  such notice shall be null and void) unless  Sufficient
Clearing  Bids were made (or all shares of the Flexible Preferred
were  subject to Hold Orders) in the last occurring Auction,  and
full  cumulative  dividends on shares of the Flexible  Preferred,
whether  or not earned or declared payable prior to such  Auction
Date  have  been  paid  in  full. Each Notice  of  Adjustment  of
Dividend  Period  shall  state (i) the  term  thereof  if  not  a
Perpetual  Dividend  Period,  (ii)  the  length  of  the  period,
beginning  on  the  first  day of a Multiple  Quarterly  Dividend
Period  or Long-Term Dividend Period, as the case may be,  during
which  the  shares will not be redeemable at the  option  of  the
Company  (a  "No-Call Period"), subject to any Special Redemption
or Sinking Fund Redemption stated to be applicable during such No-
Call Period as described in clause (vi) or (vii) below; (iii) the
premium  per share, if any, that the Company will pay as part  of
the redemption price if shares of Flexible Preferred are redeemed
by the Company otherwise than pursuant to a Special Redemption or
a  Sinking  Fund Redemption (the "Redemption Premium"),  provided
that  no  such Redemption Premium will be stated in a  Notice  of
Adjustment of Dividend Period unless duly authorized by the Board
of  Directors and provided, further, that any Redemption  Premium
may  be specified by the Company to decline over time to not less
than  0%  in  the  applicable Notice of  Adjustment  of  Dividend
Period; (iv) the terms, if any, on which the Applicable Rate  for
a  Multiple  Quarterly  Dividend  Period  or  Long-Term  Dividend
Period,  as the case may be, will be adjusted upon the occurrence
of  specified  events  relating to the U.S.  federal  income  tax
consequences  of  the  receipt  of  dividends  on  the   Flexible
Preferred,  which  terms  shall be specified  in  the  applicable
Notice  of  Adjustment  of Dividend Period;  (v)  the  applicable
Broker-Dealer  fee  for such Auction; (vi)  whether  or  not  the
Flexible Preferred will be subject to a Special Redemption at the
option of the Company during a Multiple Quarterly Dividend Period
or Long-Term Dividend Period, as the case may be, and, if so, the
applicable  Triggering Rate, or the formula or  other  basis  for
determining  the  applicable Triggering  Rate  for  such  Special
Redemption; and (vii) whether or not the Flexible Preferred  will
be subject to Sinking Fund Redemption during a Multiple Quarterly
Dividend Period or Long-Term Dividend Period, as the case may be,
and  the  period  or  periods within which,  and  the  terms  and
conditions  upon which, the Flexible Preferred will be  redeemed,
in  whole  or  in  part,  pursuant to a Sinking  Fund  Redemption
obligation,  provided that no Sinking Fund Redemption  obligation
will  be  stated  in  a Notice of Adjustment of  Dividend  Period
unless duly authorized by the Board of Directors.

        If  in  a  Notice  of Adjustment of Dividend  Period  the
Company  has  specified that the next succeeding Dividend  Period
will be an initial Short-Term Dividend Period, such initial Short-
Term  Dividend  Period will end on a Tuesday  specified  in  such
Notice  of Adjustment of Dividend Period which will be no earlier
than  the 46th day and no later than the eighth Tuesday following
the  last  day  of  the  preceding Dividend  Period  (subject  to
adjustment for a change in the Minimum Holding Period). Once  the
Company has exercised its option to specify an initial Short-Term
Dividend Period, each succeeding Dividend Period shall be  either
a  Short-Term Dividend Period, a Long-Term Dividend Period  or  a
Seven-Day Dividend Period.

        If  in  a  Notice  of Adjustment of Dividend  Period  the
Company  has specified a Perpetual Dividend Period and Sufficient
Clearing  Bids  are  made  in  the  Auction  relating   to   such
designation (or all shares of Flexible Preferred are the  subject
of  Submitted  Hold Orders); (i) such Perpetual  Dividend  Period
will  be the last Dividend Period, (ii) such Auction will be  the
final  Auction with respect to the Flexible Preferred, (iii)  the
services  of  the  Auction Agent (except  in  its  capacities  as
dividend  disbursement  agent, redemption  agent,  registrar  and
transfer   agent)   and   of   the   Broker-Dealers   will   end;
(iv) transferability of the shares of Flexible Preferred will not
be  restricted  to  persons who have executed Master  Purchaser's
Letters;  (v)  Master  Purchaser's  Letters  will  no  longer  be
required with respect to shares of Flexible Preferred; (vi) there
will  be  no  adjustment  to  the  dividend  rate  following  the
commencement  of  such  Perpetual  Dividend  Period  for  payment
failures  or otherwise; and (vii) if so stated in the  Notice  of
Adjustment of Dividend Period, shares of Flexible Preferred  will
no  longer  be  required to be transferred in Units  during  such
Perpetual Dividend Period.

        (xxxix)   "Notice of Revocation" shall mean a  telephonic
notice  given  by the Company to the Auction Agent,  the  Broker-
Dealers and the Security Depository at or prior to 10 AM  on  the
related Auction Date, and promptly confirmed in writing, that the
Company  has revoked the Notice of Adjustment of Dividend  Period
previously given by it with respect to such Auction Date.

        (xl)    "Order"  shall  have  the  meaning  specified  in
paragraph (b)(i) in the definition of Auction Procedures.

        (xli)    "Outstanding" shall mean, as of any date, shares
of  Flexible Preferred theretofore issued by the Company  except,
without   duplication,  (A)  any  shares  of  Flexible  Preferred
theretofore  cancelled  or delivered to  the  Auction  Agent  for
cancellation, or redeemed by the Company or as to which a  notice
of  redemption  shall  have been given by the  Company,  (B)  any
shares  of  Flexible  Preferred as to which the  Company  or  any
Affiliate  thereof (other than an Affiliate which  is  a  Broker-
Dealer)  shall  be  an  Existing Holder and  (C)  any  shares  of
Flexible  Preferred  represented by any certificate  in  lieu  of
which  a new certificate has been executed and delivered  by  the
Company.

        (xlii)  "Perpetual Dividend Period" shall mean a Multiple
Quarterly Dividend Period or a Long-Term Dividend Period  without
end.

        (xliii) "Person" shall mean and include an individual,  a
partnership,   a   corporation,  a   trust,   an   unincorporated
association,  a joint venture or other entity or a government  or
any agency or political subdivision thereof.

        (xliv)   "Post-Enabling Event" shall mean the failure  of
an Auction related to a Short-Term Dividend Period or a Long-Term
Dividend  Period because Sufficient Clearing Bids  do  not  exist
(other  than  because all of the outstanding shares  of  Flexible
Preferred are the subject of Submitted Hold Orders) or an Auction
is not held on an Auction Date for any reason (other than because
of  a  discontinuation of Auctions that results in the Applicable
Rate becoming the Default Rate).

         (xlv)     "Potential  Holder"  shall  mean  any  Person,
including  any  Existing Holder, (A) who shall  have  executed  a
Master  Purchaser's  Letter and (B)  who  may  be  interested  in
acquiring  shares of Flexible Preferred (or, in the  case  of  an
Existing Holder, additional shares of Flexible Preferred).

        (xlvi)  "Quarterly Dividend Payment Date" shall mean  the
first days of January, April, July and October.

        (xlvii)  "Quarterly Dividend Period" shall mean a  period
of  3 months. Each Quarterly Dividend Period shall commence on  a
Quarterly Dividend Payment Date and end on the day next preceding
the next succeeding Quarterly Dividend Payment Date.

        (xlviii)  "Rate  Multiple"  shall  mean  the  percentage,
determined as set forth below, based on the prevailing rating  of
the  Flexible Preferred in effect at the close of business on the
Business  Day  preceding the applicable Auction Date  (each  Rate
Multiple  appearing  in  the below table  opposite  a  prevailing
rating being referred to as the "Original Rate Multiple" for such
prevailing rating):




                                      Rate
        Prevailing Ratings             Multiple

        AA/aa or Above                   125%
        A/a                              150%
        BBB/baa                          200%
        Below BBB/baa                    250%

Notwithstanding the foregoing, with respect to any Auction  Date,
(i)  the  Company may, by telephonic and written  notice  to  the
Auction Agent by 10 AM New York City time, on such Auction  Date,
increase the Rate Multiple to be in effect on such Auction  Date,
such  increased  Rate  Multiple to remain  in  effect  thereafter
unless  and  until  the  Company gives  notice,  as  provided  in
clauses (i) and (ii) of this paragraph, to the Auction Agent and,
if  required, the Broker-Dealers of a subsequent change  to  such
Rate  Multiple,  and  (ii) the Company  may,  by  telephonic  and
written  notice  to  the  Auction Agent  and  the  Broker-Dealers
delivered  not  less  than 10 days prior  to  any  Auction  Date,
decrease  the Rate Multiple to be in effect on such Auction  Date
(but  in  no  event to a Rate Multiple for any prevailing  rating
which is less than the Original Rate Multiple for such prevailing
rating),  such  decreased  Rate  Multiple  to  remain  in  effect
thereafter unless and until the Company gives notice, as provided
in  clauses (i) and (ii) of this paragraph, to the Auction  Agent
and  if  required, the Broker-Dealers of a subsequent  change  to
such  Rate  Multiple; provided that in each case there  has  been
delivered  to  the Company and the Auction Agent  an  opinion  of
counsel to the Company to the effect that the use of such  higher
or  lower,  as the case may be, Rate Multiple will not  adversely
affect the tax treatment of the Flexible Preferred.

        For  purposes of this definition, the "prevailing rating"
of  Flexible  Preferred  shall be (i)  AA/aa  or  Above,  if  the
Flexible Preferred has a rating of AA- or better by S&P  and  aa3
or better by Moody's or the equivalent of both of such ratings by
such  agencies or a substitute rating agency or agencies selected
as  provided below, (ii) if not AA/aa or Above, then A/a, if  the
Flexible Preferred has a rating of A- or better by S&P and a3  or
better  by  Moody's or the equivalent of both of such ratings  by
such  agencies or a substitute rating agency or agencies selected
as  provided  below,  (iii) if not AA/aa or Above  or  A/a,  then
BBB/baa, if the Flexible Preferred has a rating of BBB- or better
by S&P and baa3 or better by Moody's or the equivalent of both of
such  ratings by such agencies or a substitute rating  agency  or
agencies  selected as provided below, and (iv) if  not  AA/aa  or
Above,  A/a  or  BBB/baa,  then Below BBB/baa.  Accordingly,  for
purposes  of  the  foregoing,  the  "prevailing  rating"  of  the
Flexible  Preferred  will be based upon  the  lower  of  the  two
ratings provided by S&P and Moody's or a substitute rating agency
or  agencies.  The  Company  shall  take  all  reasonable  action
necessary to enable S&P and Moody's to provide a rating  for  the
Flexible Preferred. If either or both of S&P or Moody's shall not
make  such  a  rating  available,  the  Company  shall  select  a
nationally  recognized statistical rating organization  (as  that
term is used in the rules and regulations of the Commission under
the   Securities  Exchange  Act  of  1934,  as  amended)  or  two
nationally recognized statistical rating organizations to act  as
substitute  rating agency or substitute rating agencies,  as  the
case may be.

         (xlix)    "Reference  Rate"  shall  mean  for   Multiple
Quarterly Dividend Periods and Long-Term Dividend Periods  having
a  term  (i)  fewer than 270 days, the Applicable "AA"  Composite
Commercial  Paper Rate, (ii) 270 days or more and less  than  one
year,  the  higher  of  the  270-day  Applicable  "AA"  Composite
Commercial  Paper Rate and the one-year Applicable Treasury  Rate
and (iii) one year or more, the Applicable Treasury Rate.

          (l)   "S&P" shall mean Standard & Poor's Corporation or
its successor.

        (li)    "Securities Depository" shall mean The Depository
Trust  Company  and  its  successors and  assigns  or  any  other
securities  depository selected by the Company  which  agrees  to
follow  the procedures required to be followed by such securities
depository in connection with shares of Flexible Preferred.

        (lii)   "Sell Excess" shall have the meaning specified in
paragraph (c)(iv)(C)(1) of the definition of Auction Procedures.

        (liii)  "Sell Order" shall have the meaning specified  in
paragraph (b)(i) of the definition of Auction Procedure.

        (liv)    "Seven-Day Dividend Period" shall mean a  period
of  7  days. Each Seven-Day Dividend Period shall commence  on  a
Dividend  Payment  Date  and end on  the  day  next  preceding  a
Dividend Payment Date.

        (lv)    "Short-Term Dividend Period" shall mean a  period
of  49  days  or, in the event the Minimum Holding  Period  shall
exceed  49 days, a period designated by the Company which is  not
greater  than the lesser of (a) the length of the Minimum Holding
Period  plus 9 days and (b) 98 days, which contains a  number  of
days evenly divisible by 7. Each Short-Term Dividend Period shall
commence  on  a  Dividend Payment Date and end on  the  day  next
preceding a Dividend Payment Date.

        (lvi)    "Sinking Fund Redemption" shall have the meaning
specified in paragraph (e) following these definitions.

        (lvii)   "Special  Redemption"  shall  have  the  meaning
specified in paragraph (b) following these definitions.

        (lviii)  "Submission Deadline" shall mean 1 PM, New  York
City  time, on any Auction Date or such other time on any Auction
Date by which Broker-Dealers are required to submit Orders to the
Auction  Agent  as specified by the Auction Agent  from  time  to
time.

        (lix)    "Submitted Bid" shall have the meaning specified
in paragraph (d)(i) of the definition of Auction Procedures.

        (lx)    "Submitted  Hold Order" shall  have  the  meaning
specified  in  paragraph  (d)(i) of  the  definition  of  Auction
Procedures.

         (lxi)     "Submitted  Order"  shall  have  the   meaning
specified  in  paragraph  (d)(i) of  the  definition  of  Auction
Procedures.

        (lxii)   "Submitted Sell Order" shall  have  the  meaning
specified  in  paragraph  (d)(i) of  the  definition  of  Auction
Procedures.

        (lxiii)  "Substitute Commercial Paper Dealer" shall  mean
any  commercial  paper  dealer (other than the  Commercial  Paper
Dealers),  the principal office of which is located in  New  York
City,  that  is  a nationally recognized leading  dealer  in  the
domestic  commercial paper market, provided that no  such  dealer
may be an affiliate of the Company.

        (lxiv)  "Sufficient Clearing Bids" shall have the meaning
specified  in  paragraph (d)(i)(B) of the definition  of  Auction
Procedures.

         (lxv)     "Triggering  Rate"  shall  have  the   meaning
specified in paragraph (b) following these definitions.


        (lxvi)   "Unit"  shall mean a unit of Flexible  Preferred
consisting of 1,000 shares of Flexible Preferred.

         (lxvii)  "Winning  Bid  Rate"  shall  have  the  meaning
specified  in  paragraph (d)(i)(C) of the definition  of  Auction
Procedures.

                      [End of Definitions]

        (a) The rate of dividend shall be 2.45% per
            annum   until   September   30,   1993.
            Thereafter  the  rate of  dividend  for
            each  subsequent Dividend Period (which
            shall  be  a Quarterly Dividend  Period
            prior to the Enabling Event and a Short-
            Term Dividend Period after the Enabling
            Event, unless a Notice of Adjustment of
            Dividend  Period has been  given  which
            has  not  been revoked by a  Notice  of
            Revocation or a Post-Enabling Event has
            occurred,  in which case, the  Dividend
            Period  shall be as specified  in  such
            Notice of Adjustment of Dividend Period
            or  a  Seven-Day Dividend Period  if  a
            Post-Enabling   Event  has   occurred),
            except   as   provided  in   the   next
            succeeding paragraph, shall be the rate
            that  the  Auction  Agent  advises  the
            Company is the Applicable Rate for such
            Dividend  Period  resulting  from   the
            implementation    of    the     Auction
            Procedures.  Except during a  Perpetual
            Dividend  Period, in the event  of  the
            failure  by the Company to pay  to  the
            Auction Agent by 12 Noon, New York City
            time,  (i)  on  the Business  Day  next
            preceding  any  Dividend Payment  Date,
            the   full   amount  of  any   dividend
            (whether or not earned or declared)  to
            be  paid on such Dividend Payment  Date
            on  any  share or (ii) on the  Business
            Day next preceding any redemption date,
            the full redemption price to be paid on
            such  redemption  date  for  any  share
            after  a notice of redemption has  been
            (or  should have been) given,  and  any
            such  failure shall not have been cured
            within  three Business Days  thereafter
            by  payment  to the Auction  Agent,  by
            12  Noon, New York City time,  on  such
            third  Business Day, of the full amount
            of  all  such  dividends  or  the  full
            amount   of  the  aggregate  redemption
            price for the shares that have been (or
            should    have   been)    called    for
            redemption,  plus  accrued  and  unpaid
            dividends  from the date of  redemption
            to  the date of such cure, as the  case
            may  be,  then until such time  as  the
            full amount due shall have been paid to
            the Auction Agent, (a) Auctions will be
            discontinued  and  (b)  the  Applicable
            Rate  for each Dividend Period, or,  in
            the   case   of  a  Multiple  Quarterly
            Dividend Period or a Long-Term Dividend
            Period,    each    Dividend    Quarter,
            commencing   on  or  after   any   such
            Dividend  Payment Date  (or  redemption
            date,  as  the  case may be)  shall  be
            equal  to  the  Default Rate  for  such
            Dividend  Period  or Dividend  Quarter.
            The foregoing shall continue until,  at
            least  one  Business  Day  prior  to  a
            Dividend Payment Date, the full  amount
            of any dividends (whether or not earned
            or  declared) payable on each  Dividend
            Payment  Date  prior to  such  Dividend
            Payment  Date, and the full  amount  of
            any    redemption   price    then    or
            theretofore due shall have been paid to
            the   Auction  Agent,  and   thereupon,
            (a)  Auctions shall resume on the terms
            stated herein and (b) with respect to a
            Multiple Quarterly Dividend Period or a
            Long-Term  Dividend  Period,   dividend
            payments shall resume at the Applicable
            Rate  established by the  Auction  with
            respect   to  such  Multiple  Quarterly
            Dividend  Period or Long-Term  Dividend
            Period,  as  the  case  may  be.   With
            respect   to  any  such  failure,   the
            "Default  Rate" will be the  higher  of
            250%   of  the  90-day  "AA"  Composite
            Commercial Paper Rate determined as  of
            the  date of such failure (unless  such
            failure   occurs  during  a  Short-Term
            Dividend Period or a Long-Term Dividend
            Period, in either of such cases 250% of
            the  60-day  "AA" Composite  Commercial
            Paper Rate determined as of the date of
            such  failure) and (i) if  the  Company
            has  failed timely to pay dividends  in
            respect of a Quarterly Dividend Period,
            Multiple  Quarterly  Dividend   Period,
            Short-Term  Dividend Period,  Long-Term
            Dividend  Period, or Seven-Day Dividend
            Period, the dividend rate in effect for
            the Quarterly Dividend Period, Multiple
            Quarterly  Dividend Period,  Short-Term
            Dividend   Period,  Long-Term  Dividend
            Period or Seven-Day Dividend Period, as
            the  case  may be, in respect of  which
            such  failure occurred or (ii)  if  the
            Company  has failed timely to  pay  the
            redemption  price of shares called  for
            redemption, the dividend rate in effect
            for  the  Dividend Period in which  the
            applicable  redemption  was   to   have
            occurred;  but in no event higher  than
            25% per annum.

            Notwithstanding the occurrence  of  any
            payment   failure  described   in   the
            preceding paragraph, the dividend  rate
            with  respect  to a Perpetual  Dividend
            Period will not change.

            The  amount of dividends per  share  of
            the Flexible Preferred payable for each
            Quarterly Dividend Period and for  each
            Dividend  Quarter during  any  Multiple
            Quarterly  Dividend Period or Long-Term
            Dividend  Period shall be  computed  by
            multiplying  the  Applicable  Rate  for
            such    Quarterly   Dividend    Period,
            Multiple  Quarterly Dividend Period  or
            Long-Term    Dividend    Period,     as
            applicable, by $100 per share ($100,000
            per  Unit)  and dividing the amount  so
            obtained  by 4. The amount of dividends
            per  share  of  the Flexible  Preferred
            payable for the initial Dividend Period
            and  each  Short-Term Dividend  Period,
            Seven-Day  Dividend  Period  and   each
            Dividend   Period  during  a  Long-Term
            Dividend  Period (other than a Dividend
            Quarter)    shall   be   computed    by
            multiplying  the  Applicable  Rate  for
            each   such   Dividend  Period   by   a
            fraction, the numerator of which  shall
            be  the  number of days in the Dividend
            Period  that such share was outstanding
            and  the denominator of which shall  be
            360 and
            
            multiplying  the amount so obtained  by
            $100 per share ($100,000 per Unit).

            Each  dividend, other than with respect
            to  a  Perpetual Dividend  Period  (for
            which   the  Board  of  Directors   may
            establish  a  different  record   date)
            shall  be  payable  to  the  holder  or
            holders   of  record  of  the  Flexible
            Preferred  as of the close of  business
            on   the   Business   Day   immediately
            preceding   the   applicable   Dividend
            Payment Date. Dividends in arrears  for
            any  past Dividend Period (and for  any
            past Dividend Quarter during a Multiple
            Quarterly  Dividend Period or  a  Long-
            Term Dividend Period) may be
            declared  and paid at any  time,  on  a
            regular   Dividend  Payment   Date   or
            otherwise, to the holder or holders  of
            record of the Flexible Preferred as  of
            the applicable record date fixed by the
            Board of Directors, which shall not  be
            more  than  15 days prior to  the  date
            fixed   for   the   payment   of   such
            dividends. Any dividend payment made on
            shares  of  Flexible  Preferred   shall
            first be credited against the dividends
            accrued  with  respect to the  earliest
            Dividend Period (or, if applicable, the
            earliest  Dividend Quarter)  for  which
            dividends have not been paid.

        (b) At the option of the Company, shares of
            Flexible Preferred may be redeemed  out
            of funds legally available therefor, in
            whole  or in part, in whole Units only,
            (i)   with   respect  to  a   Quarterly
            Dividend  Period, a Short-Term Dividend
            Period  or a Seven-Day Dividend Period,
            on   any  Dividend  Payment  Date   and
            (ii)   with   respect  to  a   Multiple
            Quarterly  Dividend Period or  a  Long-
            Term  Dividend Period, on any  Dividend
            Payment Date on or after the expiration
            of   any   applicable  No-Call   Period
            specified by the Company in the related
            Notice   of   Adjustment  of   Dividend
            Period,  in  each case at a  redemption
            price  equal to the sum of (a) $100,000
            per  Unit ($100 per share), (b) accrued
            and  unpaid  dividends  on  the  shares
            subject to redemption to the date fixed
            for redemption and (c) with respect  to
            Multiple Quarterly Dividend Periods  or
            Long-Term    Dividend   Periods,    the
            Redemption Premium, if any,  in  effect
            on the date of redemption.

            Notwithstanding any applicable  No-Call
            Period, in the event that in any Notice
            of   Adjustment   of  Dividend   Period
            specifying    a   Multiple    Quarterly
            Dividend Period or a Long-Term Dividend
            Period,  the  Company  elects  that   a
            Special  Redemption provision  will  be
            applicable,    then,   if    Sufficient
            Clearing  Bids are made in  an  Auction
            relating  to  such  Multiple  Quarterly
            Dividend  Period or Long-Term  Dividend
            Period,  as  the case may be,  but  the
            Applicable   Rate  for  such   Multiple
            Quarterly  Dividend Period or Long-Term
            Dividend  Period, as the case  may  be,
            equals   or   exceeds  any  rate   (the
            "Triggering  Rate")  specified  in,  or
            determinable   from   a   formula    or
            description  contained in, such  Notice
            of Adjustment of Dividend Period on the
            date    of   determination   of    such
            Applicable  Rate, the Company  may,  as
            its    option,   redeem   (a   "Special
            Redemption") the Flexible Preferred  in
            whole  but not in part, at a redemption
            price  equal to $100,000 per Unit ($100
            per  share)  plus  accrued  and  unpaid
            dividends   to  the  date   fixed   for
            redemption, on any date during the  10-
            day  period commencing on the day which
            is 46 days (or in the event of a change
            in  law lengthening the Minimum Holding
            Period,   the  first  day   after   the
            expiration  of  such  Minimum   Holding
            Period) following the first day of such
            Multiple  Quarterly Dividend Period  or
            Long-Term Dividend Period, as the  case
            may  be.  Notice  of exercise  of  such
            option   must  be  given   within   two
            Business  Days after the  date  of  the
            Auction  establishing  such  Applicable
            Rate by written or telephonic notice to
            the  Auction  Agent and the  Securities
            Depository.

            If  the  Company shall duly give notice
            of  redemption, and the  Company  shall
            have  deposited  a  sum  sufficient  to
            redeem the shares of Flexible Preferred
            as  to  which notice of redemption  has
            been  given  in trust with the  Auction
            Agent,  with  irrevocable  instructions
            and  authority  to pay  the  redemption
            price to the holders thereof, or if  no
            such  deposit is made, then  upon  such
            date  fixed for redemption (unless  the
            Company shall default in making payment
            of the redemption price), all rights of
            holders  with respect to the shares  so
            called  for redemption shall cease  and
            terminate,  except  the  right  of  the
            holders  of such shares to receive  the
            redemption  price thereof, but  without
            interest,  and  such  shares  shall  no
            longer be deemed to be outstanding  for
            any  purpose.  The  Company  shall   be
            entitled to receive, from time to time,
            the  interest, if any, earned  on  such
            money deposited with the Auction Agent,
            and  the  holders  of  any  shares   so
            redeemed  shall have no  claim  to  any
            such  interest. Any funds so  deposited
            which  are unclaimed at the end of  six
            years  from such redemption date shall,
            at  the  request  of  the  Company,  be
            repaid to the Company, after which  the
            Auction Agent shall be relieved of  all
            responsibility  to the holders  of  the
            shares  of Flexible Preferred so called
            for  redemption and such holders  shall
            look  only  to the Company for  payment
            thereof.

            So long as shares of Flexible Preferred
            are  held for record by the nominee  of
            the    Securities    Depository,    the
            redemption  price for such shares  will
            (unless  the Company shall  default  in
            making payment of the redemption price)
            be paid to the Securities Depository on
            the redemption date.

            If  shares  of  Flexible Preferred  are
            called  for redemption by the  Company,
            unless  the  Company shall  default  in
            making payment of the redemption price,
            the dividend rate for such shares until
            the  commencement of the next  Dividend
            Period  and for each subsequent  Period
            until the redemption date shall be  the
            Applicable Rate in effect on  the  date
            the notice of redemption is given.

        (c) The   amount   payable  in   event   of
            involuntary liquidation shall  be  $100
            per  share  ($100,000 per  Unit),  plus
            accrued dividends.

        (d) The   amount   payable  in   event   of
            voluntary liquidation shall be $100 per
            share ($100,000 per Unit), plus accrued
            dividends.

        (e) In  the  event  that in any  Notice  of
            Adjustment    of    Dividend     Period
            specifying  a Multiple Quarterly  or  a
            Long-Term Dividend Period, the  Company
            elects  that  Sinking  Fund  Redemption
            provisions  will be applicable  to  the
            Flexible  Preferred, then, during  such
            Multiple  Quarterly Dividend Period  or
            Long-Term Dividend Period, as the  case
            may  be,  the  Company will  redeem  (a
            "Sinking  Fund  Redemption"),  out   of
            funds  legally available  therefor,  on
            each Dividend Payment Date specified in
            such  Notice of Adjustment of  Dividend
            Period,  the  number or  percentage  of
            shares of Flexible Preferred (in  whole
            Units only, unless a Perpetual Dividend
            Period)  set  forth in such  Notice  of
            Adjustment  of Dividend  Period,  at  a
            redemption  price equal to the  sum  of
            (a)  $100,000 per Unit ($100 per share)
            and (b) accrued and unpaid dividends on
            the shares subject to redemption of the
            date   fixed  for  redemption.  If   so
            provided in the Notice of Adjustment of
            Dividend  Period, the Company  may,  at
            its  option,  on such Dividend  Payment
            Date,  redeem  (also  a  "Sinking  Fund
            Redemption") such additional number  or
            percentage  of shares (in  whole  Units
            only,   unless  a  Perpetual   Dividend
            Period)  as  may be specified  in  such
            Notice of Adjustment of Dividend Period
            at  such redemption price. The right to
            make   such  additional  sinking   fund
            redemption in each period will,  unless
            otherwise  specified in such Notice  of
            Adjustment   of  Dividend  Period,   be
            noncumulative. If so specified  in  the
            Notice   of   Adjustment  of   Dividend
            Period,  any  mandatory  Sinking   Fund
            Redemption requirement will be  subject
            to  decrease,  at the election  of  the
            Company, by the application thereto (at
            $100,000 per Unit or $100 per share) of
            any   Flexible  Preferred   theretofore
            purchased,   redeemed   or    otherwise
            acquired   (other  than   through   the
            mandatory   Sinking   Fund   Redemption
            requirement) which have not  previously
            been   applied  in  reduction  of   any
            mandatory   Sinking   Fund   Redemption
            requirement.

                        PREFERENCE STOCK

  Provision for Division Into and Issue in Series of Preference
                            Stock and
            Grant of Authority to Board of Directors


        The  shares  of the Preference Stock may be divided  into
and  issued in series. Each series shall be designated so  as  to
distinguish  the  shares thereof from the  shares  of  all  other
series  and  classes  and  all shares  of  the  Preference  Stock
irrespective  of  series  shall be identical  except  as  to  the
following  relative rights and preferences in respect of  any  or
all of which there may be variations between different series and
authority is hereby expressly vested in the Board of Directors to
the  extent  that series are not established by the  Articles  of
Incorporation  and  the variations and the  relative  rights  and
preferences  as between series fixed and determined  therein,  to
establish series and to fix and determine the following  relative
rights  and preferences of the shares thereof in accordance  with
the  provisions  of  the  Business Corporation  Act  of  Illinois
applicable thereto:

        (a) The rate of dividend;

        (b) The   price   at  and  the  terms   and
            conditions   on                   which
            shares may be redeemed;

        (c) The amount payable upon shares in event
            of involuntary liquidation;

        (d) The amount payable upon shares in event
            of voluntary liquidation;
        (e) Sinking   fund   provisions   for   the
            redemption  or purchase of shares  (the
            term  "sinking  fund" as  used  herein,
            including  any analogous fund,  however
            designated);

        (f) The   terms  and  conditions  on  which
            shares  may be converted, if the shares
            of  any  series  are  issued  with  the
            privilege of conversion.

        The  Board of Directors is hereby authorized to issue and
sell  all the authorized and unissued shares of Preference  Stock
as  shares  of any series which shall have been duly established,
and  in the event that the Company shall acquire, by purchase  or
redemption  or  otherwise, any issued shares  of  its  Preference
Stock of any series, the Board of Directors may resell or convert
and  sell, in their discretion, any shares so acquired as  shares
of  the  same  or of any other series of Preference  Stock  which
shall have been duly established.

        Shares  of  any series of Preference Stock,  without  par
value,  may be issued for such consideration, not less  than  the
aggregate  preferential amount payable upon such  shares  in  the
event of involuntary liquidation, as may be fixed by the Board of
Directors  prior  to  the time of such issuance  and,  except  as
otherwise determined by the Board of Directors in accordance with
the  provisions  of  the  Business Corporation  Act  of  Illinois
applicable thereto, the entire amount of such consideration shall
be stated capital.

                       General Provisions


            The  following provisions shall apply to  all  shares
of the Preference Stock irrespective of series:

        (A)The  shares  of Preference Stock shall be  subordinate
to  the  Preferred Stock and the Class A Preferred Stock  but  in
preference  to  the Common Stock as to the payment of  dividends.
The  holders  of  the Preference Stock of each  series  shall  be
entitled to receive dividends payable quarterly on the first  day
of  January,  April, July and October of each year, when  and  as
declared  by  the Board of Directors, at such rates as  shall  be
determined  for the respective series, from the date  upon  which
such  shares  shall  have  been  originally  issued,  before  any
dividends  shall be declared or paid upon or set  apart  for  the
Common  Stock  or  any  other stock of  the  Company  not  having
preference  over the Preference Stock as to payment of dividends.
Such  dividends shall be cumulative so that if for  any  dividend
period  or periods dividends shall not have been paid or declared
and  set apart for payment upon all outstanding Preference  Stock
at the rates determined for the respective series, the deficiency
shall  be  fully  paid, or declared and set  apart  for  payment,
before  any  dividends shall be declared or paid upon the  Common
Stock  or  any  other stock of the Company not having  preference
over  the  Preference Stock as to payment of dividends. Dividends
shall not be declared and set apart for payment, or paid, on  the
Preference  Stock  of  any one series, for any  dividend  period,
unless dividends have been or are contemporaneously declared  and
set  apart  for payment or paid on the Preference  Stock  of  all
series  for  all dividend periods terminating on the same  or  an
earlier date.

        (B)When  full cumulative dividends as aforesaid upon  the
Preference  Stock  of all series then outstanding  for  all  past
dividend periods and for the current dividend periods shall  have
been  paid  or declared and set apart for payment, the  Board  of
Directors may declare dividends on the Common Stock or any  other
stock  over  which  the Preference Stock has a preference  as  to
payment  of dividends, and no holders of any series of Preference
Stock as such shall be entitled to share therein.

        (C)The  shares  of Preference Stock shall be  subordinate
to  the  Preferred Stock and the Class A Preferred Stock  but  in
preference  to the Common Stock upon any dissolution, liquidation
or  winding  up of the Company, whether voluntary or involuntary.
Upon  any  such  dissolution, liquidation or winding  up  of  the
Company,  whether  voluntary  or  involuntary,  the  holders   of
Preference  Stock of each series, without any preference  of  the
shares  of any series of Preference Stock over the shares of  any
other  series of Preference Stock, shall be entitled  to  receive
out  of  the  assets of the Company, whether capital, surplus  or
other,  before  any distribution of the assets to be  distributed
shall  be  made to the holders of Common Stock or  of  any  other
stock  not  having  preference as to assets over  the  Preference
Stock, the amount determined to be payable on the shares of  such
series  in the event of voluntary or involuntary liquidation,  as
the  case  may be. In case the assets shall not be sufficient  to
pay  in  full  the amounts determined to be payable  on  all  the
shares  of  Preference  Stock  in  the  event  of  voluntary   or
involuntary  liquidation, as the case may  be,  then  the  assets
available for such payment shall be distributed ratably among the
holders of the Preference Stock of all series in accordance  with
the  amounts  determined to be payable  on  the  shares  of  each
series, in the event of voluntary or involuntary liquidation,  as
the  case may be, in proportion to the full preferential  amounts
to  which  they are respectively entitled. After payment  to  the
holders  of the Preference Stock of the full preferential amounts
hereinbefore provided for, the holders of the Preference Stock as
such  shall have no right or claim to any of the remaining assets
of  the  Company, either upon any distribution of such assets  or
upon  dissolution, liquidation or winding up, and  the  remaining
assets  to  be distributed, if any, upon a distribution  of  such
assets  or  upon dissolution, liquidation or winding up,  may  be
distributed, subject to the laws of the State of Illinois and the
Articles of Incorporation, among the holders of the Common  Stock
or  of  any  other  stock  over which the  Preference  Stock  has
preference  as  to  assets. Without limiting  the  right  of  the
Company  to  distribute its assets or to dissolve,  liquidate  or
wind  up  in  connection with any sale, merger, or consolidation,
the sale of all the property of the Company to, or the merger  or
consolidation  of the Company into or with any other  corporation
shall  not  be  deemed  to  be  a distribution  of  assets  or  a
dissolution, liquidation or winding up for the purposes  of  this
paragraph.

        (D)At  the  option  of  the Board  of  Directors  of  the
Company,  the  Company may redeem any series of Preference  Stock
determined  to be redeemable, or any part of any series,  at  any
time   at  the  redemption  price  determined  for  such  series;
provided, however, that not less than thirty nor more than  sixty
days  previous to the date fixed for redemption a notice  of  the
time and place thereof shall be given to the holders of record of
the  Preference Stock so to be redeemed, by mail or  publication,
in  such manner as may be prescribed by the Bylaws of the Company
or  by  resolution  of  the  Board of  Directors;  and,  provided
further, that in every case of redemption of less than all of the
outstanding  shares  of any one series of Preference  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. At any time after notice of redemption has been  given
in  the  manner  prescribed by the Bylaws of the  Company  or  by
resolution of the Board of Directors to the holders of  stock  so
to  be redeemed, the Company may deposit or may cause its nominee
to  deposit,  the aggregate redemption price with  some  bank  or
trust company named in such notice, payable on the date fixed for
redemption  as  aforesaid  and in the amounts  aforesaid  to  the
respective orders of the holders of the shares so to be redeemed,
on endorsement to the Company or its nominee or otherwise, as may
be  required,  and  upon surrender of the certificates  for  such
shares.  Upon the deposit of said money as aforesaid,  or  if  no
such  deposit  is  made, upon said redemption  date  (unless  the
Company 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, or if no such deposit is made, after  the
redemption  date  (the  Company not having  defaulted  in  making
payment of the redemption price as set forth in such notice), the
said  holders  shall  have no interest in or  claim  against  the
Company or its nominee with respect to said shares, but shall  be
entitled  only  to  receive said moneys on  the  date  fixed  for
redemption as aforesaid from said bank or trust company, or if no
such deposit is made, from the Company, without interest thereon,
upon  endorsement (if required) and surrender of the certificates
as aforesaid.

            If  such  deposit shall be made by a nominee  of  the
Company as aforesaid, such nominee shall upon such deposit become
the  owner  of the shares with respect to which such deposit  was
made  and certificates of stock may be issued to such nominee  in
evidence of such ownership.

            In  case  the  holder  of any such  Preference  Stock
shall  not, within six years after said deposit, claim the amount
deposited  as  above  stated  for  the  redemption  thereof,  the
Depositary shall upon demand pay over to the Company such amounts
so  deposited and the Depositary shall thereupon be relieved from
all responsibility to the holder thereof.

            Nothing herein contained shall limit any legal  right
of the Company to purchase any shares of the Preference Stock.

        (E)At  all  meetings of the shareholders of the  Company,
the holders of the Preference Stock shall be entitled to one vote
for   each   share  of  such  Preference  Stock  held   by   them
respectively.

        (F)So  long  as  any shares of the Preference  Stock  are
outstanding, no amendment to the Articles of Incorporation  shall
be  adopted  without the affirmative vote of the  holders  of  at
least  66-2/3%  of the shares of Preference Stock outstanding  at
the  time  of the adoption of such amendment, which would  either
(a)  create  any  class of shares preferred as  to  dividends  or
assets over the Preference Stock, or (b) change the designations,
preferences, qualifications, limitations, restrictions  or  other
special  or  relative  rights of the then outstanding  Preference
Stocks,   provided  however,  that  nothing  in  this   paragraph
contained  shall authorize the adoption of any amendment  of  the
Articles  of Incorporation by the vote of the holders of  a  less
number  of shares of Preference Stock, or of any other  class  of
stock,  or  of  all  classes of stock, than is required  for  the
adoption  of such amendment by the laws of the State of  Illinois
at that time applicable thereto.


                          COMMON STOCK


        There   shall  be  a  class  of  stock  of  the   Company
designated Common Stock and each share of Common Stock  shall  be
equal to every other share of said stock in every respect.

        At  all  meetings of the shareholders of the Company  the
holders  of  the Common stock shall be entitled to one  vote  for
each share of such Common Stock held by them respectively.

          Limitation of Preemptive Rights of Holders of
    Preferred, Class A Preferred, Preference and Common Stock
                                

        No  holder  of  the shares of the capital  stock  of  any
class  of  the  Company shall have any preemptive or preferential
right  of subscription for or to purchase any shares of any class
of  the  capital stock of the Company, whether now  or  hereafter
authorized,  or  any  bonds, debentures or other  obligations  or
rights  or  options  convertible  into  or  exchangeable  for  or
entitling  the holder or owner to subscribe for or  purchase  any
shares of the capital stock of the Company, other than such right
or rights, if any, and at such price as the Board of Directors in
its discretion, from time to time may determine, and the Board of
Directors  may  issue  such shares of stock,  bonds,  debentures,
obligations, rights or options without offering the same in whole
or  in  part to the shareholders of the Company. Should the Board
of  Directors  as  to any portion of the shares of  the  Company,
whether   now  or  hereafter  authorized,  or  any  such   bonds,
debentures, obligations, rights or options, offer the same to the
shareholders, such offer shall not constitute a waiver or release
of the right of the Board of Directors subsequently to dispose of
other  portions  thereof  without so offering  the  same  to  the
shareholders.

ARTICLE 4.  (Deleted)

ARTICLE 5.  (Deleted)

ARTICLE  6.  The location of the principal office is the City  of
Peoria, County of Peoria, and State of Illinois.

ARTICLE 7.  The duration of the corporation shall be perpetual.

ARTICLE  8.  The number of the members of the Board of  Directors
shall be fixed by the Bylaws of the corporation and shall not  be
less  than three. Except to the extent otherwise provided by law,
vacancies  in the Board of Directors arising between meetings  of
shareholders, by reason of an increase in the number of directors
or  otherwise, may be filled by a majority of directors  then  in
office  and any director so selected shall serve until  the  next
annual  meeting  of shareholders. A majority of  the  outstanding
shares  represented  in  person or by proxy  shall  constitute  a
quorum  at a meeting of shareholders; provided however,  that  at
any such meeting a lower percentage (but not less than one-third)
of the outstanding shares shall constitute a quorum, if, prior to
such  meeting,  such  lower percentage  has  been  determined  as
sufficient for such purpose by the vote in person or by proxy  of
a  majority  of the outstanding shares at any annual  meeting  of
shareholders  or at any special meeting thereof called  for  that
purpose  and such determination has not been modified or  revoked
by a subsequent determination of shareholders similarly voted.