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                                  EXHIBIT 3-1
                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                             FRONTIER CORPORATION

               Under Section 807 of the Business Corporation Law

          We, the undersigned, JOHN K. PURCELL, and JOSEPHINE S.
TRUBEK, being respectively a Corporate Vice President and the
Corporate Secretary of Frontier Corporation, do hereby CERTIFY
that:

     1.   The name of the Corporation is "FRONTIER CORPORATION".

     2.   The Certificate of Incorporation of the Corporation was
filed in the Department of State of the State of New York on
February 25, 1920.  A Restated Certificate of Incorporation was
filed in the Department of state of the State of New York on
April 2, 1968.

     3.   The text of the Certificate of Incorporation, as
amended (or changed) heretofore, is hereby restated without
further amendment or change to read as herein set forth in full:

          FIRST:      The name of the Corporation is "Frontier
Corporation".

          SECOND:     The purposes for which the Corporation is
formed are:  To engage in any lawful act or activity for which
corporations may be organized under the Business Corporation Law
of the State of New York, except that the Corporation is not
organized to engage in any act or activity requiring the consent
or approval of any official, department, board, agency or other
body of the State of New York without first obtaining such
consent or approval. 

          THIRD:    The total number of shares which the
Corporation shall have authority to issue is (i) Three Hundred
Million (300,000,000) shares of Common Stock of the par value of
One Dollar ($1.00) per share, (ii) Four Million (4,000,000)
shares of Class A Preferred Stock of the par value of One Hundred
Dollars ($100.00) per share and (iii) Eight Hundred Fifty
Thousand (850,000) shares of Cumulative Preferred Stock of the
par value of One Hundred Dollars ($100.00) per share (the Class A
Preferred Stock and the Cumulative Preferred Stock referred to
collectively herein as the "Preferred Stock").

          Subject to any exclusive voting rights which may vest
in holders of Preferred Stock under the provision of any series
of Preferred Stock established by the Board of Directors pursuant
to authority herein provided, and except as otherwise provided by
law, the shares of Common Stock shall entitle the holders thereof
to one vote for each share upon all matters upon which
shareowners have the right to vote. 

          No holders of shares of the Corporation of any class or
series, now or hereafter authorized, shall have any preemptive
rights to subscribe for or purchase any part of any issue, sale
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or offering of any shares of the Corporation of any class or
series, now or hereafter authorized, or of any options, warrants
or rights to subscribe for or purchase any such shares, or of any
securities convertible into, or carrying options, warrants or
rights to subscribe for or purchase, any such shares, regardless
of whether such issue, sale or offering is for cash, property,
services or otherwise.

          FOURTH:   Subject to the limitations and in the manner
provided by law and subject to the terms of this Certificate,
shares of Class A Preferred Stock may be issued from time to time
in series and the Board of Directors is hereby authorized to
establish and designate series, to fix the number of shares
constituting each series, and to fix the designations and the
relative rights, preferences and limitations of the shares of
each series and the variations in the relative rights,
preferences and limitations as between series, and to increase
and to decrease the number of shares constituting each series. 
Subject to the limitations and in the manner provided by law and
subject to the terms of this Certificate, the authority of the
Board of Directors with respect to each series shall include but
shall not be limited to the authority to determine the following:

          (i)  the designation of such series;

          (ii)  the number of shares initially constituting such
     series;
          
          (iii) the increase, and the decrease to a number not
     less than the number of the outstanding shares of such
     series, of the number of shares constituting such series
     theretofore fixed;
          
          (iv)  the rate or rates and the times at which
     dividends on the shares of such series shall be paid and
     whether or not such dividends shall be cumulative and, if
     such dividends shall be cumulative, the date or dates from
     and after which they shall accumulate; provided, however,
     that, if the stated dividends are not paid in full, the
     shares of all series of Class A Preferred Stock shall share
     ratably in the payment of dividends, including
     accumulations, if any, in accordance with the sums which
     would be payable on such shares if all dividends were
     declared and paid in full; and provided, further, that
     dividends or other distributions shall not be declared or
     paid on any shares of Class A Preferred Stock unless the
     current quarterly dividend upon all the Cumulative Preferred
     Stock then outstanding, together with all accumulations
     thereon, shall have been paid or declared and set apart for
     payment in accordance with the requirements of subdivision
     (B) of Article FIFTH;


          (v)  whether or not the shares of such series shall be
     redeemable and, if such shares shall be redeemable, the
     terms and conditions of such redemption, including but not
     limited to the date or dates upon or after which such shares
     shall be redeemable and the amount per share which shall be
     payable upon such redemption, which amount may vary under
     different conditions and at different redemption dates;
     provided, that, unless the current quarterly dividend upon
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     all the Cumulative Preferred Stock then outstanding,
     together with all accumulations thereon, shall have been
     paid or declared and set apart for payment in accordance
     with the requirements of subdivision (B) of Article FIFTH, 
     the Corporation or any of its subsidiaries shall not redeem,
     purchase or otherwise acquire shares of Class A Preferred
     Stock (except by conversion into or exchange for, or out of
     the net cash proceeds from the concurrent sale of, stock of
     the Company ranking junior to the Cumulative Preferred Stock
     as to dividends);
          
          (vi) the amount payable on the shares of such series in
     the event of the voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation; provided,
     however, that (1) before any assets of the Corporation shall
     be distributed among or paid over to the holders of Class A
     Preferred Stock, each holder of Cumulative Preferred Stock
     then outstanding shall be entitled to be paid the amount
     described in subdivision (C) of Article FIFTH, and (2) the
     holders of shares of Class A Preferred Stock shall be
     entitled to be paid, or to have set apart for payment, not
     less than $100.00 per share before the holders of shares of
     Common Stock or the holders of any other class of stock
     ranking junior to the Class A Preferred Stock as to rights
     on liquidation shall be entitled to be paid any amount or to
     have any amount set apart for payment; provided, further,
     that, if the amounts payable on liquidation are not paid in
     full, the shares of all series of the Class A Preferred
     Stock shall share ratably in any distribution of assets
     other than by way of dividends in accordance with the sums
     which would be payable in such distribution if all sums
     payable were discharged in full.  A liquidation, dissolution
     or winding up of the Corporation, as such terms are used in
     this clause (vi), shall not be deemed to be occasioned by or
     to include any consolidation or merger of the Corporation
     with or into any other corporation or corporations or a
     sale, lease or conveyance of all or a part of its assets;

          (vii) whether or not the shares of such series shall
     have voting rights, in addition to the voting rights
     provided by law and, if such shares shall have such voting
     rights, the terms and conditions thereof, including but not
     limited to the right of the holders of such shares to vote
     as a separate class either alone or with the holders of
     shares of one or more other series or class of stock and the
     right to have more than one vote per share;

          (viii) whether or not a sinking fund shall be provided
     for the redemption of the shares of such series and, if such
     a sinking fund shall be provided, the terms and conditions
     thereof;

          (ix) whether or not the shares of such series shall be
     convertible into, or exchangeable for, shares of stock of any
     other class or any other series of this class or any other
     securities or assets, and, if so, the terms and conditions of
     conversion or exchange, including but not limited to any
     provision for the adjustment of the rate or rates or the price or
     prices of conversion or exchange; and
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          (x) any other relative rights, preferences and
     limitations.

          If any shares of Class A Preferred Stock shall be
issued then, for purposes of clause (ii)(a) of subdivision (F) of
Article FIFTH, such shares shall be deemed to have been
authorized in connection with any prior authorization of shares
of Class A Preferred Stock, notwithstanding any subsequent action
by the Corporation's Board of Directors in connection with the
issuance of such shares or the filing of any certificate required
by law in connection with such issuance.

          FIFTH:    The respective rights, preferences and
limitations of the shares of Cumulative Preferred Stock are set
forth in the following subdivisions designated (A) to (F)
inclusive which are hereinafter referred to as subdivisions of
this Article FIFTH.

          (Note: The words "preferential rights" whenever used in
          this Certificate with respect to the Cumulative
          Preferred Stock herein authorized or any preferred
          stock of any class or series hereafter authorized by
          any certificate filed pursuant to law, shall for the
          sake of brevity and convenience, mean and include the
          words "relative rights, preferences and limitations of
          the shares of each class" as used in the Business
          Corporation Law.)

          (A)  The shares of Cumulative Preferred Stock shall be
issuable from time to time in one or more series.  The Board of
Directors is hereby authorized to fix, from time to time before
issuance, the preferential rights of the shares of each series of
such Cumulative Preferred Stock, to the extent that such
preferential rights are not herein expressly prescribed,
determined and set forth.  The preferential rights of shares of
different series shall be identical, except that there may be
variations, as hereinafter provided, in respect of the dividend
rates, dates of payment of dividends and dates from which they
are cumulative, redemption prices, sinking fund requirements and
conversion and other rights.  All shares of any one series will
be alike in every particular and all shares of Cumulative
Preferred Stock will rank equally.  There shall be no
discrimination as between different series of Cumulative
Preferred Stock in the declaration and payment of dividends on
the basis of the rates appertaining thereto; and if at any time
there shall be outstanding Cumulative Preferred Stock of several
series bearing different rates of dividends and dividends are to
be declared on such stock at less than the full rates
appertaining thereto, the shares of all such series shall share
ratably in the payment of such dividends including accumulations,
if any, in accordance with the sums which would be payable on
said shares if all dividends were declared and paid in full.

          The Board of Directors is authorized to fix from time
to time before issuance of each series of Cumulative Preferred
Stock, but subject to the provisions of this Certificate covering
all series of Cumulative Preferred Stock, the following:  (a) the
designation and number of shares of such series; (b) the dividend
rate of such series; (c) the dates of payment of dividends on
shares of such series and the dates from which they are
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cumulative; (d) the redemption price or prices for shares of such
series; (e) the amount of the sinking fund or redemption or
purchase fund or account, if any, to be applied to the purchase
or redemption of shares of such series and the manner of its
application; and (f) whether or not the shares of such series
shall be made convertible into shares of any other class or
classes or of any other series of the same class of stock of the
Corporation, and if made so convertible the conversion price or
prices and the provisions, if any, for the adjustment thereof and
any other relative, participating, optional or other special
rights (including rights to purchase stock or obligations of the
Corporation) and powers and qualifications, limitations or
restrictions thereof of shares of such series.

          (B)  Dividends.  The holders of the Cumulative
Preferred Stock of any series shall be entitled to receive, when
and as declared by the Board of Directors, but only out of funds
legally available for the payment thereof, fixed yearly preferred
dividends at the annual rate appertaining to such series, and no
more, payable in lawful money of the United States of America
quarterly on the first days of January, April, July and October
in each year, or on such other dates as may be determined by the
Board of Directors, before any dividends shall be paid upon or
set apart for any junior stock (which term as used herein shall
mean Common Stock, Class A Preferred Stock and any other class of
stock of the Corporation which shall rank junior to the
Cumulative Preferred Stock).  Dividends on the Cumulative
Preferred Stock shall be cumulative, so that if dividends on all
outstanding shares of Cumulative Preferred Stock at the
respective annual dividend rates appertaining thereto shall not
have been paid for all past quarterly dividend periods, and the
full dividends thereon at such rates for the current quarterly
dividend period shall not have been paid, or declared and set
apart for payment, the deficiency shall be fully paid or
dividends equal thereto declared and set apart for payment at
such rates, but without interest thereon, before any dividend
shall be paid upon any junior stock.

          After the payment or declaration and setting apart for
payment, for or in any calendar year, of the current quarterly
dividend upon all the Cumulative Preferred Stock then
outstanding, together with all accumulations as herein provided,
the Corporation may declare and pay, but only out of funds
legally available for the payment thereof, dividends on any class
of junior stock, in accordance with the rights of such junior
stock and respective classes thereof, in such amounts and at such
time or times as the Board of Directors may determine.

          (C)  Liquidation.  The Cumulative Preferred Stock shall
be preferred as to both earnings and assets, and in the event of
any voluntary liquidation, dissolution or winding up of the
Corporation, or of any distribution of assets by way of return of
capital to its stockholders (other than redemption of Cumulative
Preferred Stock in accordance with the provisions hereinafter set
forth), each holder of Cumulative Preferred Stock shall be
entitled, before any assets of the Corporation shall be
distributed among or paid over to the holders of any junior
stock, to be paid, from the assets of the Corporation available
for distribution among its stockholders, an amount equal to the
redemption price or prices current at the date of such payment as
hereinafter provided (plus an amount equivalent to accrued and
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unpaid dividends, whether or not earned) on the respective shares
of Cumulative Preferred Stock held by him.  In the event of any
involuntary liquidation, dissolution or winding up of the
Corporation, or of any involuntary distribution of assets by way
of return of capital to its stockholders, each holder of the
Cumulative Preferred Stock shall be entitled, before any assets
of the Corporation shall be distributed among or paid over to the
holders of any junior stock, to be paid, out of the assets of the
Corporation available for distribution among its stockholders, an
amount equal to the par value of the respective shares of
Cumulative Preferred Stock held by him, plus an amount equivalent
to accrued and unpaid dividends, whether or not earned.  If, in
either of the foregoing events, there shall not be sufficient
assets to make the full payment herein required, the outstanding
shares of all series of Cumulative Preferred Stock shall share
ratably in the distribution of assets in accordance with the sums
which would be paid on such distribution if all sums payable were
discharged in full.  If the appropriate payment herein required
shall have been made to the holders of the Cumulative Preferred
Stock, the holders of the Cumulative Preferred Stock shall not be
entitled to participate further in the distribution of the assets
of the Corporation and after such payment and distribution to the
holders of the Cumulative Preferred Stock, the remaining assets
of the Corporation shall be distributed among the holders of the
junior stock according to their respective rights and preferences
and pro rata in accordance with the number of shares respectively
held by such holders.

          (D)  (a)  Redemption of Cumulative Preferred Stock. 
Subject to the provisions of subsection (i) of this subdivision
(D), the Corporation, at the option of the Board of Directors,
expressed in a resolution adopted by said Board, may redeem, at
any time or times and from time to time, all or any part of the
shares of Cumulative Preferred Stock or all or any part of any
one or more series of such Cumulative Preferred Stock
outstanding, by paying the par value thereof plus an amount in
the case of each such share of Cumulative Preferred Stock to be
redeemed computed at the annual dividend rate for the series in
question from the date from which dividends on such share became
cumulative to the date fixed for such redemption, less the
aggregate of dividends theretofore or on such redemption date
paid thereon, plus such premium, if any, as shall have been fixed
in accordance with the provisions of subdivision (A) of this
Article FIFTH prior to the issuance thereof.  Notice of every
such redemption shall be given by publication, published at least
once in each of two (2) calendar weeks in a daily newspaper
(which term shall mean and include a newspaper published in
morning editions or evening editions or both, and whether or not
it shall be published in Sunday editions or on holidays) printed
in the English language and published and of general circulation
in the Borough of Manhattan, the City and State of New York, the
first publication to be at least thirty (30) days and not more
than sixty (60) days prior to the date fixed for such redemption. 
At least thirty (30) days' and not more than sixty (60) days'
previous notice of every such redemption shall also be mailed to
the holders of record of the Cumulative Preferred Stock to be
redeemed, at their respective addresses as the same shall appear
on the books of the Corporation; but no failure to mail such
notice nor any defect therein or in the mailing thereof shall
affect the validity of the proceedings for the redemption of any
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shares of such Cumulative Preferred Stock so to be redeemed.  The
Board of Directors shall have full power and authority, subject
to the limitations and provisions herein contained, to prescribe
the manner in which and the terms and conditions upon which any
shares of any series of the Cumulative Preferred Stock shall be
redeemed from time to time.  If such notice of redemption shall
have been duly given by publication, and if on or before the
redemption date specified in such notice all funds necessary for
such redemption shall have been set aside so as to be available
therefor, then, notwithstanding that any certificate for the
shares of such Cumulative Preferred Stock so called for
redemption shall not have been surrendered for cancellation, the
shares represented thereby shall from and after the date fixed
for redemption no longer be deemed outstanding, the right to
receive dividends thereon shall cease to accrue from and after
the date of redemption so fixed, and all rights with respect to
such shares of Cumulative Preferred Stock so called for
redemption shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to
receive the amount payable upon redemption thereof, but without
interest; provided, however, that the Corporation may, after
giving the first notice by publication of any such redemption or
upon furnishing the depositary hereinafter mentioned with
irrevocable authority to publish such notice of redemption on
behalf of the Corporation and prior to the redemption date
specified in such notice, deposit in trust, for the account of
the holders of such Cumulative Preferred Stock to be redeemed,
with a bank or trust company in good standing, organized under
the laws of the United States of America, or of the State of New
York, doing business in the City of Rochester, New York, or in
the Borough of Manhattan, the City and State of New York, and
having a capital, undivided profits and surplus aggregating at
least $5,000,000, all funds necessary for such redemption, and
upon such deposit all shares of such Cumulative Preferred Stock
with respect to which such deposit shall have been made shall no
longer be deemed to be outstanding, and all rights with respect
to such shares of such Cumulative Preferred Stock shall forthwith
upon such deposit in trust cease and terminate, except (1) the
right of the holders thereof to receive the amount payable upon
the redemption thereof, but without interest, or (2) the right of
the holders of any Cumulative Preferred Stock, which may be
convertible into shares of stock of the Corporation of any class
or classes, or other securities, to convert such Cumulative
Preferred Stock called for redemption within the time or up to a
date specified in the terms of such convertible stock or as may
be stated in any certificate filed pursuant to law creating such
convertible stock.  If less than all the Cumulative Preferred
Stock of any series shall be redeemed, the stock to be redeemed
shall be selected by lot in such manner as the Board of Directors
may determine, by a bank or trust company appointed for that
purpose by said Board, which, unless otherwise directed by said
Board, shall be the bank or trust company with which the funds
necessary for such redemption are to be deposited.

          (i)  Unless all dividends accrued to the dividend date
     next preceding such redemption date shall be paid on all
     Cumulative Preferred Stock then outstanding, the Corporation
     shall not have the right to redeem less than all of the
     Cumulative Preferred Stock outstanding at the time of giving
     the notice of such redemption.
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          (b)  Purchase of Cumulative Preferred Stock.  In the
event that at any time the Corporation shall be in default in the
payment of dividends on the Cumulative Preferred Stock then so
long as such default shall continue, the Corporation shall not
purchase or otherwise acquire for a consideration any shares of
the Cumulative Preferred Stock unless such purchase or
acquisition shall be pursuant to tenders, called for on at least
20 days' previous notice by mail to the holders of record (at the
time of mailing such notice) of the Cumulative Preferred Stock at
their respective addresses as the same shall appear on the books
of the Corporation.  The shares of stock to be purchased,
pursuant to such tenders, shall be purchased at the lowest prices
specified in such tenders, not exceeding, however, the redemption
prices then in effect or then current, and the notice shall
specify the method (whether by lot, or otherwise) of determining
the stock to be purchased in the event that stock shall be
tendered at the same price, whether the lowest or other price.

          (E)  Increase of Authorized Stock.  The Corporation,
subject to the provisions of subsection (ii) of subdivision (F)
of this Article FIFTH, may from time to time increase the
authorized amount of the Cumulative Preferred Stock and may also
from time to time create other classes of preferred stock with
different preferential rights.

          (F)  Voting Rights.  The holders of the Cumulative
Preferred Stock shall not be entitled to any voting rights
whatsoever, except as specifically required by statute or as
hereinafter expressly provided.

          (i)  Voting rights upon default in dividends.  In the
     event that, at any time, or from time to time, four full
     quarterly dividends (whether consecutive or not) on the
     Cumulative Preferred Stock then outstanding, at the dividend
     rate appertaining thereto shall be in arrears, the holders
     of such Cumulative Preferred Stock shall have the right,
     voting separately as a class, to elect the smallest number
     of directors then necessary to constitute a majority of the
     full Board, and in such event the holders of stock of any
     other class or classes then entitled to vote for directors
     shall have the right, voting separately as a class, to elect
     only the remaining directors.

          If and whenever the right of the holders of Cumulative
     Preferred Stock to elect directors hereunder shall accrue,
     the terms of office of all persons who may be directors of
     the Corporation at such time shall terminate upon the
     election of their successors.  Such election may be held at
     a special meeting of all stockholders of the Corporation
     which shall be convened at any time after the accrual of
     such right, upon notice similar to that provided in the
     Bylaws of the Corporation for calling the annual meeting of
     the stockholders, at the written request of the holders of
     record of at least 10% of the number of shares of Cumulative
     Preferred Stock then outstanding, for which purpose any
     holder of record of Cumulative Preferred Stock shall have
     access to the stock books of the Corporation.  In the event
     of the failure of the Secretary or other proper officer of
     the Corporation to give such notice within 10 days after
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     receipt of such request, then such meeting may be called on like
     notice given by the holders of at least 10% of the Cumulative
     Preferred Stock then outstanding.  If for any reason such special
     meeting shall not be held prior to the next annual meeting, then
     notice of such annual meeting shall be given to the holders of
     the Cumulative Preferred Stock then outstanding in the manner
     provided in the Bylaws, and at such meeting the holders of
     Cumulative Preferred Stock and the holders of any other class or
     classes of stock then entitled to vote for directors shall elect
     the number of directors for which they are then respectively
     entitled to vote under the provisions hereof, unless previously
     thereto all such defaults in dividends shall have been made good. 
     In the event that the holders of the Cumulative Preferred Stock
     then outstanding shall not exercise their right to elect
     directors at such annual meeting then the holders of the other
     class or classes of stock then entitled to vote for the election
     of directors shall have the right to elect at such meeting the
     entire membership of the Board of Directors, and such directors
     so elected shall constitute the entire Board of Directors until
     such time as part thereof shall be retired and replaced by
     directors elected, as herein provided, by the holders of
     Cumulative Preferred Stock then outstanding.

          To entitle the holders of Cumulative Preferred Stock to
     vote for the election of directors hereunder at any meeting,
     there shall be present at such meeting in person or by proxy
     the holders of not less than a majority of the shares of
     Cumulative Preferred Stock then outstanding, but the holders
     of less than a majority of such shares may adjourn such
     meeting for a period or periods not exceeding four weeks in
     the aggregate.  In order to validate an election of
     directors by the holders of Cumulative Preferred Stock as
     herein provided, such election shall be by a vote of at
     least a plurality of the shares of Cumulative Preferred
     Stock then outstanding present at such meeting in person or
     by proxy.

          In the event that any meeting at which the holders of
     Cumulative Preferred Stock shall have the right to elect
     directors to replace directors theretofore elected by
     holders of any other class or classes of stock shall be
     attended by the holders of at least a majority of the
     Cumulative Preferred Stock then outstanding, but not by the
     holders of at least a majority of the other class or classes
     of stock then entitled to vote for directors, such holders of
     Cumulative Preferred Stock shall nevertheless be entitled to
     proceed with the election of directors in place of directors
     theretofore elected as hereinabove provided, such retiring
     directors (if and so far as the necessary vacancies shall not be
     provided by voluntary resignations) to be determined by lot from
     the Board of Directors theretofore elected as aforesaid, not
     including, however, directors then holding the office of Chairman
     of the Board of Directors or President of the Corporation, and
     the remaining directors (i.e., those not resigning or selected by
     lot as aforesaid) theretofore elected by the holders of the other
     class or classes of stock shall continue to hold office until
     their successors shall have been duly elected as herein provided.

          Whenever by reason of the resignation, death or removal
     of any director or directors or any increase in the number
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     of directors, the number of directors in office who have
     been elected by the holders of stock voting as a class shall
     become less than the total number then subject to election
     by such class, the vacancy or vacancies so resulting may be
     filled by the affirmative vote of the directors, if any, at
     the time in office who were elected by the vote of such
     class, although less than a quorum, or by vote of such class
     at a special meeting thereof (if there are then no directors
     in office who were elected by the vote of such class) which
     shall be called at any time at the request of the holders of
     record of at least 10% of the outstanding shares of such
     class, for which purpose such holders shall have access to
     the stock books of the Corporation.

          If at any time the right of the holders of the
     Cumulative Preferred Stock to elect directors hereunder
     shall accrue as aforesaid, and the holders of such stock
     shall not exercise such right at any meeting (whether annual
     or otherwise) at which directors may be elected, such
     failure to exercise such right shall not be construed as a
     waiver thereof, but the holders of such stock may, so long
     as the default in dividends aforesaid shall exist, exercise
     the right given them hereunder in the manner aforesaid at
     any annual meeting or at any special meeting called as
     hereinabove provided or at any adjournment of either
     thereof.

          The right of the holders of Cumulative Preferred Stock
     to elect directors, as hereinabove provided, shall continue
     until all accrued dividends on the Cumulative Preferred
     Stock at the full dividend rates thereto appertaining shall
     have been paid, or declared and set apart for payment, at
     which time such right shall cease.

          If and whenever the right of the holders of Cumulative
     Preferred Stock to elect directors as hereinabove provided
     shall terminate, then the terms of office of all persons who
     may be directors of the Corporation at such time shall
     terminate upon the election of their successors.  Such
     election may be held at a special meeting of the holders of
     the class or classes of stock then entitled to vote for
     directors, which meeting may be convened at any time after
     the termination of such right, upon notice similar to that
     provided in the Bylaws of the Corporation for the annual
     meeting of stockholders, at the written request of the
     holders of record of at least 10% of such stock then
     outstanding.  In the event of the failure of the Secretary
     or other proper officer of the Corporation to give such
     notice within 10 days after receipt of such request, such
     meeting may be called on like notice by the holders of
     record of at least 10% of such stock, for which purpose any
     holder of record of such stock shall have access to the
     stock books of the Corporation.  If for any reason such
     special meeting be not held prior to the next annual
     meeting, then at such meeting the holders of the class or
     classes of stock then outstanding and entitled to vote for
     the election of directors shall elect all of the members of
     the Board.

          (ii)      Authorization or Issue of Additional
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     Preferred Stock.  The Corporation may from time to time
     increase the authorized amount of Cumulative Preferred Stock
     and may also from time to time create other classes of
     preferred stock with different preferential rights but only
     in accordance with the provisions hereinafter set forth, so
     long as any shares of Cumulative Preferred Stock shall be
     outstanding.

               (a)  Authorization.  The authorized amount of
          Cumulative Preferred Stock shall not be increased
          beyond the 850,000 shares authorized by this
          Certificate, and no class of stock having preferential
          rights which are equal to those of the Cumulative
          Preferred Stock, and no obligations or shares of stock
          of any class convertible into or evidencing the right
          to purchase any class of stock having such preferential
          rights shall be authorized by any certificate hereafter
          filed pursuant to law, except upon the affirmative vote
          of the holders of record of at least a majority of the
          shares of Cumulative Preferred Stock then outstanding
          voting separately as a class.  No class of stock having
          any preferential rights which are in any way superior
          to those of the Cumulative Preferred Stock and no
          obligations or shares of stock of any class convertible
          into or evidencing the right to purchase any class of
          stock having such superior preferential rights, shall
          be authorized except upon the affirmative vote of the
          holders of record of at least two-thirds of the then
          outstanding shares of Cumulative Preferred Stock voting
          separately as a class.

               (b)  Issue.  No shares of Cumulative Preferred
          Stock authorized by this Certificate in excess of the
          number of shares of the first series thereof, nor any
          shares of stock or obligations authorized pursuant to
          any of the provisions of the preceding subparagraph
          (a), shall be issued except upon compliance with the
          earnings requirements hereinafter set forth, unless
          such compliance shall have been waived by the
          affirmative vote of the holders of record of at least a
          majority of the shares of Cumulative Preferred Stock
          then outstanding voting separately as a class.  In the
          event that any vote of the holders of Cumulative
          Preferred Stock shall be required to authorize any
          waiver under this subparagraph (b), such vote shall be
          taken at a meeting of the holders of the Cumulative
          Preferred Stock only, upon notice as hereinafter
          required.

               (c)  Earnings Requirements.  The earnings
          requirements herein referred to are as follows, to wit
          the gross earnings of the Corporation for a period of
          12 consecutive calendar months within the 15 calendar
          months immediately preceding the issue of stock or
          obligations referred to in subparagraphs (a) and (b)
          above shall have been at least equal to one and
          one-half (1 1/2) times the sum of the annual interest
          requirements on all funded indebtedness and other
          borrowings of the Corporation to be outstanding on the
          date of the proposed issue and the annual dividend
<PAGE>
 
          requirements on the Cumulative Preferred Stock then
          outstanding and on any other class of stock then
          outstanding having preferential rights equal or
          superior to those of the Cumulative Preferred Stock and
          the annual dividend requirements on the stock to be
          issued.  "Gross earnings" for any period for the
          purposes of this subparagraph (c) shall be computed by
          adding to the net income (determined as hereinafter
          provided) of the Corporation for said period the amount
          deducted for interest on all funded indebtedness and
          other borrowings of the Corporation in determining such
          net income.  "Net income" for any period for the
          purposes of this subparagraph (c) shall be determined
          in accordance with accepted accounting principles, not
          inconsistent, however, with the requirements of public
          regulatory authorities having jurisdiction in the
          premises, and in determining such net income for any
          period, there shall be deducted, in addition to other
          items of expense, the amount charged to income for said
          period on the books of the Corporation for taxes and
          provision for depreciation.  The Board of Directors may
          make adjustments by way of increase or decrease in such
          net income to give effect to changes therein resulting
          from acquisition of properties or any redemption,
          acquisition, purchase, sale or exchange of stock or
          obligations by the Corporation, whether prior to the
          issue of any stock or obligations then to be issued, or
          in connection with such issue.  In computing net income
          for the purposes of this subparagraph (c), adjustments
          shall be made so as to eliminate profits or losses from
          the sale or other disposition of capital assets and
          from appreciation or depreciation in value of capital
          assets and increases or decreases in book value
          resulting from reappraisal (if any) at higher or lower
          figures.

          (iii)     Alteration of Terms of Cumulative Preferred
          Stock, etc.  The Corporation shall not, except when
          authorized by the vote of the holders of record of at least
          two-thirds of the then outstanding shares of Cumulative
          Preferred Stock voting separately as a class (1) alter
          or abolish any preferential right of any outstanding
          shares of such stock affecting the holders of such
          shares adversely, or (2) create, alter or abolish any
          provisions or right in respect of the redemption of any
          outstanding shares of such stock affecting the holders
          of such shares adversely, or (3) abolish any voting
          right of the holders of shares of such stock or limit
          their voting rights, except as the same may be limited
          by the voting rights given to new shares of any class
          authorized by any certificate filed pursuant to law. 
          Such vote, however, shall not affect the right of any
          holder of shares of Cumulative Preferred Stock not
          voting in favor of the authorization of any of the
          foregoing transactions (designated (1), (2) and (3)) to
          have such shares appraised and paid for as contemplated
          by the provisions of any then applicable provisions of
          the statutes of the State of New York.

          SIXTH:    The designation of each series of Cumulative
<PAGE>
 
Preferred Stock of the Corporation, and a statement of the
variations in the relative rights, preferences and limitations as
between series to the extent not set forth in Article FIFTH of
this Certificate, as fixed by the Board of Directors of the
Corporation before issuance of each such series, are as follows:

          (a)  An initial series of Sixty Thousand (60,000)
     shares of the Cumulative Preferred Stock of the Corporation,
     which shares are designated "Cumulative Preferred Stock, 5%
     Series" (herein called the "initial series").

          The rate of dividends payable upon the initial series
     shall be 5% of the par value thereof per annum, payable
     quarterly on the first days of January, April, July and
     October in each year.

          The Corporation may redeem all or any part of the
     initial series at any time or times and from time to time,
     on the terms and conditions with respect thereto set forth
     in subdivision (D) of Article FIFTH of this Certificate, by
     paying, in the case of each such share to be redeemed, the
     par value thereof plus an amount computed at the annual
     dividend rate of 5% of said par value from the date from
     which said dividends on such share became cumulative to the
     date fixed for redemption, less the aggregate of such
     dividends theretofore or on such redemption date paid
     thereon, plus a premium of $1 per share.

          (b)  A second series of Forty Thousand (40,000) shares
     of the Cumulative Preferred Stock of the Corporation, which
     shares are designated "Cumulative Preferred Stock, Second 5%
     Series" (herein called the "second series").

          The rate of dividends payable upon the second series
     shall be 5% of the par value thereof per annum, payable
     quarterly on the first days of January, April, July and
     October in each year.

          The Corporation may redeem all or any part of the
     second series at any time or times and from time to time, on
     the terms and conditions with respect thereto set forth in
     subdivision (D) of Article FIFTH of this Certificate, by
     paying, in the case of each such share to be redeemed, the
     par value thereof plus an amount computed at the annual
     dividend rate of 5% of said par value from the date from
     which said dividends on such share became cumulative to the
     date fixed for such redemption, less the aggregate of such
     dividends theretofore or on such redemption date paid
     thereon, plus a premium of $2 per share if the redemption
     date shall be prior to July 1, 1971 and of $1 per share if
     the redemption date shall be on or subsequent to July 1,
     1971.

          (c)  A third series of Fifty Thousand (50,000) shares
     of the Cumulative Preferred Stock of the Corporation, which
     shares are designated "Cumulative Preferred Stock, 5.65%
     Series" (herein called the "third series").

          The rate of dividends payable upon the third series
     shall be 5.65% of the par value thereof per annum, payable
<PAGE>
 
     quarterly on the first days of January, April, July and
     October in each year.

          The Corporation may redeem all or any part of the third
     series at any time or times and from time to time, on the
     terms and conditions with respect thereto set forth in
     subdivision (D) of Article FIFTH of this Certificate, by
     paying, in the case of each such share to be redeemed, the
     par value thereof plus an amount computed at the annual
     dividend rate of 5.65% of said par value from the date from
     which said dividends on such share became cumulative to the
     date fixed for such redemption, less the aggregate of such
     dividends theretofore or on such redemption date paid
     thereon, plus a premium of $7 per share if the redemption
     date shall be on or prior to October 1, 1971; of $5 per
     share if the redemption date shall be subsequent to October
     1, 1971 but on or prior to October 1, 1976; of $3 per share
     if the redemption date shall be subsequent to October 1,
     1976 but on or prior to October 1, 1981; and of $1 per share
     if the redemption date shall be subsequent to October 1,
     1981.

          (d)  A fourth series of Fifty Thousand (50,000) shares
     of the Cumulative Preferred Stock of the Corporation, which
     shares are designated "Cumulative Preferred Stock, 4.60%
     Series" (herein called the "fourth series").

          The rate of dividends payable upon the fourth series
     shall be 4.60% of the par value thereof per annum, payable
     quarterly on the first days of January, April, July and
     October in each year.

          The Corporation may redeem all or any part of the
     fourth series at any time or times and from time to time, on
     the terms and conditions with respect thereto set forth in
     subdivision (D) of Article FIFTH of this Certificate, by
     paying, in the case of each such share to be redeemed, the
     par value thereof plus an amount computed at the annual
     dividend rate of 4.60% of said par value from the date from
     which said dividends on such share became cumulative to the
     date fixed for such redemption, less the aggregate of such
     dividends theretofore or on such redemption date paid
     thereon, plus a premium of $5.00 per share if the redemption
     date shall be on or prior to September 30, 1968; of $3.50
     per share if the redemption date shall be subsequent to
     September 30, 1968 but on or prior to September 30, 1973; of
     $2.50 per share if the redemption date shall be subsequent
     to September 30, 1973 but on or prior to September 30, 1978;
     and of $1.00 per share if the redemption date shall be
     subsequent to September 30, 1978; provided, however, that,
     prior to October 1, 1968, shares of the fourth series shall
     not be redeemed, directly or indirectly, by the application
     of borrowed funds or the proceeds of the issue of any stock
     ranking prior to or on a parity with the fourth series if
     such borrowed funds have an interest cost, or such shares
     have a dividend cost, to the Corporation of less than 4.60%
     per annum.

          (e)  A fifth series of fifteen thousand (15,000) shares
     of the Cumulative Preferred Stock of the Corporation, which
<PAGE>
 
     shares are designated "Convertible Preferred Stock 5%
     Series" (herein called the "fifth series").

          The rate of dividends payable upon the fifth series
     shall be 5% of the par value thereof per annum payable
     quarterly on the first days of January, April, July and
     October in each year.

          The Corporation may redeem all or any part of the fifth
     series at any time or times and from time to time, on or
     after April 1, 1979, on the terms and conditions with
     respect thereto set forth in subdivision (D) of Article
     FIFTH of this certificate, by paying, in the case of each
     share to be redeemed, the par value thereof plus an amount
     computed at the annual dividend rate of 5% of said par value
     from the date from which said dividends on such share became
     cumulative to the date fixed for such redemption, less the
     aggregate of such dividends theretofore or on such
     redemption date paid thereon, plus a premium of $5 per share
     if the redemption date shall be on or prior to April 1,
     1981; of $3 per share if the redemption date shall be
     subsequent to April 1, 1982, but on or prior to April 1,
     1983; of $1 per share if the redemption date shall be
     subsequent to April 1, 1983, but on or prior to April 1,
     1984; and no premium if the redemption date shall be
     subsequent to April 1, 1984.

          The conversion rights of shares of the fifth series
shall be as follows:

          (i)   Shares of the fifth series may at any time after
     the date of issue, at the option of the holder, be converted
     into Common Stock of the Corporation (as such shares may be
     constituted on the conversion date) at the rate of four (4)
     shares of Common Stock for each share of the fifth series,
     subject to adjustment as provided herein; provided that, as
     to any shares of the fifth series which shall have been
     called for redemption, the conversion right shall terminate
     at the close of business on the business day prior to the
     date fixed for redemption unless default shall be made in
     the payment of the redemption price plus accrued and unpaid
     dividends.

          (ii)  The holder of a share or shares of the fifth
     series may exercise the conversion rights as to any thereof
     by delivering to the Corporation during regular business
     hours, or at the office of any transfer agent of the
     Corporation for the fifth series, if any, or at such other
     place as may be designated by the Corporation, the
     certificate or certificates for the shares to be converted,
     duly endorsed or assigned in blank to the Corporation (if
     required by it), accompanied by written notice stating that
     the holder elects to convert such shares and stating the
     name or names (with address) in which the certificate or
     certificates for Common Stock are to be issued.  Conversion
     shall be deemed to have been effected on the date when such
     delivery is made, and such date is referred to herein as the
     "conversion date".  As promptly as practicable thereafter,
     the Corporation shall issue and deliver to or upon the
     written order of such holder, at such office or other place
<PAGE>
 
     designated by the Corporation, a certificate or certificates
     for the number of full shares of Common Stock to which he is
     entitled and a check, cash, scrip certificate or other
     adjustment in respect of any fraction of a share as provided
     in paragraph (e)(iv) below.  The person in whose name the
     certificates for Common Stock are to be issued shall be
     deemed to have become a holder of Common Stock of record at
     the close of business on the conversion date unless the
     transfer books of the Corporation are closed on that date,
     in which event he shall be deemed to have become a holder of
     Common Stock of record at the opening of business on the
     next succeeding date on which the transfer books are open,
     but the conversion rate shall be that in effect on the
     conversion date.

          (iii) No payment or adjustment shall be made for
     dividends accrued on any shares of the fifth series
     converted or for dividends on any shares of Common Stock
     issuable on conversion, but until all dividends accrued and
     unpaid on the fifth series up to the quarterly dividend
     payment date next preceding the conversion date shall have
     been paid to the holder of the shares of the fifth series
     converted or to his assigns, or declared and set apart for
     such payment, in full, no dividend shall be paid or set
     apart for payment or declared on the Common Stock or on any
     other class of stock of the Corporation ranking as to
     dividends subordinate to the fifth series and no payment
     shall be made with respect to any purchase or acquisition
     of, or to any sinking fund with respect to, any class of
     stock of the Corporation ranking as to dividends or
     distribution of assets on a parity with or subordinate to
     the fifth series.

          (iv) The Corporation shall not be required to issue any
     fraction of a share upon conversion of any share or shares
     of the fifth series.  If more than one share of the fifth
     series shall be surrendered for conversion at one time by
     the same holder, the number of full shares of Common Stock
     issuable upon conversion thereof shall be computed on the
     basis of the total number of shares of the fifth series so
     surrendered.  If any fractional interest in a share of
     Common Stock would be deliverable upon conversion, the
     Corporation shall make an adjustment therefore in cash
     unless its Board of Directors shall have determined to
     adjust fractional interests by issuance of scrip
     certificates or in some other manner.  Adjustment in cash
     shall be made on the basis of the current market value of
     one share of Common Stock, which shall be taken to be the
     last sale price, regular way, of the Corporation's Common
     Stock on the New York Stock Exchange on the last trading day
     before the conversion date, or, if there is no reported sale
     on that day, the average of the closing bid and asked
     quotations, regular way, on that Exchange on that day or, if
     the Common Stock is not listed or admitted to trading on
     such Exchange, on the principal national securities exchange
     on which the Common Stock is listed or admitted to trading,
     or if it is not listed or admitted to trading on any
     national securities exchanges, the average of the closing
     bid and asked prices in the over-the-counter market on that
     date as furnished by any securities broker or dealer
<PAGE>
 
     selected from time to time by the Corporation for that
     purpose.

          (v)  The issuance of Common Stock on conversion of the
     fifth series shall be without charge to the converting
     holder of the fifth series for any fee, expense or tax which
     may be payable in respect of any transfer involved in the
     issuance and delivery of shares in any name other than that
     of the holder of record on the books of the Corporation of
     the shares of the fifth series converted, and the
     Corporation shall not, in any such case, be required to
     issue or deliver any certificate for shares of Common Stock
     unless and until the person requesting the issuance thereof
     shall have paid to the Corporation the amount of such fee,
     expense or tax or shall have established to the satisfaction
     of the Corporation that such fee, expense or tax has been
     paid.

          (vi) The conversion rate provided in paragraph (e)(i)
     shall be subject to the following adjustments, which shall
     be made to the nearest one-hundredth of a share of Common
     Stock or, if none, to the next lower one-hundredth:

               (A)  In case the Corporation shall declare a
          dividend on its Common Stock in shares of its capital
          stock, subdivide its outstanding shares of Common
          Stock, combine its outstanding shares of Common Stock
          into a smaller number of shares, or issue by
          reclassification of its Common Stock (including any
          such reclassification in connection with a
          consolidation or merger in which the Corporation is the
          continuing corporation) any shares of its capital
          stock, the conversion rate in effect at the time of the
          record date for such dividend or of the effective date
          of such subdivision, combination or reclassification
          shall be proportionately adjusted so that the holder of
          any of the fifth series surrendered for conversion
          after such time shall be entitled to receive the kind
          and amount of shares which he would have owned or have
          been entitled to receive had the fifth series been
          converted immediately prior to such time.  Such
          adjustment shall be made successively whenever any
          event listed above shall occur.

               (B)  In case the Corporation shall fix a record
          date for the issuance of rights or warrants to all
          holders of its Common Stock entitling them (for a
          period expiring within 45 days after such record date)
          to subscribe for or purchase shares of Common Stock at
          a price per share less than the Current Market Price
          (as defined below) on such record date, the number of
          shares of Common Stock into which each share of the
          fifth series shall be convertible after such record
          date shall be determined by multiplying the number of
          shares of Common Stock into which such share of the
          fifth series was convertible immediately prior to such
          record date by a fraction, of which the numerator shall
          be the sum of the total number of shares of Common
          Stock outstanding immediately prior to such record date
          and the number of additional shares of Common Stock to
<PAGE>
 
          be offered for subscription or purchase, and of which
          the denominator shall be the sum of the total number of
          shares of Common Stock outstanding immediately prior to
          such record date and the number of shares of Common
          Stock which the aggregate offering price (without
          deduction for expenses or commissions of any kind) of
          the total number of shares so to be offered would
          purchase at such Current Market Price.  Such adjustment
          shall be made successively whenever such a record date
          is fixed; and in the event that such rights or warrants
          are not so issued, the conversion rate shall again be
          adjusted to be the conversion rate which would then be
          in effect if such record date had not been fixed.

               (C)  In case the Corporation shall fix a record
          date for the making of a distribution to all holders of
          its Common Stock (including any such distribution made
          in connection with a consolidation or merger in which
          the Corporation is the continuing corporation) of
          evidences of its indebtedness or assets (excluding
          dividends paid in, or distributions of, its capital
          stock, or cash paid out of earned surplus) or
          subscription rights or warrants (excluding those
          referred to in subparagraph (vi)(B)), then in each such
          case the number of shares of Common Stock into which
          each share of the fifth series shall be convertible
          after such record date shall be determined by
          multiplying the number of shares of Common Stock into
          which such share of the fifth series was convertible
          immediately prior to such record date by a fraction, of
          which the numerator shall be the Current Market Price
          on such record date, and of which the denominator shall
          be the Current Market Price on such record date less
          the fair market value (as determined by the Board of
          Directors of the Corporation, whose determination shall
          be conclusive, and described in a certificate of an
          officer of the Corporation filed in the Corporation's
          records) of the portion of the assets or evidences of
          indebtedness so to be distributed or of such
          subscription rights or warrants applicable to one share
          of Common Stock.  Such adjustment shall be made
          successively whenever such a record date is fixed; and
          in the event that such distribution is not so made, the
          conversion rate shall again be adjusted to be the
          conversion rate which would then be in effect if such
          record date had not been fixed.

               (D)  For the purpose of any computation under
          subparagraphs (vi)(B) and (vi)(C) above, the "Current
          Market Price" on any record date shall be deemed to be
          the average of the daily closing prices per share of
          Common Stock for the 30 consecutive business days
          commencing 45 business days before such date.  The
          closing price for each day shall be the last sale
          price, regular way, or, in case no such sale takes
          place on such day, the average of the closing bid and
          asked prices, regular way, in either case on the New
          York Stock Exchange, or, if the Common Stock is not
          listed or admitted to trading on such Exchange, on the
          principal national securities exchange on which the
<PAGE>
 
          Common Stock is listed or admitted to trading, or if it
          is not listed or admitted to trading on any national
          securities exchange, the average of the closing bid and
          asked prices in the over-the-counter market on that
          date as furnished by any securities broker or dealer
          selected from time to time by the Corporation for that
          purpose.  The closing price determined as stated above
          is herein called the "closing price".

               (E)  No adjustment in the conversion rate shall be
          required unless such adjustment would require an
          increase or decrease in such rate of at least
          one-twentieth of a share; provided, however, that any
          adjustments which by reason of this subparagraph (E)
          are not required to be made shall be carried forward
          and taken into account in any subsequent adjustment. 
          All calculations under this paragraph (e)(vi) shall be
          made to the nearest cent or to the nearest
          one-hundredth of a share, as the case may be.

               (F)  In the event that at any time, as a result of
          an adjustment made pursuant to subparagraph (vi)(A)
          above, the holder of any of the fifth series thereafter
          surrendered for conversion shall become entitled to
          receive any shares of the Corporation other than shares
          of its Common Stock, thereafter the number of such
          other shares so receivable upon conversion of any of
          the fifth series shall be subject to adjustment from
          time to time in a manner and on terms as nearly
          equivalent as practicable to the provisions with
          respect to the Common Stock contained in this paragraph
          (e)(vi).

               No adjustment of the conversion rate provided in
          subparagraph (e)(i) shall be made by reason of the
          issuance of Common Stock for cash except as provided in
          subparagraph (e)(vi)(B), or by reason of the issuance
          of Common Stock for property or services; provided,
          that no such issuance of Common Stock for cash,
          property, or services shall be made unless the Board of
          Directors shall first have made a determination that
          consideration to be received with respect to any such
          issuance of Common Stock is fair and reasonable under
          the particular circumstances.  Whenever the conversion
          rate is adjusted pursuant to this paragraph (e)(vi),
          advice of such adjusted conversion rate shall be sent
          to the holders of the fifth series at or about the time
          of the next dividend payment on such fifth series.

          (vii)     In case of any reclassification or change of
     the outstanding shares of Common Stock of the Corporation
     (except a split or combination of shares) or in case of any
     consolidation or merger to which the Corporation is a party
     (except a merger in which the Corporation is the surviving
     corporation and which does not result in a reclassification
     of or change in the outstanding Common Stock of the
     Corporation except a split or combination of shares) or in
     case of any sale or conveyance to another corporation of all
     or substantially all of the property of the Corporation or
     by the successor or purchasing corporation so that the
<PAGE>
 
     holder of each share of the fifth series then outstanding
     shall thereafter have the right to convert such share into
     the kind and amount of stock and other securities and
     property receivable upon such reclassification, change,
     consolidation, merger, sale or conveyance by a holder of the
     number of shares of Common Stock of the Corporation into
     which such share of the fifth series might have been
     converted immediately prior thereto, and that there shall be
     subsequent adjustments of the conversion rate which shall be
     equivalent, as nearly as practicable, to the adjustments
     provided for in paragraph (e)(vi) above.  The provisions of
     this paragraph (e)(vii) shall similarly apply to successive
     reclassifications, changes, consolidations, mergers, sales
     or conveyances.

          (viii)    Shares of Common Stock issued on conversion
     of shares of the fifth series shall be issued as fully paid
     shares and shall be non-assessable by the Corporation.  The
     Corporation shall at all times reserve and keep available,
     free from preemptive rights for the purpose of effecting the
     conversion of the fifth series, such number of its duly
     authorized shares of Common Stock as shall be sufficient to
     effect the conversion of all outstanding shares of the fifth
     series.

          (ix) Shares of the fifth series converted as provided
     herein shall be cancelled, shall no longer be deemed
     outstanding, and shall revert to the status of authorized,
     unissued Preferred Stock of the Corporation, and the Board
     of Directors shall have authority to issue such Preferred
     Stock with such relative rights, preferences and privileges
     as it may fix and as if such stock had not been issued as a
     part of the initial series of the Preferred Stock.

          SEVENTH:  (A)  Notwithstanding any other provision of
this Certificate, outstanding shares of Common Stock held by
Disqualified Holders (as hereinafter defined in subdivision (ii)
of Paragraph (B) of this Article SEVENTH) shall always be subject
to redemption by the Corporation to the extent necessary, in the
judgment of the Board of Directors, to prevent the loss or secure
the renewal or reinstatement of any license or franchise from any
governmental agency held by the Corporation or any of its
Subsidiaries (as hereinafter defined in subdivision (v) of
Paragraph (B) of this Article SEVENTH) to conduct any portion of
the business of the Corporation or any of its Subsidiaries, which
license or franchise is conditioned upon some or all of the
holders of the stock of the Corporation possessing prescribed
qualifications.  The terms and conditions of such redemption
shall be as follows, subject in any case to any additional or
different rights of a particular Disqualified Holder or of the
Corporation pursuant to any contract or agreement between such
Disqualified Holder and the Corporation:

          (i)  the redemption price of the shares to be redeemed
     pursuant to this Article SEVENTH shall be equal to the
     Current Market Value (as hereinafter defined in subdivision
     (i) of Paragraph (B) of this Article SEVENTH) of such
     shares; provided that such redemption price as to any
     Disqualified Holder who purchased such shares after November
     18, 1994, and within one year of the Redemption Date (as
<PAGE>
 
     hereinafter defined in subdivision (iii) of paragraph (B) of
     this Article SEVENTH) shall not (unless otherwise determined
     by the Board of Directors) exceed the purchase price paid by
     such Disqualified Holder for such shares;

          (ii) the redemption price of such shares may be paid in
     cash, Redemption Securities (as hereinafter defined in
     subdivision (iv) of Paragraph (B) of this Article SEVENTH)
     or any combination thereof;

          (iii)     if less than all of the shares held by
     Disqualified Holders are to be redeemed, the shares to be
     redeemed shall be selected in such manner as shall be
     determined by the Board of Directors, which may include
     selection first of the most recently purchased shares
     thereof, selection by lot or selection in any other manner
     determined by the Board of Directors to be equitable;

          (iv) at least ten days' written notice of the
     Redemption Date shall be given to the record holders of the
     shares selected to be redeemed (unless waived in writing by
     any such holder), provided that the Redemption Date may be
     the date on which written notice shall be given to record
     holders if the cash or Redemption Securities necessary to
     effect the redemption shall have been deposited in trust for
     the benefit of such record holders and subject to immediate
     withdrawal by them upon surrender of the stock certificates for
     their shares to be redeemed;

          (v)  on the Redemption Date, unless the Corporation
     shall have defaulted in paying or setting aside for payment
     the cash or Redemption Securities payable upon such
     redemption, any and all rights of Disqualified Holders in
     respect of shares so redeemed (including without limitation
     any rights to vote or participate in dividends), shall cease
     and terminate, and from and after such Redemption Date such
     Disqualified Holders shall be entitled only to receive the
     cash or Redemption Securities payable upon redemption of the
     shares so redeemed; and

          (vi  such other terms and conditions as the Board of
     Directors shall determine.

     (B)  For purposes of this Article SEVENTH:

          (i)  "Current Market Value" of a share of Common Stock
     shall mean the average of the daily closing prices for such
     a share for the 20 consecutive trading days commencing on
     the 22nd trading day prior to the date on which notice of
     redemption shall be given pursuant to subdivision (iv) of
     paragraph (A) of this Article SEVENTH (or, if such notice
     shall have been waived, the date that is ten days prior to
     the Redemption Date).  The closing price for each day shall
     be the closing price on the New York Stock Exchange
     Composite Tape, or, if the Common Stock is not quoted on
     such Composite Tape, on the New York Stock Exchange, Inc.,
     or if such stock is not listed on such exchange, on the
     principal United States registered securities exchange on
     which such stock is listed, or if such stock is not listed
     on any such exchange, the average of the closing bid and
<PAGE>
 
     asked prices as reported by the electronic inter-dealer
     quotation system operated by NASDAQ, Inc. or a similar
     source selected from time to time by the Corporation for the
     purpose, or if no such prices or quotations are available,
     the fair market value on the applicable day as determined by
     the Board of Directors in good faith.

          (ii) "Disqualified Holder" shall mean any holder of
     shares of Common Stock of the Corporation whose continued
     holding of such stock, either individually or taken together
     with the holding of shares of stock of the Corporation by any
     other holder or holders of shares of stock of the Corporation,
     may result, in the judgment of the board of directors, in the
     loss of, or the failure to secure the renewal or reinstatement
     of, any license or franchise from any governmental agency held by
     the Corporation or any of its Subsidiaries to conduct any portion
     of the business of the Corporation or any of its Subsidiaries.

          (iii)     "Redemption Date" shall mean the date fixed
     by the Board of Directors for the redemption of any shares
     of stock of the Corporation pursuant to this Article
     SEVENTH.

          (iv) "Redemption Securities" shall mean any debt or
     equity securities of the Corporation, any of its
     Subsidiaries or any other corporation, or any combination
     thereof, having such terms and conditions as shall be
     approved by the Board of Directors and which, together with
     any cash to be paid as part of the redemption price, in the
     opinion of any nationally recognized investment banking firm
     selected by the Board of Directors (which may be a firm
     which provides other investment banking, brokerage or other
     services to the Corporation), has a value, at the time
     notice of redemption is given pursuant to subdivision (iv)
     of paragraph (A) of this Article SEVENTH (or, if such notice
     shall have been waived, the date that is ten days prior to
     the Redemption Date), at least equal to the price required
     to be paid pursuant to subdivision (i) of paragraph (A) of
     this Article SEVENTH (assuming, in the case of Redemption
     Securities to be publicly traded, such Redemption Securities
     were fully distributed and subject only to normal trading
     activity).

          (v)  "Subsidiary" shall mean any corporation or other
     entity of which at least a majority of the voting power of
     the voting equity securities or equity interest is owned,
     directly or indirectly, by the Corporation.

          EIGHTH:   The term of existence of the Corporation
shall be perpetual.

          NINTH:    The number of directors of the Corporation
shall be not less than nine (9).

          TENTH:    The office of the Corporation in the State of
New York is located in the County of Monroe.  The Secretary of
State of the State of New York is hereby designated as an agent
of the Corporation upon whom all process in any action or
proceeding against the Corporation may be served within the State
of New York.  The address to which the Secretary of State shall
<PAGE>
 
mail a copy of any process which may be served upon him is 180
South Clinton Avenue, Rochester, New York 14646-0700, Attention: 
Secretary.

          ELEVENTH:       No director of the Corporation shall be
personally liable to the Corporation or its shareowners for
damages for any breach of duty as a director unless the
elimination or limitation of liability is expressly prohibited by
the New York Business Corporation Law as currently in effect or
as it may be amended.  No amendment, modification or repeal of
this Article shall adversely affect any right or protection of
any director that exists at the time of such change.

     This Restatement of the Certificate of Incorporation of the
Corporation was authorized by a resolution adopted by the Board
of Directors of the Corporation at a meeting thereof duly called
and held, followed by the affirmative votes of the holders of the
requisite percentage of the outstanding shares of Common Stock of
the Corporation, cast in person or by proxy, at the Special
Meeting of Shareowners held on December 19, 1994, and, in
addition, with respect to the authorization of a new class of
preferred stock, by the affirmative votes of the holders of the
requisite percentage of the outstanding shares of the Cumulative
Preferred Stock, cast in person or by proxy, at a Special Meeting
of Cumulative Preferred Shareowners held on December 19, 1994. 
The aforementioned Special Meetings were held upon notice,
pursuant to Section 605 of the Business Corporation Law, to every
shareholder of record entitled to vote thereon, and neither the
Restated Certificate of Incorporation, as amended, nor any other
Certificate filed pursuant to law require a larger proportion of
votes.

          IN WITNESS WHEREOF, this restated certificate has been
subscribed this 24th day of January, 1995 by the undersigned, who
affirm that the statements made herein are true under the
penalties of perjury.    

                              /s/ John K. Purcell
                              ------------------------------
                               John K. Purcell
                               Corporate Vice President


                              /s/ Josephine S. Trubek
                              ------------------------------
                               Josephine S. Trubek
                               Corporate Secretary