RESTATED CERTIFICATE OF INCORPORATION

                               OF

                     KOLLMORGEN CORPORATION

                      (UNOFFICIAL VERSION)


       FIRST:    The name of the corporation is KOLLMORGEN CORPORATION.

       SECOND.   The purposes of the Corporation are to do any and all of
the things hereinafter set forth to the same extent natural persons may or
could do in any part of the world, namely:

       (1)  To design, manufacture, buy, sell, import and export, and
generally deal in periscopes, boroscopes, telescopes, microscopes, field
glasses, binoculars, magnifying glasses, surveyors' instruments, glass
used in the manufacture of optical instruments, lenses of all kinds and
descriptions and for any and all purposes;

       (2)  To design, manufacture, buy, sell, import and export, and
generally deal in optical, mechanical, engineering, astronomical,
electrical, physical, chemical, measuring, computing, scientific, and
photographic instruments, implements, devices and apparatus of all kinds;
and machinery and tools of all kinds;

       (3)  To design, manufacture, import, export, buy and sell and
generally deal in any and all kinds of motors and engines, whether
electrical, mechanical or of any other type or description, refrigerating
and air-conditional systems and devices, burners, oil-burners, gas
burners, heaters, furnaces, stoves, boilers, engines, heating devices,
lighting devices, generators, devices for producing and furnishing gases,
heat, light, cold, power, sound waves, or electricity, and all other kinds
of mechanical and electrical machines, machinery, devices and appliances
and all kinds of materials, supplies, accessories, equipment, devices,
apparatus, products, or other things used in the manufacture, production,
installation, erection, repair, servicing, distribution, handling,
marketing, use, or operation of any of the foregoing, or in any other way
thereto relating;

       (4)  To carry on a general machine shop and repair shop business, and
to manufacture from any kind of material any and all kinds of implements,
machinery, and equipment, and any other articles of commerce ordinarily
made in a machine shop or factory, and to purchase, sell and deal in any
thereof;

       (5)  To manufacture, purchase or otherwise acquire; to own, hold,
operate, install, experiment with, improve, develop, invent, repair and
maintain; to sell, at wholesale or retain or otherwise, lease, license the
use of, distribute or otherwise dispose of and generally to deal in and
with, apparatus of every kind and description, including, without
limitation of the generality of the foregoing, electronic, electrical and
mechanical devices, apparatus, appliances and machines and parts thereof
for the reproduction, amplification, reception and transmission of sound,
signals, communications, and all other matters and things, and any and all
other matters applicable or incident to or used in the manufacture, sale,
installation and maintenance of any of the foregoing;
       (6)  To engage in and carry on the business of mechanical,
electrical, metallurgical and chemical technicians, of metalworkers,
millwrights, machinists, builders, iron and steel converters, smiths,
fitters, cutters, boiler and plate makers, and manufactures of machine
tools, machinery, tools and hardware of all kinds, and of manufacturing,
constructing, producing, owning, repairing, assembling, maintaining,
storing, buying, selling, importing, exporting, leasing, and otherwise
trading and dealing in and with machine tools, machinery tools, mechanical
devices, apparatus, appliances, implements, forgings, engines, parts,
accessories, fixtures, and hardware of every kind and nature;

       (7)  To manufacture, produce, purchase, or otherwise acquire, hire,
sell, convey, exchange, lease, mortgage, pledge, distribute and otherwise
dispose of, import, export, and deal in and with, whether as principal or
agent, and at wholesale or retail, goods, wares, merchandise, and
materials of every kind and description whether now known or hereafter to
be discovered or invented, and real and personal property of every kind,
character, and description whatsoever and wheresoever situated and to own,
use, hold, control, maintain, manage, and develop the same, and to engage
in and conduct in all branches and details the business of manufacturing
and trading;

       (8)  To engage in and carry on a general research and development
business, including constructing, repairing or engaging in any work upon
any and all inventions, devices, improvements, machines, mechanical
contrivances, tools, articles, and things, or in the parts or accessories
thereof or therefor; to develop or assist in the development of patents,
inventions, and improvements, either for itself or for others, and to turn
the same to account; to conduct investigations in the fields of mechanics,
and inventions, and the uses therefor, and to make reports thereon;

       (9)  To acquire by purchase, assignment, grant, license or otherwise,
to apply for, secure, lease or in any manner obtain, to hold, own, use,
operate, enjoy and introduce, to sell, assign, lease, mortgage, pledge,
grant licenses and/or rights of all kinds in respect of or otherwise
dispose of, and generally to deal in and with, and turn to account for any
or all purposes;

       (i)  Any or all inventions, devices, processes, discoveries,
formulae, and any or all improvements and/or modifications thereof, or
rights and/or interests therein;

       (ii) Any or all letters patent, or applications for letters patent,
of the United States of America or of any other country, state, locality,
or authority, and/or all rights, interests, and/or privileges connected
therewith, or incidental or appertaining thereto;

       (iii) Any or all copyrights granted by the United States of America
or any other country, state, locality, or authority and/or privileges
connected therewith, or incidental or appertaining thereto; and

       (iv) Any or all trade-marks, trade names, trade symbols, labels,
designs, and other indications of origin and/or ownership granted by or
recognized under the laws of the United States of America or any other
country, state, locality, or authority, and/or any or all rights,
interests, and/or privileges connected therewith, or incidental or
appertaining thereto;

To manufacture, buy, sell, and generally deal in any article, product, or
commodity produced as the result of or through the use of any such
inventions, devices, processes, discoveries, formulae, improvements and/or
modifications of any thereof, or any articles, products, commodities,
supplies, and materials used or suitable to be used in connection
therewith, or in any manner applicable or incidental thereto; to grant
licenses, sublicenses, rights, interests and/or privileges in respect of
any of the foregoing, and to supervise or otherwise exercise such control
over its licensees or grantees and the business conducted by them, as may
be agreed upon in its contracts or agreements with such licensees or
grantees, for the protection of its rights and interests therein, and to
secure to it the payment of agreed royalties or other considerations;

       (10) In connection with any of the foregoing, to purchase, lease or
otherwise acquire, to construct, own, control, operate and maintain, and
to sell, convey, lease or otherwise dispose of factories, warehouses,
laboratories, shops, salesrooms, agencies, depots, and offices in any part
of the world;

       (11) To purchase, exchange, hire, or otherwise acquire such personal
property, chattels, rights, easements, permits, privileges, and franchises
as may lawfully be purchased, exchanged, hired or acquired under the Stock
Corporation Law of the State of New York.

       (12) To lend money, or make advances, with or without collateral
security, and upon the security of mortgages, leases on real and/or
personal property located in or out of the State of New York, but only to
the extent permitted to corporations organized under the Stock Corporation
Law;

       (13) To take, lease, purchase, or otherwise acquire, and to own, use,
hold, sell, convey, exchange, lease, mortgage, work, improve, develop,
divide, and otherwise handle, deal in, and dispose of real estate, real
property, and any interest or right therein;

       (14) To acquire in whole or in part the business, goodwill, rights,
property and other assets, tangible or intangible, of individuals,
corporations, associations, companies, partnerships, firms, trustees,
syndicates, combinations, organizations, or entities, domestic or foreign,
to pay for the same in cash or in the stocks, bonds, notes, debentures or
other securities or obligations of this corporation, and/or by assuming
the whole or any part of the liabilities of the transferor, or otherwise;
to hold, possess or improve such properties; to conduct in any lawful
manner the whole or any part of any similar business so acquired and to
exercise all the powers necessary or convenient in and about the conduct
and management of such business; and to pledge, mortgage, sell, or in any
manner dispose of the whole or any part of the property so acquired;

       (15) To cause to be formed, merged, or reorganized, or liquidated and
to promote, take charge of, and aid, in any way permitted by law, the
formation, merger, liquidation, or reorganization of any corporation,
combination, organization, entity, or association, domestic or foreign;

       (16) To borrow or raise money, and from time to time to make, accept,
endorse, execute, and issue bonds, debentures, promissory notes, bills of
exchange, and other obligations of the corporation for moneys borrowed or
in payment for property acquired or for any of the other objects or
purposes of the corporation or its business; and to secure the payment of
any such obligations by mortgage, pledge, deed, indenture, agreement, or
other instrument of trust, or by other lien upon, assignment of or
agreement in regard to, all or any part of the real or personal property,
interests, rights, franchises or privileges of the corporation wherever
situated, whether now owned or hereafter to be acquired; to confer upon
the holders of any of its obligations such powers, rights, and privileges
as from time to time may be deemed advisable by the Board of Directors;
except as may be specifically prohibited by law, to loan money with or
without collateral or other security; and to sell or otherwise dispose of
any or all such bonds, debentures, or obligations, in such manner and upon
such terms as may be deemed judicious;

       (17) So far as may be permitted by law to guarantee the payment of
dividends upon any capital stock and to endorse or otherwise guarantee the
principal or interest, or both, of any bonds, debentures, notes,
securities, scrip, or other obligation, or evidences of indebtedness, or
the performance of any contract or obligation of any other corporation, or
of any association, company, partnership, firm, trustee, syndicate,
individual, government, state municipality, or other political or
governmental division or subdivision, or of any combination, organization
or entity whatsoever, domestic or foreign, in which this corporation may
have any interest, directly or indirectly, or otherwise to aid the same,
and to do any acts designed to protect, preserve, improve, or enhance the
value of any property at any time held or controlled by this corporation
or in which it may be at any time interested, directly or indirectly, or
through other corporations or otherwise;

       (18) To purchase or otherwise acquire its own shares of stock (so far
as may be permitted by law) and its bonds, debentures, notes, scrip or
other securities or evidences of indebtedness, and to cancel or to hold,
transfer or reissue the same to such persons, firms, corporations or
associations and upon such terms and conditions as the Board of Directors
may in its discretion determine, without offering any thereof on the same
terms or any terms to the stockholders then of record;

       (19) To merge, amalgamate or consolidate, in accordance with law,
with any other corporation, and to cause to be formed and organized and to
promote, manage, control and maintain, and dissolve, merge or consolidate
one or more corporations in the shares or securities of which this
corporation may be or become interested, for such purpose or purposes as
may aid or advance the objects and purposes of this corporation;

       (20) To enter into any legal arrangement for sharing profits, union
of interest, reciprocal concession or cooperation with any person,
partnership, association, combination, organization, entity, or
corporation, carrying on or proposing to carry on any business which this
corporation is authorized to carry on, or any business or transaction
deemed necessary, convenient, or incidental to carrying out any of the
objects of this corporation;

       (21) To do any or all things herein set forth to the same extent and
as fully as natural persons might or could do, and in any part of the
world, and as principal, agent, contractor, or otherwise, and either alone
or in conjunction with any other corporation, association, company,
partnership, firm, trustee, syndicate, individual, government, state,
municipality or other political or governmental division or subdivision or
any combination, organization or entity whatsoever;
       (22) To conduct its business in all its branches in the State of New
York, other states, the District of Columbia, the territories and colonies
of the United States, and in foreign countries, and to have one or more
offices out of the State of New York, and to purchase, hold, mortgage,
convey, lease or otherwise dispose of and deal with real and personal
property at any such place or places;

       (23) To do all and everything necessary and proper for the
accomplishment of the objects herein enumerated or necessary or incidental
to the protection and benefit of the corporation and in general to carry
on any lawful business necessary to the attainment of the purposes of this
corporation, whether such business is similar in nature to the objects and
powers hereinabove set forth, or otherwise, but nothing hereinabove stated
shall be construed to give this corporation any rights, powers, or
privileges, not permitted by the laws of the State of New York to
corporations organized under the Stock Corporation Law of the State of New
York.
       
       The foregoing clauses shall be construed as objects, purposes and
powers, and it is hereby expressly provided that the foregoing enumeration
of specific powers shall not be deemed to limit or restrict in any manner
the general powers of the Corporation, and the enjoyment and exercise
thereof, as conferred by the laws of the State of New York upon
corporations organized under the provisions of the Stock Corporation Law.

       THIRD:    (A)  The aggregate number of shares which this corporation
shall have authority to issue is 25,500,000 shares, which are to be
divided into classes as follows:

       (1)  500,000 shares of preferred stock of a par value of $1.00 per
share; and

       (2)  25,000,000 shares of Common Stock of a par value of $2.50 per
share.

                 (B)  This corporation shall have authority to issue its
preferred stock in series.  The initial series shall consist of 255,000
shares of Cumulative Convertible Preferred Stock Series A, with the
relative rights, preferences and limitations set forth in (C) below. 
Except for such initial series, the Board of Directors is vested with
authority to establish and designate series, to fix the number of shares
therein, and the variations in the relative rights, preferences and
limitations as between series.

                 (C)  The relative rights, preferences and limitations of
the Cumulative Convertible Preferred Stock Series A are as follows:

       (1)  Status.  The shares of the Cumulative Convertible Preferred
Stock Series A shall rank pari passu with respect to the payment of
dividends with all other shares of preferred stock of the corporation then
outstanding unless any other then outstanding preferred stock of the
corporation shall specifically provide that it ranks prior or junior to
the shares of the Cumulative Convertible Preferred Stock Series A with
respect to the payment of dividends.  The shares of Cumulative Convertible
Preferred Stock Series A shall also rank pari passu with respect to
payments upon dissolution, liquidation or winding up of the corporation
with all other shares of preferred stock of the corporation then
outstanding unless any other then outstanding preferred stock shall
specifically provide that it ranks prior or junior to the shares of
Cumulative Convertible Preferred Stock Series A with respect to payments
upon dissolution, liquidation or winding up of the corporation.  Any
preferred stock of the corporation which provides, that it ranks junior to
the shares of Cumulative Convertible Preferred Stock Series A either with
respect to the payment of dividends or with respect to payments upon
dissolution, liquidation or winding up of the corporation is hereinafter
called "Junior Preference Stock" and any preferred stock of the
corporation which provides that it ranks prior to the shares of Cumulative
Convertible Preferred Stock Series A either with respect to payment of
dividends or with respect to payments upon dissolution, liquidation, or
winding up of the corporation is hereinafter called "Prior Preference
Stock."

       (2)  Dividends.  The holders of record of Cumulative Convertible
Preferred Stock Series A shall be entitled to receive, when and as
declared by the Board of Directors out of surplus legally available for
the payment of dividends, cash dividends at the rate of $.67 per annum per
share, payable quarter-annually on the 15th days of March, June, September
and December of each year.  Such dividends shall accrue from the date of
issue of such stock and shall be cumulative.  Should the surplus of the
corporation be legally available for payment of dividends prior to any
dividend day be insufficient to pay the dividend on such stock, such
dividend shall be payable from future surplus, but without interest, and
no dividend shall at any time be paid on the Common Stock until the full
amount of the cash dividends payable on the Cumulative Convertible
Preferred Stock Series A up to such time and for the then current calendar
year upon all of the shares of such stock then issued shall have been paid
or set apart.  In addition to the foregoing, if the cash dividend payable
on the Common Stock shall at any time exceed the sum of $.40 per share per
calendar year, the holders of the Cumulative Convertible Preferred Stock
Series As shall be entitled to receive an extra cash dividend in the
amount per share by which the cash dividend paid on the Common Stock for
that calendar year exceeds said sum of $.40 per share; such extra dividend
to be paid on the same date as the dividend in excess of $.40 per share for
that calendar year is paid on the Common Stock.  This extra cash dividend
shall not be cumulative and shall be payable only with respect to the
calendar year or years in which dividends paid or payable on the Common
Stock exceed $.40 per share, but shall be subject to adjustment as follows: 
In case the corporation shall (i)  pay a dividend in shares of its Common
stock, (ii)  subdivide its outstanding shares of Common Stock into a
greater number of shares, (iii)  combine its outstanding shares of Common
Stock into a lesser number of shares, or (iv)  issue by reclassification
of its shares of Common Stock any shares of its capital stock, the amount
of $.40 per share provided to be paid or payable as a cash dividend on the
Common Stock before the holders of Cumulative Convertible Preferred Stock
Series A are entitled to such extra cash dividend shall be adjusted to the
extent required to preserve the rights of the holders of Cumulative
Convertible Preferred Stock Series A to share as a class with the holders
of Common Stock as a class in such extra cash dividend in the same
proportion as their entitlement on the date immediately prior to the event
specified in clauses (i) to (iv) above which gives rise to such
adjustment.  All calculations made under this paragraph shall be made to
the nearest cent.

       (3)  Voting Rights.  At all stockholders meetings, each share of
Cumulative Convertible Preferred Stock Series A shall be entitled to one-
half of one vote.  In case the corporation shall (i) pay a dividend in
shares of its Common Stock, (ii) subdivide its outstanding shares of
Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a lesser number of shares, or (iv)
issue by reclassification of its shares of Common Stock any shares of its
capital stock the voting rights of Cumulative Convertible Preferred Stock
Series A shall be adjusted to the extent required to preserve the right of
the Cumulative Convertible Preferred Stock Series A to exercise voting
rights as a class in the same proportion in relation to the Common Stock
as a class as existed on the date immediately prior to the event specified
in clauses (i) to (iv) above which gives rise to such adjustment.

       (4)  Conversion.  The Cumulative Convertible Preferred Stock Series A
may, at the option of the holder thereof at any time (of if the shares to
be converted shall have been called for redemption, then in respect of
such shares to and including but not after the Redemption Date), be
converted into Common Stock of the corporation upon the following terms
and conditions:

            (a)  The initial rate of conversion shall be one share of Common
Stock for each share of Cumulative Convertible Preferred Stock Series A
and shall be subject to adjustment as provided in subparagraph (5) of this
paragraph (C).

            (b)  The holder of any of said shares of Cumulative Convertible
Preferred Stock Series A desiring to avail himself of the option for
conversion of his shares as herein provided shall surrender up and
deliver, duly endorsed in blank, a certificate or certificates
representing the shares to be converted to the secretary of the
corporation at its principal office, and at the same time notify said
secretary in writing over his signature that he desires to convert his
Cumulative Convertible Preferred Stock Series A into Common Stock pursuant
to these provisions.

            (c)  Upon receipt by the secretary of a certificate or
certificates representing, shares of Cumulative Convertible Preferred
Stock Series A with the notice that the holder thereof desires to convert
the same, all as aforesaid, the corporation shall forthwith cause to be
issued to the holder surrendering the same the number of shares of Common
Stock into which such Cumulative Convertible Preferred Stock Series A is
convertible in accordance with the rate of conversion set forth above or
as adjusted pursuant to subparagraph (5) of this paragraph (C) and shall
cause to be issued and delivered to such holder a certificate or
certificates in due form for such Common Stock.

            (d)  The corporation shall at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of
issue upon conversion of shares of Cumulative Convertible Preferred Stock
Series A as herein provided, such number of shares of Common Stock as
shall then be issuable upon the conversion of all outstanding shares of
Cumulative Convertible Preferred Stock Series A.

            (e)  It is expressly provided that these provisions for
conversion of the Cumulative Convertible Preferred Stock Series A shall be
subject to all the limitations and restrictions contained in Section 519
of the Business Corporation Law.

       (5)  Anti-dilution.  The initial conversion rate specified in
subparagraph (4)(a) of this paragraph (C), or such conversion rate as
adjusted, shall be subject to adjustment as  hereinafter provided:

            (a)  In case the corporation shall (i) pay a dividend in shares
of its Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of
Common Stock into a lesser number of shares, or (iv) issue by
reclassification of its shares of Common Stock any shares of its capital
stock, the conversion rate in effect immediately prior thereto shall be
adjusted so that the holder of a share of Cumulative Convertible Preferred
Stock Series A surrendered for conversion after the record date fixing
stockholders to be affected by such event shall be entitled to receive
upon conversion the number of such shares of the corporation which he
would have been entitled to receive after the happening of such event had
such share of Cumulative Convertible Preferred Stock Series A been
converted immediately prior to such record date.  Such adjustment shall be
made whenever any of such events shall happen, but shall also be effective
retroactively as to shares of Cumulative Convertible Preferred Stock
Series A converted between such record date and the date of the happening
of any of such events.

            (b)  In case the corporation shall issue rights or warrants to
all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common stock at a price per share less than the current
market price per share of Common Stock (as defined in subparagraph (d)
below) at the record date mentioned below, the number of shares of Common
Stock into which each share of Cumulative Convertible Preferred Stock
Series A shall thereafter be convertible shall be determined by
multiplying the number of shares of Common Stock into which such share of
Cumulative Convertible Preferred Stock Series A was theretofore
convertible by a fraction, of which the numerator shall be the number of
shares of Common Stock outstanding on the date of issuance of such rights
or warrants plus the number of additional shares of Common Stock offered
for subscription or purchase, and of which the denominator shall be the
number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of shares which the aggregate
offering price of the total number of shares so offered would purchase at
such current market price.  Such adjustment shall be made whenever such
rights or warrants are issued, but shall also be effective retroactively
as to shares of Cumulative Convertible Preferred Stock Series A converted
between the record date for the determination of stockholders entitled to
receive such rights or warrants and the date such rights or warrants are
issued.

            (c)  In case the corporation shall distribute to all holders of
its Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions made out of current or retained earnings) or
rights to subscribe other than as set forth in subparagraph (b) above,
then in each such case the number of shares of Common Stock into which
each share of Cumulative Convertible Preferred Stock Series A shall
thereafter be convertible shall be determined by multiplying the number of
shares of Common Stock into which such shares was theretofore convertible
by a fraction, of which the numerator shall be the current market price
per share of Common Stock (as defined in subsection (d) below) on the date
of such distribution, and of which the denominator shall be such current
market price per share of the Common Stock, less the then fair market
value (as determined by the Board of Directors of the corporation, whose
determination shall be conclusive) of the portion of the assets, evidences
of indebtedness or subscription rights so distributed applicable to one
share of the Common Stock.  Such adjustment shall be made whenever any
such distribution is made, but shall also be effective retroactively as to
shares of Cumulative Convertible Preferred Stock Series A, converted
between the record date for the determination of stockholders entitled to
receive such distribution and the date such distribution is made.

            (d)  For the purpose of any computation under subparagraph (b)
and (c) above, the current market price per share of Common Stock at any
date shall be deemed to be the average of the daily closing prices for the
15 consecutive business days commencing 20 business days before the day in
question.  The closing price for each day shall be the average of the
closing bid and asked prices in the over-the-counter market, as furnished
by any New York Stock Exchange member firm selected from time to time by
the corporation for the purpose, or if the Common Stock is listed on a
national securities exchange then the last reported sales price regular
way or, in case no such reported sale takes place on such day, the average
of the reported closing bid and asked prices regular way on the principal
national securities exchange upon which  the Common Stock is listed.

            (e)  No adjustment in the conversion rate shall be required
unless such adjustment would require an increase or decrease of at least
1% in such rate; 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 subparagraph (5) shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be.

            (f)  Whenever the conversion rate is adjusted, as herein
provided, the corporation shall promptly file with the transfer Agent of
the corporation's Common Stock an independent accountant's certificate
setting forth the conversion rate after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.  The corporation
shall also mail a notice of such adjustment of the conversion rate to each
holder of the Cumulative Convertible Preferred Stock Series A at his last
address appearing on the books of the corporation.

            (g)  For the purposes of this subparagraph (5) the term "Common
Stock" shall include any other class stock resulting from successive
changes or reclassification of the Common Stock consisting solely of
changes in par value, or from par value to no par value, or from no par
value to par value.

            (h)  In the event that at any time as a result of an adjustment
made pursuant to subparagraph (a) above, the holder of any share of
Cumulative Convertible Preferred Stock Series A 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 such share 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 subparagraphs (a) to (e) inclusive above.

            (i)  No fractional shares or scrip representing fractional
shares shall be issued upon the conversion of any shares of Cumulative
Convertible Preferred Stock Series A.  If more than one share of
Cumulative Convertible Preferred Stock Series A shall be surrendered for
conversion at one time by the same holder, the number of full shares
issuable upon conversion thereof shall be computed on the basis of the
aggregate number of such shares so surrendered.  If the conversion of any
share of Cumulative Convertible Preferred Stock Series A results in a
fraction, an amount equal to such fraction multiplied by the closing price
(determined as provided in the last sentence of subparagraph (d) above) of
the Common Stock on the day of conversion shall be paid to such holder in
cash by the corporation.  Dividends on shares of Cumulative Convertible
Preferred Stock Series A shall cease to accrue on the conversion date and
no payment or adjustment for accumulated dividends shall be made, such
accumulated dividends being eliminated upon conversion.

            (j)  In case of any consolidation of the corporation with or
merger of the corporation into another corporation, or in case of any
sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the
property or assets of the corporation to another corporation, or in case
of any reorganization of the corporation, the holder of each share of
Cumulative Convertible Preferred Stock Series A then outstanding shall
have the right thereafter to convert such share into the kind and amount
of shares of stock and other securities and property receivable upon such
consolidation, mergers, sale, conveyance, exchange, transfer or
reorganization, by a holder of the number of shares of Common Stock into
which such share of Cumulative Convertible Preferred Stock Series A might
have been converted immediately prior to such consolidation, merger, sale,
conveyance, exchange, transfer or reorganization.  The provisions of this
subparagraph (j) shall similarly apply to successive consolidations,
merger, sales, conveyances, exchanges, transfers and reorganizations.

       (6)  Liquidation.  In the event of dissolution, liquidation or
winding up of the corporation, whether voluntary or involuntary, the
holders of the Cumulative Convertible Preferred Stock Series A shall be
entitled, after the debts of the corporation shall have been paid and
after all amounts payable to holders of Prior Preference Stock, if any,
have been paid in full, to receive out of the assets remaining Twenty-Five
($25) Dollars per share, together with all cumulative dividends thereon
accrued or in arrears, whether or not earned or declared before any
payment is made or assets set apart for payment to the holders of any
Junior Preference Stock or the Common Stock and shall be entitled to no
further payments or distribution.  If, upon dissolution, liquidation or
winding up of the corporation, the assets remaining after the payment of
all debts of the corporation and after all amounts due to holders debts of
the corporation and after all amounts due to holders of shares of Prior
Preference Stock have been paid in full, shall be insufficient to pay the
full amount due to holders of the Cumulative Convertible Preferred Stock
Series A and to holders of other preferred stock of the corporation which
ranks pari passu with the Cumulative Convertible Preferred Stock Series A
with respect to payments upon dissolution, liquidation or winding up of
the corporation, the assets so remaining shall be divided ratably among
the holders of the Cumulative Convertible Preferred Stock Series A and the
holders of such other pari passu preferred stock of the corporation then
outstanding.  Merger or consolidation with one or more corporations shall
not constitute dissolution, liquidation or winding up of the corporation.

       (7)  Redemption.  At any time after five years from September 20,
1967, the corporation at its option may redeem the whole or any part, pro
rata or by lot, or in any other non-discriminatory manner, of the
Cumulative Convertible Preferred Stock Series A outstanding by paying
therefor in cash $35 per share, together with any accumulated dividends
due thereon, by mailing notices of such redemption to the holders of the
stock to be redeemed at their respective addresses as the same may appear
on the record of stockholders of the corporation specifying the time and
place of redemption, such notice to be mailed at least 10 days and not
more than 50 days prior to the date specified therein for redemption
(herein called the "Redemption Date").  From and after the Redemption
Date, unless the corporation shall fail to provide moneys at the time and
place specified in such notice for the payment of the redemption price,
all rights of the holders thereof as stockholders of the corporation,
except the right to receive the redemption price, shall cease and
terminate, and such right to receive the redemption price shall cease and
terminate 5 years after the redemption date and all amounts then remaining
payable with respect to such redemption shall revert to and become the
sole and exclusive property of the corporation.  Any redemption hereunder
shall be had in the manner determined by the Board of Directors and in
accordance with all applicable provisions of law.

       (8)  Covenants.  So long as any of the Cumulative Convertible
Preferred Stock Series A is outstanding the corporation will not:

            (a)  without the affirmation vote or consent of the holders of a
majority of the shares of the Cumulative Convertible Preferred Stock
Series A at the time outstanding, given in person or by proxy, either in
writing or by resolution adopted at a meeting called for the purpose (the
holders of the Cumulative Convertible Preferred Stock Series A voting or
consenting separately as a class) increase the authorized amount of the
Cumulative Convertible Preferred Stock Series A or the authorized amount
of the corporation's preferred stock ($1.00 par value), or create any
other class or classes of stock (other than the corporation's preferred
stock ($1.00 par value)) ranking on a parity with the Cumulative
Convertible Preferred Stock Series A either as to dividends or upon
liquidation).

            (b)  without the affirmative vote or consent of the holders of
at least a majority of the shares of the Cumulative Convertible Preferred
Stock Series A at the time outstanding, given in person or by proxy,
either in writing or by resolution adopted at a meeting called for the
purpose (the holders of such Cumulative Convertible Preferred Stock Series
A voting or consenting separately as a class) create any class or classes
of Prior Preference Stock, or increase the authorized number of shares of
any class or classes of Prior Preference Stock;

            (c)  without the affirmative vote or consent of the holders of
at least a majority of the shares of the Cumulative Convertible Preferred
Stock Series A at the time outstanding, given in person or by proxy,
either in writing or by resolution adopted at a meeting called for the
purpose (the holders of Cumulative Convertible Preferred Stock Series A
voting or consenting separately as a class) amend, alter or repeal any of
the provisions of the corporation's Certificate of Incorporation so as
adversely to affect the preferences and rights on the Cumulative
Convertible Preferred Stock Series A.

       (9)  Miscellaneous.  If at any time the corporation shall fail to pay
full cumulative dividends when due on the Cumulative Convertible Preferred
Stock Series A thereafter and until such dividends shall have been paid or
declared and set apart for payment, the corporation shall not purchase or
redeem any shares of Cumulative Convertible Preferred Stock Series A or
any shares of any Junior Preference Stock or Common Stock.

       Shares of Cumulative Convertible Preferred Stock Series A which have
been redeemed or acquired by the corporation or which have been converted
into shares of Common Stock shall forthwith be cancelled.

                 (D)  The holders of record of Common Stock shall be
entitled to receive, when and as declared by the Board of Directors out of
surplus legally available for the payment of dividends, dividends on such
stock after all dividend requirements on preferred stock, when and as
issued, have been complied with.  On liquidation, after payment of all
amounts required to be paid to holders of record of preferred stock, the
remaining assets and funds shall be divided and paid to the holders of the
Common Stock.  At all stockholders' meetings, each share of Common Stock
shall be entitled to one vote.

                 (E)  No holder of any of the stock of the corporation
shall, as such holder, have any right to purchase or subscribe for any
stock of any class which the corporation may issue or sell; nor shall any
holder of any of the stock of the corporation, as such holder, have any
right to purchase or subscribe for any obligation which the corporation
may issue or sell which shall be convertible into or exchangeable for any
shares of stock of the corporation of any class or classes, or to which
shall be attached or shall appertain any warrant or warrants or any
instrument or instruments that shall confer upon the holder or owner
thereof the right to subscribe for, or purchase from the corporation any
shares of its stock of any class or classes.

                 (F)  Series B Preferred Stock.  The designation and amount,
relative rights, preferences and limitations of the shares of Series B.
Preferred Stock, of a par value of $1.00 each, as fixed by the Board of
Directors, are as follows:

       (1)  Designation and Amount.  The shares of such series shall be
designated as Series B "Preferred Stock" and the number of shares
constituting such series shall be 40,000.  Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of shares of Series B Preferred
Stock to a number less than that of the shares then outstanding plus the
number of shares issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the
Company.

       (2)  Dividends and Distributions.  (a) Subject to the prior and
superior rights of the holders of any shares of any other series of
preferred stock or any other preferred stock of the Corporation ranking
prior and superior to the Series B Preferred Stock with respect to
dividends, each holder of one one-thousandth (1/1000) of a share (a
"Unit") of Series B Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available
for that purpose, (i) quarterly dividends payable in cash on the 1st day
of March, June, September and December in each year (each such date being
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of such Unit of Series B
Preferred Stock, in an amount per Unit (rounded to the nearest cent) 
equal to the greater of (A) $0.02 or (B) subject to the provision for
adjustment hereinafter set forth, the aggregate per share amount of all
cash dividends declared on shares of the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of a
Unit of Series B. Preferred Stock, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in
kind) on each Quarterly Dividend Payment Date in an amount per Unit equal
to the aggregate per share amount of all non-cash dividends or other
distributions (other than a dividend payable in shares of Common Stock or
a subdivision of the outstanding shares of Common Stock, by
reclassification or otherwise) declared on shares of Common Stock since
the immediately preceding Quarterly Dividend Payment Date, or with respect
to the first Quarterly Dividend Payment Date, since the first issuance of
a Unit of Series B Preferred Stock.  In the event that the Corporation
shall at any time after December 20, 1998 (the "Rights Declaration Date")
(i) declare any dividend on outstanding shares of Common Stock payable in
shares of Common Stock, (ii) subdivide outstanding shares of Common Stock
or (iii) combine outstanding shares of Common Stock into a smaller number
of shares, then in each such case the amount to which the holder of a Unit
of Series B Preferred Stock was entitled immediately prior to such event
pursuant to the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which shall be the number of shares
of Common Stock that are outstanding immediately after such event and the
denominator of which shall be the number of shares of Common Stock that
were outstanding immediately prior to such event.

            (b)  The Corporation shall declare a dividend or distribution on
Units of Series B. Preferred Stock as provided in paragraph (a) above
immediately after it declares a dividend or distribution on the shares of
Common Stock (other than a dividend payable in shares of Common Stock);
provided, however, that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $0.08 per Unit on the Series B Preferred Stock
shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

            (c)  Dividends shall begin to accrue and shall be cumulative on
each outstanding Unit of Series B. Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of such Unit of
Series B Preferred Stock, unless the date of issuance of such Unit is
prior to the record date from the first Quarterly Dividend Payment Date,
in which case, dividends on such Unit shall begin to accrue from the date
of issuance of such Unit, or unless the date of issuance is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of Units of Series B Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue and
be cumulative from such Quarterly Dividend Payment Date.  Accrued but
unpaid dividends shall not bear interest.  Dividends paid on Units of
Series B Preferred Stock in an amount less than the aggregate amount of
all such dividends at the time accrued and payable on such Units shall be
allocated pro rata on a unit-by-unit basis among all Units of Series B
Preferred Stock at the time outstanding.  The Board of Directors may fix a
record date for the determination of holders of Units of Series B
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to
the date fixed for payment thereof.

       (3)  Voting Rights.  The holders of Units of Series B Preferred Stock
shall have the following voting rights:

            (a)  Subject to the provision for adjustment hereinafter set
forth, each Unit of Series B Preferred Stock shall entitle the holder
thereof to one vote on all matters submitted to a vote of the shareholders
of the Corporation.  In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on outstanding shares
of Common Stock payable in shares of Common Stock. (ii) subdivide
outstanding shares of Common Stock or (iii) combine the outstanding shares
of Common Stock into a smaller number of shares, then in each such case
the number of votes per Unit to which holders of Units of Series B
Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which
shall be the number of shares of Common Stock outstanding immediately
after such event and the denominator of which shall be the number of
shares of Common Stock that were outstanding immediately prior to such
event.

            (b)  Except as otherwise provided herein or by law, the holders
of Units of Series B Preferred Stock and the holders of Common Stock shall
vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.

            (c)   (i) If at any time dividends on any Units of Series B
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a "default period") from the
occurrence of such event until such time as all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all Units of Series B Preferred Stock then
outstanding shall have been declared and paid or set apart for payment,
all holders of Units of Series B Preferred Stock, voting separately as a
class, shall have the right to elect two Directors.

                 (ii) During any default period, such voting rights of the
holders of Units of Series B Preferred Stock may be exercised initially at
a special meeting called pursuant to subparagraph (iii) of this Section
3(c) or at any annual meeting of shareholders and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor any
right of the holders of Units of Series B Preferred Stock to increase, in
certain cases, the authorized number of Directors may be exercised at any
meeting unless one-third of the outstanding Units of Preferred Stock shall
be present at such meeting in person or by proxy.  The absence of a quorum
of the holders of Common Stock shall not affect the exercise by the
holders of Units of Series B Preferred Stock of such rights.  At any
meeting at which the holders of Units of Series B Preferred Stock shall
exercise such voting right initially during an existing default period,
they shall have the right, voting separately as a class, to elect
Directors to fill up to two vacancies in the Board of Directors, if any
such vacancies may then exist, or, if such right is exercised at an annual
meeting, to elect two Directors.  If the number which may be so elected at
any special meeting does not amount to the required number, the holders of
the series B Preferred Stock shall have the right to make such increase in
the number of Directors as shall be necessary to permit the election by
them of the required number.  After the holders of Units of Series B
Preferred Stock shall have exercised their right to elect Directors during
any default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of Series B
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to the Series B Preferred Stock.

                 (iii)     Unless the holders of Series B Preferred Stock
shall, during an existing default period, have previously exercised their
right to elect Directors, the Board of Directors may order, or any
shareholder or shareholders owning in the aggregate not less than 25% of
the total number of Units of Series B Preferred Stock outstanding may
request, the calling of a special meeting of the holders of Units of
Series B Preferred Stock, which meeting shall thereupon be called by the
Secretary of the Corporation.  Notice of such meeting and of any annual
meeting at which holders of Units of Series B Preferred Stock are entitled
to vote pursuant to this paragraph (c)(iii) shall be given to each holder
of record of Units of Series B Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the books of the
Corporation.  Such meeting shall be called for a time not earlier than 10
days and not later than 50 days after such order or request or in default
of the calling of such meeting within 50 days after such order or request,
such meeting may be called on similar notice by any shareholder or
shareholders owning in the aggregate not less than 25% of the total number
of outstanding Units of Series B Preferred Stock.  Notwithstanding the
provisions of this paragraph (c)(iii), no such special meeting shall be
called during the 60 days immediately preceding the date fixed for the
next annual meeting of the shareholders.

                 (iv) During any default period, the holders of shares of
Common Stock and units of Series B Preferred Stock, and other classes or
series of stock of the Corporation, if applicable, shall continue to be
entitled to elect all the Directors until the holders of Units of Series B
Preferred Stock shall have exercised their right to elect two Directors
voting as a separate class, after the exercise of which right (x) the
Directors so elected by the holders of Units of Series B Preferred Stock
shall continue in office until their successors shall have been elected by
such holders or until the expiration of the default period, and (y) any
vacancy in the Board of Directors may (except as provided in paragraph
(c)(ii) of this Section 3) be filled by vote of a majority of the
remaining Directors theretofore elected by the holders of the class of
capital stock which elected the Director whose office shall have become
vacant.  References in this paragraph (c) to Directors elected by the
holders of a particular class of capital stock shall include Directors
elected by such Directors to fill vacancies as provided in clause (y) of
the foregoing sentence.

                 (v)  Immediately upon the expiration of a default period,
(x) the right of the holders of Units of Series B Preferred Stock as a
separate class to elect Directors shall cease, (y) the term of any
Directors elected by the holders of Units of Series B Preferred Stock as a
separate class shall terminate, and (z) the number of Directors shall be
such number as may be provided for in the Certificate or by-laws
irrespective of any increase made pursuant to the provisions of paragraph
(c)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Certificate of by-
laws).  Any vacancies in the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding sentence may be filled by a
majority of the remaining Directors.

<PAGE>
                 (vi) The provisions of this paragraph (c) shall govern the
election of Directors by holders of Units of Preferred stock during any
default period notwithstanding any provisions of the Certificate or by-
laws to the contrary.

            (d)  Except as set forth herein, holders of Units of Series B
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of shares of Common Stock as set forth herein) for taking any
corporate action.

       (4)  Certain Restrictions.  (a)    Whenever quarterly dividends or
other dividends or distributions payable on Units of Series B Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared,
on outstanding Units of Series B Preferred Stock shall have been paid in
full, the Corporation shall not

                 (i)   declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any junior shares;

                 (ii)  declare or pay dividends on or make any other
distributions on any parity shares, except dividends paid ratably on Units
of Series B Preferred Stock and shares of all such parity shares on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of such Units and all such shares are then entitled.

                 (iii) redeem or purchase or otherwise acquire for
consideration shares of any parity shares, provided, however, that the
Corporation may at any time redeem, purchase or otherwise acquire shares
of any such parity shares in exchange for any junior shares;

                 (iv)  purchase or otherwise acquire for consideration any
Units of Series B Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units.

            (b)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of the Corporation unless the Corporation could, under paragraph (a) of
this Section 4, purchase or otherwise acquire such shares at such time and
in such manner.

       (5)  Reacquired Shares.  Any Units of Series B Preferred Stock
purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such Units shall, upon their cancellation, become authorized
but unissued preferred stock and may be reissued as part of a new series
of preferred stock to be created by resolution or resolutions of the Board
of Directors, subject to the conditions and restrictions on issuance set
forth herein.

<PAGE>
       (6)  Liquidation, Dissolution or Winding Up.  (a)  Upon any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation,
no distribution shall be made (i) to the holders of shares of junior
shares unless the holders of Units of Series B Preferred Stock shall have
received, subject to adjustment is hereinafter provided in paragraph (b),
the greater of either (x) 50.01 per Unit plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not earned or
declared, to the date of such payment, or (y) the amount equal to the
aggregate per share amount to be distributed to holders of shares of
Stock, or (ii) to the holders of shares of parity shares, unless
simultaneously therewith distributions are made ratably on Units of Series
B Preferred Stock and all other shares of such parity shares in proportion
to the total amounts to which the holders of Units of Series B Preferred
Stock are entitled under clause (i)(x) of this sentence and to which the
holders of such parity shares are entitled, in each case upon such
liquidation, dissolution or winding up.

            (b)  In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide outstanding
shares of Common Stock, or (iii) combine outstanding shares of Common
Stock into a smaller number of shares, then in each such case the
aggregate amount to which holders of Units of Series B Preferred Stock
were entitled immediately prior to such event pursuant to clause (i)(y) of
paragraph (a) of this Section 6 shall be adjusted by multiplying such
amount by a fraction the numerator of which shall be the number of shares
of Common Stock that are outstanding immediately after such event and the
denominator of which shall be the number of shares of Common Stock that
were outstanding immediately prior to such event.

       (7)  Consolidation, Merger, etc  In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or converted into other
shares or securities, cash and/or any other property, then in any such
case Units of Series B Preferred Stock shall at the same time be similarly
exchanged for or converted into an amount per Unit (subject to the
provision for adjustment hereinafter set forth) equal to the aggregate
amount of shares, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of Common
Stock is converted or exchanged.  In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock, or (iii) combine outstanding
Common Stock into a smaller number of shares, then in each such case the
amount set forth in the immediately preceding sentence with respect to the
exchange or conversion of shares of Series B Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which
shall be the number of shares of Common Stock that are outstanding
immediately after such event and the denominator of which shall be the
number of shares of Common Stock that were outstanding immediately prior
to such event.

       (8)  Redemption.  The Units of Series B Preferred Stock shall not be
redeemable.

<PAGE>
       (9)  Ranking.  The Units of Series B Preferred Stock shall rank
junior to all other series of preferred stock and to any other class of
preferred stock that hereafter may be issued by the Corporation as to the
payment of dividends and the distribution of assets, unless the terms of
any such series or class shall provide otherwise.

       (10) Amendment.  The Certificate, including, without limitation, this
resolution, shall not hereafter be amended, either directly or indirectly,
or through merger or consolidation with another corporation, in any manner
that would alter or change the powers, preferences or special rights of
the Series B Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding
Units of Series B Preferred Stock, voting separately as a class.

       (11) Fractional Shares.  The Series B Preferred Stock may be issued
in Units or other fractions of a share, which Units or fractions shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series B
Preferred Stock.

       (12) Certain Definitions.  As used herein with respect to the Series
B Preferred stock, the following terms shall have the following meanings:

            (a)  the term "Common Stock" shall mean the class of shares
designated as the Common Stock, par value $2.50 per share, of the
Corporation at the date hereof or any other class of shares resulting from
successive changes or reclassification of the common stock.

            (b)  The term "junior shares" (i) as used in Section 4, shall
mean the Common Stock and any other class or series of capital stock of
the Corporation hereafter authorized or issued over which the Series B
Preferred Stock has preference or priority as to the payment of dividends
and (ii) as used in Section 6, shall mean the Common Stock and any other
class or series of capital stock of the Corporation over which the Series
B Preferred Stock has preference or priority in the distribution of assets
on any liquidation, dissolution or winding up of the Corporation.

            (c)  The term "parity shares" (i) as used in Section 4, shall
mean any class or series of capital stock of the Corporation hereafter
authorized or issued ranking pari passu with the Series B Preferred Stock
as to dividends and (ii) as used in Section 6, shall mean any class or
series of capital stock ranking pari passu with the Series B Preferred
Stock in the distribution of assets or any liquidation, dissolution or
winding up.

       (G)  Series C Convertible Preferred Stock.  The number, designation,
relative rights, preferences and limitations of the shares of Series C
Convertible Preferred Stock of a par value of $1.00 each, as fixed by the
Board of Directors, are as follows:

       Section 1.     Designation and Amount.  (a)  The shares of such
series shall be designated as "Series C Convertible Preferred Stock" and
the number of shares constituting such series shall be 23,187.5.  Such
number of shares may be decreased (but not increased) by resolution of the
Board of Directors; provided, that no decrease shall reduce the number of
shares of Series C Convertible Preferred Stock to a number less than that
of the shares then outstanding.

            (b)  The Series C Convertible Preferred Stock shall, with
respect to dividend rights and rights on liquidation, dissolution or
winding up rank prior to the Company's Cumulative Convertible Preferred
Stock Series A, the Company's Series B Preferred Stock and the Company's
Common Stock, par value $2.50 per share (the "Common Stock").

       Section 2.     Dividends and Distributions.  (a)  Each holder of a
share of Series C Convertible Preferred Stock in preference to the holders
of Common Stock, and any other capital stock of the Company ranking junior
to the Series C Convertible Preferred Stock as to payment of dividends
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for that purpose, cumulative cash
dividends at an annual rate of $95.00 per share (compounded quarterly if
in arrears), and no more, accruing and payable in equal quarterly payments
on the last calendar day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on June 30, 1990; provided, however, that with
respect to such first Quarterly Dividend Payment Date, the holders of
shares of Series C Convertible Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for that purpose, a cumulative cash dividend in respect
of each share of Series C Convertible Preferred Stock in the amount of (1)
$23.75 multiplied by (2) a fraction equal to the number of days from (and
including) the Issue Date (as defined in Section 11) to (but excluding)
such Quarterly Dividend Payment Date divided by 90, and no more.

            (b)  Dividends payable pursuant to paragraph (a) of this Section
2 shall begin to accrue and be cumulative from the Issue Date, whether or
not earned or declared.  The amount of dividends so payable shall be
determined on the basis of twelve 30-day months and a 360-days year. 
Dividends paid on the shares of Series C Convertible Preferred Stock in an
amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding.  The Board of
Directors may fix a record date for the determination of holders of shares
of Series C Convertible Preferred Stock entitled to receive payment of a
dividend declared thereon, which record date shall be no more than fifty
days nor less than ten days prior to the date fixed for the payment
thereof.

            (c)  The holders of shares of Series C Convertible Preferred
Stock shall not be entitled to receive any dividends or other
distributions except as provided herein.

       Section 3.     Voting Rights.  In addition to any voting rights
provided by law, the holders of shares of Series C Convertible Preferred
Stock shall have the following voting rights:

            (a)  So long as the Series C Convertible Preferred Stock is
outstanding, each share of Series C Convertible Preferred Stock shall
entitle the holder thereof to vote on all matters voted on by holders of
Common Stock voting together as a single class with other shares entitled
to vote at all meetings of the shareholders of the Company.  With respect
to any such vote, each share of Series C Convertible Preferred Stock shall
entitle the holder thereof to cast the number of votes equal to the number
of votes which could be cast in such vote by a holder of the Common Stock
into which such share of Series C Convertible Preferred Stock is
convertible on the record date for such vote.
            (b)  So long as any shares of Series C Convertible Preferred
Stock shall be outstanding and unless the consent or approval of a greater
number of shares shall then be required by law, without first obtaining
the consent or approval of the holders of at least a majority of the
number of then-outstanding shares of Series C Convertible Preferred Stock,
voting as a single class, given in person or by proxy at a meeting at
which the holders of such shares shall be entitled to vote separately as a
class, or by written consent, the Company shall note:  (i) authorize or
create any class or series, or any shares of any class or series, or fix
the designation, relative rights, preferences and limitations of any class
or series, or any shares of any class or series, of stock having any
preference or priority as to dividends or upon redemption, voluntary or
involuntary liquidation, dissolution, or winding up over the Series C
Convertible Preferred Stock, or redeemable prior to the time that the
Series C Convertible Preferred Stock may be redeemable (hereinafter
referred to as "Senior Stock"); (ii) authorize or create any class or
series, or any shares of any class or series, or fix the designation,
relative rights, preferences and limitations of any class or series, or
any shares of any class or series, of Junior Stock (other than Common
Stock or Junior Stock issuable upon exercise of the Rights under the
Rights Agreement (or rights under a new or amended rights plan; provided,
however, such new or amended rights plan may not provide for the issuance
of Junior Stock with a liquidation preference in excess of the liquidation
preference for the Junior Stock issuable under the existing Rights
Agreement)), stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series C Convertible
Preferred Stock or redeemable at or prior to the time that the Series C
Convertible Preferred Stock may be redeemable (hereinafter referred to as
"Parity Stock"); (iii) reclassify any shares of stock of the Company into
shares of Senior Stock, Parity Stock or Junior Stock (other than Common
Stock); (iv) authorize any security (other than the Rights under the
Rights Agreement (or rights under a new or amended rights plan))
exchangeable for, convertible into, or evidencing the right to purchase
any shares of Senior Stock, Parity Stock or Junior Stock (other than
Common Stock or Junior Stock issuable upon exercise of the Rights pursuant
to the Rights Agreement (or rights under a new or amended rights plan;
provided, however, such new or amended rights plan may not provide for the
issuance of Junior Stock with a liquidation preference in excess of the
liquidation preference set for the Junior Stock issuable under the
existing Rights Agreement)); (v) amend, alter or repeal this Certificate
of Amendment to alter or change the preferences, rights or powers of the
Series C Convertible Preferred Stock so as to affect the Series C
Convertible Preferred Stock adversely; or (vi) increase the authorized
number of shares of, or issue (including on conversion or exchange of any
convertible or exchangeable securities or by reclassification) series C
Convertible Preferred Stock.

            (c)  If on any date dividends payable on the Series C
Convertible Preferred Stock shall have been in arrears and not paid in
full for five quarterly periods, whether or not consecutive, or the
Company shall have failed to satisfy its obligation to redeem shares of
Series C Convertible Preferred Stock pursuant to Section 5(b) or Section
5(d), whether or not by reason of the absence of legally available funds
therefor, then, subject to Section 2 of the By-Laws of the Company, the
number of directors constituting the Board of Directors shall, without
further action, be increased by two and the holders of shares of Series C
<PAGE>
Convertible Preferred Stock shall have, in addition to the other voting
rights set forth herein, the exclusive right, voting separately as a
single class, to elect the directors of the Company to fill such newly
created directorships, the remaining directors to be elected by the other
classes of stock entitled to vote therefor (including the Series C
Convertible Preferred Stock in accordance with paragraph (a) of this
Section 3), at each meeting of shareholders held for the purpose of
electing directors.  Such additional directors shall continue as directors
and such additional voting rights shall continue until such time as (A)
all dividends accumulated on the Series C Convertible Preferred Stock
shall have been paid in full or (B) any mandatory redemption obligation
provided in Section 5(b) or Section 5(d) which has occurred shall have
been satisfied or all necessary funds therefor are set aside for payment,
as the case may be; at such time such additional directors shall cease to
be directors and such additional voting rights of the holders of Series C
Convertible Preferred Stock shall terminate subject to revesting in the
event of each and every subsequent event of the character indicated above. 
In no event shall the holders of Series C Convertible Preferred Stock
voting separately as a class be entitled to elect a total of more than two
directors to the Board of Directors of the Company pursuant to this
Section 3(c).

            (d)  (i)  The foregoing rights of holders of shares of Series C
Convertible Preferred Stock to take any action as provided in this Section
3 may be exercised at any annual meeting of shareholders or at a special
meeting of shareholders held for such purpose as hereinafter provided or
at any adjournment thereof.

       So long as such right to vote continues (and unless such right has
been exercised by written consent of the minimum number of shares required
to take such action), the Chairman of the Board of the Company may call,
and upon the written request of holders of record of 50% of the
outstanding shares of Series C Convertible Preferred Stock, if the holders
of Series C Convertible Preferred Stock are to vote separately as a single
class, addressed to the Secretary of the Company at the principal office
of the Company shall call, a special meeting of the holders of shares
entitled to vote as provided herein.  Such meeting shall be called by the
Secretary of the Company within 30 days after delivery of such request to
the Secretary.  Such meeting shall be held within 30 days after the date
the Secretary delivers notice of such meeting, at the place and upon the
notice provided by law and in the By-laws of the Company for the holding
of meetings of shareholders.

                 (ii) At each meeting of shareholders at which the holders
of shares of Series C Convertible Preferred Stock shall have the right,
voting separately as a single class, to elect directors of the Company as
provided in this Section 3 or to take any action, the presence in person
or by proxy of the holders of record of a majority of the total number of
shares of Series C Convertible Preferred Stock then outstanding and
entitled to vote on the matter shall be necessary and sufficient to
constitute a quorum.  At any such meeting or at any adjournment thereof:

                 (A)  the absence of a quorum of the holders of shares of
Series C Convertible Preferred Stock shall not prevent the election of
directors other than those to be elected by the holders of shares of
Series C Convertible Preferred Stock and the absence of a quorum of the
<PAGE>
holders of shares of any other class or series of capital stock shall not
prevent the election of directors to be elected by the holders of shares
of Series C Convertible Preferred Stock or the taking of any action as
provided in this Section 3; and

                 (B)  in the absence of a quorum of the holders of shares of
Series C Convertible Preferred Stock, a majority of the holders of such
shares present in person or by proxy shall have the power to adjourn the
meeting as to the actions to be taken by the holders of shares of Series C
Convertible Preferred Stock from time to time and place to place without
notice other than announcement at the meeting until a quorum shall be
present.

       For taking of any action as provided in paragraphs (b) and (c) of
this Section 3 by the holders of shares of Series C Convertible Preferred
Stock, each such holder shall have one vote for each share of such stock
standing in his name on the transfer books of the Company as of any record
date fixed for such purpose or, if no such date be fixed, at the close of
business on the Business Day (as defined in Section 11) next preceding the
day on which notice is given, or if notice is waived, at the close of
business on the Business Day next preceding the day on which the meeting
is held.

       Each director elected by the holders of shares of Series C
Convertible Preferred Stock as provided in paragraph (c) of this Section 3
shall, unless his term shall expire earlier, hold office until the annual
meeting of shareholders next succeeding his election or until his
successor, if any, is elected and qualified.

       In case any vacancy shall occur among the directors elected by the
holders of shares of Series C Convertible Preferred Stock, as provided in
paragraph (c) of this Section 3, such vacancy may be filled for the
unexpired portion of the term by vote of the remaining director
theretofore elected by such holders (if there is a remaining director), or
such director's successor in office.  If any such vacancy is not so filled
within 20 days after the creation thereof or if both directors so elected
by the holders of Series C Convertible Preferred Stock shall cease to
serve as directors before their terms shall expire, the holders of the
Series C Convertible Preferred Stock then outstanding and entitled to vote
for such directors may, by written consent as herein provided, or at a
special meeting of such holders called as provided herein, elect
successors to hold office for the unexpired terms of the directors whose
places shall be vacant.

       Any director elected by the holders of shares of Series C Convertible
Preferred Stock voting separately as a single class may be removed from
office with or without cause by the vote or written consent of the holders
of at least a majority of the outstanding shares of Series C Convertible
Preferred Stock.  A special meeting of the holders of shares of Series C
Convertible Preferred Stock may be called in accordance with the
procedures set forth in subparagraph (d)(i) of this Section 3.

       Section 4.     Certain Restrictions.  (a)  Whenever quarterly
dividends payable on shares of Series C Convertible Preferred Stock as
provided in Section 2 are not paid in full, thereafter and until all
unpaid dividends payable whether or not declared, on the outstanding
<PAGE>
shares of Series C Convertible Preferred Stock shall have been paid in
full or declared and set apart for payment, or whenever the Company shall
not have redeemed shares of Series C Convertible Preferred Stock at a time
required by Section 5(b) or Section 5(d), thereafter and until all
mandatory redemption obligations provided in Section 5(b) and Section 5(d)
which have come due shall have been satisfied or all necessary funds have
been set apart for payment, the Company shall not:  (A) declare or pay
dividends, or make any other distributions, on any shares of Junior Stock
(as defined in Section 11), other than dividends or distributions payable
in Junior Stock; or (B) declare or pay dividends, or make any other
distributions, on any shares of Parity Stock, except (1) dividends or
distributions payable in Junior Stock and (2) dividends or distributions
paid ratably on the Series C Convertible Preferred Stock and all Parity
Stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all shares of the Series C
Convertible Preferred Stock and such Parity Stock are then entitled;
provided, however, that in the case of clause (2) the holders of at least
a majority of the outstanding shares of Series C Convertible Preferred
Stock voting separately as a single class, shall have approved the payment
of such dividend or distribution.

            (b)  Whenever quarterly dividends payable on shares of Series C
Convertible Preferred Stock as provided in Section 2 are not paid in full,
thereafter and until all unpaid dividends payable, whether or not
declared, on the outstanding shares of Series C Convertible Preferred
Stock shall have been paid in full or declared and set apart for payment,
or whenever the Company shall not have redeemed shares of Series C
Convertible Preferred Stock at a time required by Section 5(b) or Section
5(d), thereafter and until all mandatory redemption obligations provided
in Section 5(b) and Section 5(d) which have come due shall have been
satisfied or all necessary funds have been set apart for payment, the
Company shall not:  (A) redeem, purchase or otherwise acquire for
consideration any shares of Junior Stock or Parity Stock; provided that
(1) the Company may at any time redeem, purchase or otherwise acquire
shares of Junior Stock or Parity Stock in exchange for any shares of
Junior Stock, (2) the Company may accept shares of any Parity Stock for
conversion and (3) the Company may at any time redeem, purchase or
otherwise acquire shares of any Parity Stock pursuant to any mandatory
redemption, put, sinking fund or other similar obligation, pro rata with
the Series C Convertible Preferred Stock in proportion to the total amount
then required to be applied by it to redeem, repurchase or otherwise
acquire shares of Series C Convertible Preferred Stock and shares of such
Parity Stock; provided, however; that in the case of clause (3) the
holders of at least a majority of the outstanding shares of Series C
Convertible Preferred Stock, voting separately as a single class, shall
have approved such redemption, repurchase or other acquisition; or (B)
redeem or purchase or otherwise acquire for consideration any shares of
Series C Convertible Preferred Stock; provided that the Company (1) may
accept shares of Series C Convertible Preferred Stock surrendered for
conversion into shares of capital stock of the Company pursuant to Section
8, (2) may elect to redeem all outstanding shares of Series C Convertible
Preferred Stock pursuant to Section 5(a), (3) may redeem shares of Series
C Convertible Preferred Stock pro rata pursuant to paragraph (a) of
Section 5, (4) may redeem all outstanding shares of Series C Convertible
Preferred Stock pursuant to paragraph (b) of Section 5, (5) may redeem
shares of Series C Convertible Preferred Stock pursuant to paragraph (b)
of Section 5 pro rata or (6) may redeem shares of Series C Convertible
Preferred Stock pursuant to Section 5(d).

            (c)   Notwithstanding the foregoing, nothing herein shall
prevent the Company from redeeming the Rights (as defined in Section 11)
at a price not to exceed $.05 per Right.

            (d)  The Company shall not permit any Subsidiary of the Company
to purchase or otherwise acquire for consideration any shares of capital
stock of the Company unless the Company could, pursuant to paragraph (b)
of this Section 4, purchase such shares at such time and in such manner.

       Section 5.     Redemption.    (a)  The Company shall not have any
right to elect to redeem any shares of Series C Convertible Preferred
Stock prior to April 1, 1995.  On and after such date, subject to the
restrictions contained in Section 4, the Company shall have the right, at
its sole option and election, to redeem shares of Series C Convertible
Preferred Stock, in whole or in part, at any time and from time to time at
$1,100 per share in cash plus an amount per share equal to all accrued and
unpaid dividends thereon, whether or not earned or declared to the date of
redemption.

            (b)   On April 1, 2000, to the extent funds are legally
available therefor, the Company shall redeem all outstanding shares of
Series C Convertible Preferred Stock, by paying therefor an amount equal
to the Liquidation Preference plus an amount per share equal to all
accrued and unpaid dividends thereon, whether or not earned or declared,
to the date of redemption in cash.

            (c)  If less than all shares of Series C Convertible Preferred
Stock at the time outstanding are to be redeemed, the shares to be
redeemed shall be selected pro rata; provided, however, that in the event
that 1,160 or fewer shares of Series C Convertible Preferred Stock are
then outstanding, the Company shall be required to redeem all of such
outstanding shares if it elects to redeem any such shares.

            (d)  In the event there occurs a Significant Event (as defined
in Section 11), any record holder of shares of Series C Convertible
Preferred Stock, in accordance with the procedures set forth in
subparagraph (e)(ii) of this Section 5, may require the Company to redeem
any or all of the shares of Series C Convertible Preferred Stock held by
such holder at a price per share equal to the Liquidation Preference plus
an amount per share equal to all accrued and unpaid dividends therefore,
whether or not earned or declared to the date of redemption and the
Company shall pay such amount to the extent that funds are legally
available therefore.

            (e)  (i)  Notice of any redemption of shares of Series C
Convertible Preferred Stock pursuant to paragraph (a) or (b) of this
Section 5 shall be given by publication in a newspaper of general
circulation in the Borough of Manhattan, the City of New York, not less
than 30, nor more than 60 days prior to the date fixed for redemption, if
the Series C Convertible Preferred Stock is listed on any national
securities exchange or traded in the over-the-counter market; and, in any
case, a similar notice shall be mailed at least 30, but not more than 60,
days prior to the date fixed for redemption to each holder of shares of
Series C Convertible Preferred Stock to be redeemed, at such holder's
address as it appears on the transfer books of the Company.  In order to
facilitate the redemption of shares of Series C Convertible Preferred
<PAGE>
Stock, the Board of Directors may fix a record date for the determination
of shares of Series C Convertible Preferred Stock to be redeemed, or may
cause the transfer books of the Company for the Series C Convertible
Preferred Stock to be closed, not more than 50 days or less than 10 days
prior to the date fixed for such redemption.

                 (ii) Within 30 days following a Significant Event, the
Company shall, if the Series C Convertible Preferred Stock is listed on
any national securities exchange or traded in the over-the-counter market,
give notice by publication in a newspaper of general circulation in the
Borough of Manhattan, the City of New York, of such Significant Event,
which notice shall set forth each holder's right to require the Company to
redeem any or all shares of Series C Convertible Preferred Stock held by
him, the redemption date (which date shall be not more than 60, nor less
than 45, days from the date of such notice) and the procedures to be
followed by such holder in exercising his right to cause such redemption;
and, in any case, a similar notice shall be mailed concurrently to each
holder of shares of Series C Convertible Preferred Stock, at such holder's
address at it appears on the transfer books of the Company; provided,
however, that if the Series C Convertible Preferred Stock is owned by 50
or fewer holders or groups of affiliated holders, such notice shall be
mailed promptly following the Significant Event (but in no event more than
five Business Days thereafter), and shall set forth (A) that the
redemption date shall be five Business Days after receipt by the Company
of the notice by the holder referred to in the antepenultimate sentence of
this paragraph (e)(ii), and (B) the procedures to be followed by such
holder in exercising his right to cause such redemption.  Failure by the
Company to give the notice prescribed by the preceding sentence, or the
formal insufficiency of any such notice, shall not prejudice the rights of
any holder of shares of Series C Convertible Preferred Stock to cause the
Company to redeem any such shares held by him.  In the event a record
holder of shares of Series C Convertible Preferred Stock shall elect to
require the Company to redeem any or all such shares of Series C
Convertible Preferred Stock pursuant to paragraph (d) of this Section 5,
such holder shall deliver within 30 Business Days of the mailing to him of
the Company's notice described in this paragraph (e)(ii), or, if no notice
is given, within 30 Business Days following the last day the Company was
required to give notice of the Significant Event in accordance with this
paragraph (e)(ii) (in which case the date of redemption shall be (1) if
the Series C Convertible Preferred Stock is not owned by 50 or fewer
holders or groups of affiliated holders, the date which is 45 Business
Days following the last day the Company was required to give notice of the
Significant Event in accordance with this paragraph (e) (ii), after which
date the right of such holders to require the Company to redeem shares of
Series C Convertible Preferred Stock pursuant to paragraph (d) of this
Section 5 shall terminate, or (2) if the Series C Convertible Preferred
Stock is owned by 50 or fewer holders or groups of affiliated holders,
that date which is five Business Dys after the deliver to the Company of
an election to redeem), a written notice, in the form specified by the
Company (if the Company did in fact give the notice required by this
paragraph (e) (ii)), to the Company so stating, specifying the number of
shares to be redeemed pursuant to paragraph (d) of this Section 5,
provided, however, that if the Series C Convertible Preferred Stock is
owed by 50 or fewer holders or groups of affiliated holders, such holders
or groups may deliver a notice of an election to redeem at any time within
60 Business Days following the occurrence of a Significant Event, and such
<PAGE>
holders or groups shall not be required to wait for the Company's notice
provided for in this paragraph (e)(ii) or for the expiration of the time
allowed for the Company's notice hereunder.  The Company shall redeem the
number of shares so specified on the date fixed for redemption.

            (f)  On the date of any redemption being made pursuant to
paragraph (a), (b) or (d) of this Section 5 which is specified in a notice
given pursuant to paragraph (e) of this Section 5, the Company shall, and
at any time after such notice shall have been mailed and before the date
of redemption the company may, irrevocably deposit for the benefit of the
holders of shares of Series C Convertible Preferred Stock to be redeemed
the funds necessary for such redemption with a bank or trust company in
the Borough of Manhattan, the City of New York, or in the City of Boston,
in either case having a capital and surplus of at least $250,000,000.  Any
moneys so deposited by the Company and unclaimed at the end of two years
from the date designated for such redemption shall revert to the general
funds of the Company.  After such reversion, any such bank or trust
company shall, upon demand, pay over to the Company such unclaimed amounts
and thereupon such bank or trust company shall be relieved of all
responsibility in respect thereof and any holder of shares of Series C
Convertible Preferred Stock to be redeemed shall look only to the Company
for the payment of the funds payable in connection with such redemption. 
In the event that moneys are deposited pursuant to this paragraph (f) in
respect of shares of Series C Convertible Preferred Stock that are
converted in accordance with the provisions of Section 8, such moneys
shall, upon such conversion, revert to the general funds of the Company
and, upon demand, such bank or trust company shall pay over to the Company
such moneys and shall be relieved of all responsibility to the holders of
such converted shares in respect thereof.  Any interest accrued on funds
deposited pursuant to this paragraph (f) shall be paid from time to time
to the Company for its own account.

            (g)  Notice of redemption having been given as aforesaid, upon
the deposit of funds pursuant to paragraph (f) in respect of shares of
Series C Convertible Preferred Stock to be redeemed pursuant to paragraph
(a), (b) or (d) of this Section 5, notwithstanding that any certificates
for such shares shall not have been surrendered for cancellation, from and
after the date of redemption designated in the notice of redemption (i)
the shares represented thereby shall no longer be deemed outstanding, (ii)
the rights to receive dividends thereon shall cease to accrue, and (iii)
all rights of the holders of shares of Series C Convertible Preferred
Stock to be redeemed shall cease and terminate excepting only the right to
receive the payment due thereon in connection with such redemption and the
right to convert such shares into shares of Common Stock until the close
of business on the second Business Day preceding the date of redemption,
in accordance with Section 8.

       Section 6.  Reacquired Shares.  Any shares of Series C Convertible
Preferred Stock converted, redeemed, purchased or otherwise acquired by
the Company in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof.  All such shares of Series C
Convertible Preferred Stock shall upon their cancellation, and upon the
filing of an appropriate certificate with the Secretary of State of the
State of New York, become authorized but unissued shares of Preferred
Stock, $1.00 par value, of the Company and may be reissued as part of
another series of Preferred Stock, par value $1.00 per share, of the
<PAGE>
Company subject to the conditions or restrictions on issuance set forth
herein.

       Section 7.     Liquidation, Dissolution of Winding Up.  (a) If the
Company shall commence a voluntary case under the Federal bankruptcy laws
or any other applicable Federal or State bankruptcy, insolvency or similar
law, or consent to the entry of an order for relief in an involuntary case
under any such law or to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of
the Company or of any substantial part of its property, or make an
assignment for the benefit of its creditors, or admit in writing its
inability to pay its debts generally as they become due, or if a decree or
order for relief in respect of the Company shall be entered by a court
having jurisdiction in the premises in an involuntary case under the
Federal bankruptcy laws or any other applicable Federal or State
bankruptcy, insolvency or similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and any such decree
or order shall be unstayed and in effect for a period of 90 consecutive
days and on account of any such event the Company shall liquidate,
dissolve or wind up, or if the Company shall otherwise liquidate, dissolve
or wind up, no distribution shall be made (i) to the holders of shares of
Junior Stock unless, prior thereto, the holders of shares of Series C
Convertible Preferred Stock, subject to Section 8, shall have received the
Liquidation Preference (as defined in Section 11) with respect to each
share, plus an amount per share equal to all accrued and unpaid dividends
thereon, whether or not earned or declared, to the date of such payment or
(ii) to the holders of shares of Parity Stock, except distributions made
ratably on the Series C Convertible Preferred Stock and all Parity Stock
in proportion to the total amounts to which the holders of all shares of
the Series C Convertible Preferred Stock and Parity Stock are entitled
upon such liquidation, dssolution or winding up.

            (b)  Neither the consolidation, merger or other business
combination of the Company with or into any other Person or Persons nor
the sale of all or substantially all the assets of the Company shall be
deemed to be a liquidation, dissolution or winding up of the Company for
purposes of this Section 7.

       Section 8.     Conversion.    (a)  Each share of Series C Convertible
Preferred Stock shall be convertible at any time at the option of the
holder thereof into fully paid and nonassessable shares of Common Stock. 
The number of Shares of Common Stock deliverable upon conversion of a
share of Series C Convertible Preferred Stock, adjusted as hereinafter
provided, is referred to herein as the "conversion ratio".  The conversion
ratio shall initially be 74.074, subject to adjustment from time to time
pursuant to paragraph (g) of this Section 8.

            (b)  Conversion of the Series C Convertible Preferred Stock may
be effected by any such holder upon the surrender to the Company, at the
principal office of the Company in New York State, or at the office of any
agent or agents of the Company as may be designated by the Board of
Directors of the Company (the "Transfer Agent"), of the certificate for
such Series C Convertible Preferred Stock to be converted accompanied by a
written notice stating that such holder elects to convert all or a
<PAGE>
specified whole number of such shares in accordance with the provisions of
this Section 8 and specifying the name or names in which such holder
wishes the certificate or certificates for shares of Common Stock to be
issued.  In case such notice shall specify a name or names other than that
of such holder, such notice shall be accompanied by payment of all
transfer taxes payable upon the issuance of shares of Common Stock in such
name or names.  Other than such taxes, the Company will pay any and all
issue and other taxes (other than taxes based on income) that may be
payable in respect of any issue or delivery of shares of Common Stock on
conversion of Series C Convertible Preferred Stock pursuant hereto.  As
promptly as practicable, and in any event within one Business Day after
the surrender of such certificate or certificates and the receipt of such
notice relating thereto and, if applicable, payment of all transfer taxes
(or the demonstration to the satisfaction of the Company that such taxes
have bee paid), the Company shall deliver or cause to be delivered (i)
certificates representing the number of validly issued, fully paid and
nonassessable full shares of Common Stock to which the holder of shares of
Series C Convertible Preferred Stock being converted shall be entitled and
(ii) if less than the full number of shares of Series C Convertible
Preferred Stock evidenced by the surrendered certificate or certificates
is being converted, a new certificate or certificates, of like tenor, for
the number of shares evidenced by such srrendered certificate or
certificates less the number of shares being converted.  Such conversion
shall be deemed to have been made at the close of business on the date of
giving of such notice and of such surrender of the certificate or
certificates representing the shares of Series C Convertible Preferred
Stock to be converted so that the rights of the holder thereof as to the
shares being converted shall cease except for the right to receive shares
of Common Stock in accordance herewith, and the person entitled to receive
the shares of common Stock shall be treated for all purposes as having
become the record holder of such shares of Common Stock at such time.  The
Company shall not be required to convert, and no surrender of shares of
Series C Convertible Preferred Stock shall be effective for that purpose,
while the transfer books of the Company for the Common Stock are closed
for any purpose (but not for any period in excess of 15 days); but the
surrender of shares of Series C Convertible Preferred Stock for conversion
during any period while such books are so closed shall become effective
for conversion immediately upon the reopening of such books, as if the
conversion had been made on the date such shares of Series C Convertible
Preferred Stock were surrendered, and at the conversion ratio in effect at
the date of such surrender.

            (c)  In the case any shares of Series C Convertible Preferred
Stock are to be redeemed pursuant to Section 5, such right of conversion
shall cease and terminate as to the shares of Series C Convertible
Preferred Stock to be redeemed at the close of business on the second
Business Day next preceding the date fixed for redemption unless the
Company shall default in the payment of the Redemption Price.

            (d)  The conversion ratio shall be subject to adjustment from
time to time in certain instances as hereinafter provided.  Upon
conversion, the holders of shares of Series C Convertible Preferred Stock
shall be entitled to receive all dividends accrued on such shares of
Series C Convertible Preferred Stock to the date of such conversion.

<PAGE>
            (e)  In connection with the conversion of any shares of Series C
Convertible Preferred Stock, no fractions of shares of Common Stock shall
be issued, but in lieu thereof the Company shall pay a cash adjustment in
respect of such fractional interest in an amount equal to such fractional
interest multiplied by the Current Market Price per share of Common Stock
on the Trading Day on which such shares of Series C Convertible Preferred
Stock are deemed to have been converted.  if more than one share of Series
C Convertible Preferred Stock shall be surrendered for conversion by the
same holder at the same time, the number of full shares of Common Stock
issuable on conversion thereof shall be computed on the basis of the total
number of shares of Series C Convertible Preferred Stock so surrendered.

            (f)  The Company shall at all times reserve and keep available
for issuance upon the conversion of the Series C Convertible Preferred
Stock, such number of its authorized but unissued shares of Common Stock
as will from time to time be sufficient to permit the conversion of all
outstanding shares of Series C Convertible Preferred Stock, and shall take
all action required to increase the authorized number of shares of Common
Stock if necessary to permit the conversion of all outstanding shares of
Series C Convertible Preferred Stock.

            (g)  The conversion ratio shall be subject to adjustment from
time to time as follows:

                 (i)  In case the Company shall at any time or from time to
time after the Issue Date (A) pay a dividend or make a distribution, on
the outstanding shares of Common Stock in shares of Common Stock, (B)
subdivide the outstanding shares of Common Stock, (C) combine the
outstanding shares of Common Stock into a smaller number of shares or (D)
issue by reclassification of the shares of Common Stock any shares of
capital stock of the Company, then, and in each such case, the conversion
ratio in effect immediately prior to such event or the record date
therefor, whichever is earlier, shall be adjusted so than the holder of
any shares of Series C Convertible Preferred Stock thereafter surrendered
for conversion shall be entitled to receive the number of shares of Common
Stock or other securities of the Company which such holder would have
owned or have been entitled to receive after the happening of any of the
events described above, had such shares of Series C Convertible Preferred
Stock been surrendered for conversion immediately prior to the happening
of such event or the record date therefor, whichever is earlier.  An
adjustment made pursuant to this clause (i) shall become effective (x) in
the case of any such dividend or distribution, immediately after the close
of business on the record date for the determination of holders of shares
of Common Stock entitled to receive such dividend or distribution, or (y)
in the case of any such subdivision, reclassification or combination, at
the close of business on the day upon which such corporate action becomes
effective.

                 (ii) In case the Company shall issue shares of Common Stock
(or rights, warrants or securities convertible into or exchangeable for
shares of Common Stock) after the Issue Date at a price per share (or
having a conversion or exercise price per share) less than $1,000 divided
by the then applicable conversion ratio (the "Conversion Price"), as of
the date of issuance of such shares or of such convertible securities,
then, and in each such case, the conversion ratio shall be adjusted so
that the holder of each share of Series C Convertible Preferred Stock
<PAGE>
shall be entitled to receive, upon the conversion thereof, the number of
shares of Common Stock determined by multiplying (A) the applicable
conversion ratio on the day immediately prior to such date by (B) a
fraction, the numerator of which shall be the sum of (1) the number of
shares of Common Stock outstanding on such date and (2) the number of
additional shares of Common Stock issued (or into which the rights,
warrants or convertible securities may convert), and the denominator of
which shall be the sum of (x) the number of shares of Common Stock
outstanding on such date and (y) the number of shares of Common Stock
which the aggregate consideration receivable by the Company for the total
number of shares of Common Stock so issued (or into which the rights,
warrants or convertible securities may convert) would purchase at such
conversion price on such date.  An adjustment made pursuant to this clause
(ii) shall be made on the next Business Day following the date on which
any such issuance is made and shall be effective retroactively immediately
after the close of business on such date.  For purposes of this clause
(ii), the aggregate consideration receivable by the Company in connection
with the issuance of shares of Common Stock or of rights, warrants or
securities convertible into shares of Common Stock shall be deemed to be
equal to the sum of the aggregate offering price (before deduction of
underwriting discounts or commissions and expenses payable to third
paries) of all such securities plus the minimum aggregate amount, if any,
payable upon conversion of any such convertible securities into shares of
Common Stock.  Neither the issuance of any shares of Common Stock (whether
treasury shares or newly issued shares) pursuant to a dividend or
distribution on, or subdivision, combination or reclassification of, the
outstanding shares of Common Stock requiring an adjustment in the
conversion ratio pursuant to clause (i) of this paragraph (g), nor the
issuance of any such shares pursuant to a dividend or distribution
pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Company, and the investment of
additional optional amounts, in shares of Common Stock, or pursuant to any
employee benefit plan or program of the Company or pursuant to any option,
warrant, right, or convertible security outstanding as of the date hereof
(including, but not limited to, the Rights, the Company's 8-3/4%
Convertible Subordinated Debentures due 2009, the Company's 10-1/2%
Convertible Subordinated Debentures due 1997 and the Series C Convertible
Preferred Stock), shall be deemed to constitute an issuance of Common
Stock or Convertible Securities by the Company to which this clause (ii)
applies, provided, however, that no amendment after the date hereof to any
such plan, program, option, warrant, right or convertible security shall
adversely effect the holders of Series C Convertible Preferred Stock with
respect to affording such holders the protections contemplated by this
paragraph (5)(ii).

                 (iii) For purposes of this paragraph (g), the number of
shares of Common Stock at any time outstanding shall not include any
shares of Common Stock then owned or held by or for the account of the
Company.

                 (iv)  The term "dividend", as used in this paragraph (g)
shall mean a dividend or other distribution upon stock of the Company
except pursuant to the Rights Agreement (as defined in Section 11). 
Notwithstanding anything in this Section 8 to the contrary, the conversion
ratio shall not be adjusted as a result of any dividend, distribution or
issuance of securities of the Company pursuant to the Rights Agreement.

<PAGE>
                 (v)   Anything in this paragraph (g) to the contrary
notwithstanding, the Company shall not be required to give effect to any
adjustment in the conversion ratio unless and until the net effect of one
or more adjustments (each of which shall be carried forward), determined
as above provided, shall have resulted in a change of the conversion ratio
by at least one-hundredth of one share of Common Stock, and when the
convertible net effect of more than one adjustment so determined shall be
to change the conversion ratio by at least one-hundredth of one share of
Common Stock, such change in conversion ratio shall thereupon be given
effect.

                 (vi)  The certificate of any firm of independent public
accountants of recognized standing selected by the Board of Directors of
the Company (which may be the firm of independent public accountants
regularly employed by the Company) shall be presumptively correct for any
computation made under this paragraph (g).

                 (vii) If the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend
or other distribution, and shall thereafter and before the distribution to
shareholders thereof legally abandon its plan to pay or deliver such
dividend or distribution, then thereafter no adjustment in the number of
shares of Common Stock issuable upon exercise of the right of conversion
granted by this paragraph (g) or in the conversion ratio then in effect
shall be required by reason of the taking of such record.

                 (viii) There shall be no adjustment of the conversion ratio
in case of the issuance of any stock of the Company in a merger,
reorganization, acquisition or other similar transaction except as set
forth in paragraphs (g)(i), (g)(ii) and (h) of this Section 8.

            (h)  In case of any consolidation or merger of the Company with
or into another corporation, or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety (each of the foregoing being referred to as a
"Transaction"), each share of Series C Convertible Preferred Stock shall
thereafter be convertible into the kind and amount of shares of stock and
other securities and property receivable (including cash) upon the
consummation of such Transaction by a holder of that number of shares of
Common Stock into which one share of Series C Convertible Preferred Stock
was convertible immediately prior to such Transaction.

       Notwithstanding anything contained herein to the contrary, the
Company will not effect any Transaction unless, prior to the consummation
thereof, (i) the Surviving Person thereof shall assume, by written
instrument mailed to each holder of shares of Series C Convertible
Preferred Stock if such shares are held by 50 or fewer holders or groups
of affiliated holders or to each Transfer Agent for the shares of Series C
Convertible Preferred Stock if such shares are held by a greater number of
holders, the obligation to deliver to such holder such case, shares of
Survivor Preferred Stock or other securities to which, in accordance with
the foregoing provisions, such holder is entitled and such Surviving
Person shall have mailed to each holder of shares of Series C Convertible
Preferred Stock if such shares are held by 50 or fewer holders or groups
of affiliated holders or to each Transfer Agent for the shares of Series C
Convertible Preferred Stock if such shares are held by a greater number of
<PAGE>
holders an opinion of independent counsel for such Person stating that
such assumption agreement is a valid, binding and enforceable agreement of
the Surviving Person and (ii) proper provision is made to ensure that the
holders of shares of Series C Convertible Preferred Stock will be entitled
to receive the benefits afforded by Section 5(d).

            (i)  In case at any time or from time to time the Company shall
pay any dividend or make any other distribution to the holders of its
Common Stock, or shall offer for subscription pro rata to the holders of
its Common Stock any additional shares of stock of any class or any other
right, or there shall be any capital reorganization or reclassification of
the Common Stock of the Company or consolidation or merger of the Company
with or into another corporation, or any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially
as an entirety, or there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company, then, in any one or more of said
cases the Company shall give at least 10 days prior written notice (the
time of mailing of such notice shall be deemed to be the time of giving
thereof) to the registered holders of the Series C Convertible Preferred
Stock at the addresses of each as shown on the books of the Company
maintained by the Transfer Agent thereof of the date on which (i) the
books of the Company shall close or a record shall be taken for such stock
dividend, distribution or subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, sale or conveyance, dissolution,
liquidation or winding up shall take place, as the case may be, provided
that in the case of any Transactions to which paragraph (h) applies the
Company shall give at least 30 days prior written notice as aforesaid. 
Such notice shall also specify the date as of which the holders of the
Common Stock of record shall participate in said dividend, distribution or
subscription rights or shall be entitled to exchange their Common Stock
for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale or conveyance or participate
in such dissolution, liquidation or winding up, as the case may be. 
Failure to give such notice shall not invalidate any action so taken.

       Section 9.  Reports as to Adjustments.  Upon any adjustment of the
conversion ratio then in effect and any increase or decrease in the number
of shares of Common Stock issuable upon the operation of the conversion
set forth in Section 8, then, and in each such case, the Company shall
promptly deliver to the Transfer Agent of the Series C Convertible
Preferred and Common Stock, a certificate signed by the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Company setting forth in
reasonable detail the event requiring the adjustment and the method by
which such adjustment was calculated and specifying the conversion ratio
then in effect following such adjustment and the increased or decreased
number of shares issuable upon the conversion set forth in Section 8.  The
Company shall also promptly after the making of such adjustment give
written notice to the registered holders of the Series C Convertible
Preferred Stock at the address of each holder as shown on the books of the
Company maintained by the Transfer Agent thereof, which notice shall state
the conversion ratio then in effect, as adjusted, and the increased or
decreased number of shares issuable upon the exercise of the right of
conversion granted by Section 8, and shall set forth in reasonable detail
the method of calculation of each and a brief statement of the facts
requiring such adjustment.  Where appropriate, such notice to holders of
<PAGE>
the Series C Convertible Preferred Stock may be given in advance and
included as part of the notice required under the provisions of Section
8(i).

       Section 10.  Certain Covenants.  Any registered holder of Series C
Convertible Preferred Stock may proceed to protect and enforce its rights
and the rights of such holders by any available remedy by proceeding at
law or in equity to protect and enforce any such rights, whether for the
specific enforcement of any provision in this Certificate of Amendment or
in aid of the exercise of any power granted herein, or to enforce any
other proper remedy.

       Section 11.  Definitions.  For the purposes of this Certificate of
Amendment of Series C Convertible Preferred Stock, the following terms
shall have the meanings indicated:

       "Affiliate" and "Associate" shall mean any Person that (i) directly,
or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified or
(ii) is (A) the specified Person's spouse, parent, child, brother or
sister or any issue of the foregoing (for purposes of the definition of
Affiliate, issue shall include Persons legally adopted into the line of
descent), (B) any corporation or organization of which the Person
specified or such specified Person's spouse, parent, child, brother or
sister or any issue of the foregoing is an officer or partner or is,
directly or indirectly, the beneficial owner of ten percent or more of any
class of voting stock, and (C) any trust or other estate in which the
specified Person or such specified Person's spouse, parent, child, brother
or sister or any issue of the foregoing serves as trustee or in a similar
fiduciary capacity and (D) the heirs or legatees of the specified Person
by will or under the laws of descent and distribution.

       "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.

       "Current Market Price", when used with reference to shares of Common
Stock or other securities on any date, shall mean the closing price per
share of Common Stock or such other securities on such date and, when used
with reference to shares of Common Stock or other securities for any
period shall mean the average of the daily closing prices per share of
Common Stock or such other securities for such period.  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 as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the
Common Stock or such other securities are not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Common
Stock or such other securities are listed or admitted to trading on any
national securities exchange , the last quoted sale price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-
counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System or such other system then in use,
<PAGE>
or, if on any such date the Common Stock or such other securities are not
quoted by any such organization, the average of the closing bid and asked
price as furnished by a professional market maker making a market in the
Common Stock or such other securities selected by the Board of Directors
of the Company.  If the Common Stock or such other securities are not
public held or so listed or publicly traded, "Current Market Price" shall
mean the Fair Market Value per share of Common stock or of such other
securities as determined in good faith by the Board of Directors of the
Company based on an opinion of an independent investment banking firm with
an established national reputation as a valuer of securities, which
opinion may be based on such assumptions as such firm shall deem to be
necessary and appropriate.

       "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

       "Fair Market Value" shall mean the amount which a willing buyer would
pay a willing seller in an arm's-length transaction.

       "Issue Date" shall mean the first date on which shares of Series C
Convertible Preferred Stock are issued.

       "Junior Stock" shall mean any capital stock of the Company ranking
junior (either as to dividends or upon liquidation, dissolution or winding
up ) to the Series C Convertible Preferred Stock.

       "Liquidation Preference" with respect to a share of Series C
Convertible Preferred Stock shall mean $1,000.

       "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such
entity.

       "Rights" shall mean any rights to purchase securities of the Company
issued pursuant to any Rights Agreement.

       "Rights Agreement" shall mean the Rights Agreement dated as of
December 20, 1988 between the Company and the First National Bank of
Boston, as amended and as it may be further amended from time to time, and
any similar rights agreement that may hereafter be adopted by the Company,
as it may be amended from time to time.

       "Significant Event" shall mean:

       (a)  the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) of 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the combined voting
power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors, but excluding, for this
purpose, any such acquisition by (i) the Company or any of its
subsidiaries or (ii) any employee benefit plan (or related trust) of the
Company or its subsidiaries.

       (b)  (1)  if individuals who, as of April 1, 1990 constitute the
Board of Directors of the Company (as of April 1, 1990, the "Incumbent
<PAGE>
Board") cease for any reason to constitute at least a majority of such
Board; provided that any individual becoming a director subsequent to
April 1, 1990, whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding
for this purpose, any such individual whose initial assumption of office
is in connection with an actual or threatened election contest relating to
the election of the directors of the Company (as such terms are used in
Rule 14a-11 Regulation 14A promulgated under the Exchange Act), or (2) if
in any actual election contest relating to the election of directors of
the Company more than one member of the Incumbent Board is not elected as
a director.

       "Subsidiary" of any Person means any corporation or other entity of
which a majority of the voting power of the voting equity securities or
equity interest is owned, directly or indirectly, by such Person.

       "Trading Day" means a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is
open for the transaction of business or, if the Common Stock is not listed
or admitted to trading and national securities exchange, a Business Day.

       Section 12.  Other Matters.  Notwithstanding anything herein to the
contrary, all of the designations, relative rights, preferences and
limitations of the Series C Convertible Preferred Stock are subject to the
limitations thereon set forth in Section 502(b) of the New York Business
Corporation Law.

       FOURTH.   The office of the Corporation in the State of New York
shall be located in the City of New York, County of New York, State of New
York.  The address to which the Secretary of State shall mail a copy of
the process in any action  or proceeding against the Corporation which may
be served upon him, c/o CT Corporation Systems, 1633 Broadway, New York,
NY  10019.

       FIFTH:    The duration of the Corporation is to be perpetual.

       SIXTH:  The following provisions are in furtherance, and not in
limitation, of the powers conferred by statute:

       1.   The Board of Directors are hereby expressly authorized to hold
their meetings, and to have one or more offices, without the State of New
York.

       2.   The stockholders shall have no right, except as conferred by
statute, or by the bylaws of the corporation, to inspect any books, papers
or accounts of the corporation.

       3.   By-laws may be made by the Board of Directors except as
otherwise provided by law, and may be altered in such manner as may be
therein provided.

<PAGE>
       4.   An executive committee may be appointed by or from the Board of
Directors, in such manner and subject to such regulations as may be
provided in the by-laws, which committee shall have and may exercise such
powers of such Board, during the intervals between the meetings of said
Board, as may be lawfully delegated, subject to such limitations as may be
provided in the by-laws or by resolutions of the Board.

       SEVENTH:  A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for damages for any breach
of duty as a director, except for liability (i) pursuant to a judgment or
other final adjudication adverse to such director which establishes that
his acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of law or that he personally gained in fact a
financial profit or other advantage to which he was not legally entitled
or that his acts violated Section 719 of the New York Business Corporation
Law, or (ii) for any act or omissions prior to the adoption of this
Article SEVENTH.  Neither the amendment nor repeal of this article, nor
the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article, shall eliminate or reduce the effect of
this Article in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article SEVENTH, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.