Exhibit 3(a)
                      JAMES RIVER CORPORATION OF VIRGINIA
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION


                                   ARTICLE I
                                      NAME

     The name of the corporation is James River Corporation of Virginia.


                                   ARTICLE II
                              PURPOSES AND POWERS

     A.   Purposes.  The purposes for which the Corporation is organized are
to acquire, own, manage and dispose of the capital stock and other securities
of paper manufacturing and all other types of corporations and to render to
such corporations, and to others, such advice and services as may be
permitted by law.

     B.   Powers.  The Corporation shall have those powers conferred by the
laws of the Commonwealth of Virginia.  It shall also have the power to
transact any business not prohibited by law or required to be stated in these
Articles of Incorporation.


                                  ARTICLE III
                                 CAPITAL STOCK

     A.   Authorized Stock.  The aggregate number of shares of stock which
the Corporation shall have the authority to issue and the par value per share
are as follows:

   Class                      No. of Shares         Par Value
 Common                         150,000,000            $  .10
 Preferred                        5,000,000             10.00

 B.  Preemptive Rights.  No holders of any class of stock of this
Corporation shall have any preemptive or other preferential right to purchase
or subscribe to (i) any shares of any class of stock of the Corporation,
whether now or hereafter authorized, (ii) any warrants, rights or options to
purchase any such stock, or (iii) any obligations convertible into any such
stock or into warrants, rights or options to purchase any such stock.

 C.  Voting Rights.  The holders of the Common Stock shall, to the
exclusion of the holders of any other class of stock of the Corporation, have
the sole and full power to vote for the election of directors and for all
other purposes without limitation except only as otherwise provided in any
articles of serial designation applicable to any series of Preferred Stock,
and as otherwise expressly provided by the then existing statutes of the
Commonwealth of Virginia.  The holders of the Common Stock shall have one
vote for each share of Common Stock held by them.
                                    
 D.  Preferred Shares Issuable in Series.  Authority is expressly vested
in the Board of Directors to divide the Preferred Stock into, and issue same
in, series and, within the following limitations, to fix and determine the
relative rights and preferences of the shares of any series so established,
and to provide for the issuance thereof.  Each series shall be so designated
as to distinguish the shares thereof from the shares of all other series and
classes.  All shares of the Preferred Stock shall be identical except as to
the following relative rights and preferences, as to which there may be
variations between different series:

                                      E-1
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     (i)    The rate of dividend, the time of payment, whether dividends
 shall be cumulative and if so, the dates from which they shall be
 cumulative, and the extent of participation rights, if any;

     (ii)   Any right to vote with holders of shares of any other series
 or class and any right to vote as a class, either generally or as a
 condition to specified corporate action;

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

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

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

     (vi)   Sinking fund provisions for the redemption or purchase of
 shares; and

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

 Prior to the issuance of any shares of a series of Preferred Stock the
Board of Directors shall establish such series by adopting a resolution
setting forth the designation and number of shares of the series and the
relative rights and preferences thereof, to the extent permitted by the
provisions hereof, and the Corporation shall file in the office of the State
Corporation Commission of Virginia articles of serial designation as required
by law, and the Commission shall have issued a certificate of serial
designation.

 All series of Preferred Stock shall rank on a parity as to dividends and
assets with all other series according to the respective dividend rates and
amounts distributable upon any voluntary or involuntary liquidation of the
Corporation fixed for each such series, and without the preference or
priority of any series over any other series; but all shares of the Preferred
Stock shall be preferred over the Common Stock as to both dividends and
amounts distributable upon any voluntary or involuntary liquidation of the
Corporation to the extent provided in any articles of serial designation
applicable thereto.

 Before the date on which the Board of Directors approved these Amended and
Restated Articles of Incorporation, the Corporation had issued the following
listed series of Preferred Stock, namely, the Series A Cumulative Convertible
Preferred Stock, the Series B Cumulative Participating Preferred Stock, the
Series C Cumulative Participating Preferred Stock, the Series E Cumulative
Preferred Stock, the Series F Cumulative Convertible Preferred Stock, the
Series G $5.40 Cumulative Convertible Preferred Stock, the Series H Preferred
Stock, the Series I $5.85 Cumulative Convertible Preferred Stock, and the
Series J Preferred Stock.  On that date all of the shares of each of the
aforesaid series which had been issued had been redeemed, converted or
otherwise acquired by the Corporation and no share of any such series
remained issued and outstanding.  Each such series provided that shares of
the series, when purchased, redeemed or otherwise acquired by the
Corporation, would become authorized but unissued shares of Preferred Stock,
undesignated as to series.

 On the date of these Amended and Restated Articles of Incorporation there
were issued and outstanding shares of the Series D Cumulative Preferred
Stock, the Series K $3.375 Cumulative Convertible Exchangeable Preferred
Stock and the Series L $14.00 Cumulative Convertible Exchangeable Preferred
Stock.  On the date of these Amended and Restated Articles of Incorporation,
there were authorized, but unissued, 150,000 shares of the Series M
Cumulative Participating Preferred Stock.  The dates on which each such
series was authorized by the Board of Directors and the preferences, limi-
tations and relative rights of the shares of each such series not otherwise
set forth in these Amended and Restated Articles of Incorporation are set
forth in Articles VII through X hereof.
<PAGE>

 On December 14, 1989, the Board of Directors designated 280,000 shares of
the authorized but unissued Preferred Stock as the Series N $14.00 Cumulative
Convertible Exchangeable Preferred Stock.  The preferences, limitations and
relative rights of the shares of the Series N Preferred Stock not otherwise
set forth in these Amended and Restated Articles of Incorporation are set
forth in Article XI hereof.


                                   ARTICLE IV
                              NUMBER OF DIRECTORS

 The number of directors shall be as fixed in the bylaws in accordance with
law, and in the absence of a bylaw fixing the number of directors, the number
shall be eight.


                                   ARTICLE V
                            VOTE TO AMEND OR RESTATE

 As to each voting group entitled to vote on an amendment or restatement
of these Articles of Incorporation the vote required for approval shall be
(i) the vote required by the Virginia Stock Corporation Act (as applied
without regard to the effect of clause (iii) of this Article) if the effect
of the amendment or restatement is (a) to reduce the shareholder vote
required to approve a merger, a statutory share exchange, a sale of all or
substantially all of assets of the Corporation or the dissolution of the
Corporation, or (b) to delete all or any part of this clause (i) of this
Article; (ii) the vote required by the terms of these Articles of
Incorporation, as amended or as restated from time to time, if such terms
require the approval of more than a majority of the votes entitled to be cast
thereon by such voting group; or (iii) a majority of the votes entitled to be
cast thereon if neither clause (i) nor clause (ii) of this Article is
applicable.


                                   ARTICLE VI
                     INDEMNIFICATION AND LIMIT ON LIABILITY

 A.  Definitions.  For purposes of this Article VI the following
definitions shall apply:

     (i)    "Corporation" means this Corporation only and no predecessor
 entity or other legal entity.

     (ii)   "Expenses" include counsel fees, expert witness fees, and
 costs of investigation, litigation and appeal, as well as any amounts
 expended in asserting a claim for indemnification.

     (iii)  "Liability" means the obligation to pay a judgment,
 settlement, penalty, fine, or other such obligation, including, without
 limitation, any excise tax assessed with respect to an employee benefit
 plan.

     (iv)   "Legal Entity" means a corporation, partnership, joint
 venture, trust, employee benefit plan or other enterprise.

     (v)    "Predecessor Entity" means a legal entity the existence of
 which ceased upon its acquisition by the Corporation in a merger or
 otherwise.

     (vi)   "Proceeding" means any threatened, pending, or completed
 action, suit, proceeding or appeal whether civil, criminal,
 administrative or investigative and whether formal or informal.
<PAGE>

 B.  Limitation on Liability.  In every instance permitted by the Virginia
Stock Corporation Act, as it exists on the date hereof or may hereafter be
amended, the liability of a director or officer of the Corporation to the
Corporation or its shareholders arising out of a single transaction,
occurrence or course of conduct shall be limited to one dollar.

 C.  Indemnification of Directors and Officers.  The Corporation shall
indemnify any individual who is, was or is threatened to be made a party to
a proceeding (including a proceeding by or in the right of the Corporation)
because he is or was a director or officer of the Corporation or because he
is or was serving the Corporation or any other legal entity in any capacity
at the request of the Corporation while a director or officer of the
Corporation, against all liabilities and reasonable expenses incurred in the
proceeding except such liabilities and expenses as are incurred because of
his willful misconduct or knowing violation of the criminal law.  Service as
a director or officer of a legal entity controlled by the Corporation shall
be deemed service at the request of the Corporation.  The determination that
indemnification under this Paragraph C is permissible and the evaluation as
to the reasonableness of expenses in a specific case shall be made, in the
case of a director, as provided by law, and in the case of an officer, as
provided in Paragraph D of this Article VI; provided, however, that if a
majority of the directors of the Corporation has changed after the date of
the alleged conduct giving rise to a claim for indemnification, such
determination and evaluation shall, at the option of the person claiming
indemnification, be made by special legal counsel agreed upon by the Board of
Directors and such person.  Unless a determination has been made that
indemnification is not permissible, the Corporation shall make advances and
reimbursements for expenses incurred by a director or officer in a proceeding
upon receipt of an undertaking from him to repay the same if it is ultimately
determined that he is not entitled to indemnification.  Such undertaking
shall be an unlimited, unsecured general obligation of the director or
officer and shall be accepted without reference to his ability to make
repayment.  The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that a director or officer acted in such a manner
as to make him ineligible for indemnification.  The Corporation is authorized
to contract in advance to indemnify and make advances and reimbursements for
expenses to any of its directors or officers to the same extent provided in
this Paragraph C.

 D.  Indemnification of Others.  The Corporation may, to a lesser extent
or to the same extent that it is required to provide indemnification and make
advances and reimbursements for expenses to its directors and officers
pursuant to Paragraph C, provide indemnification and make advances and
reimbursements for expenses to its employees and agents, the directors,
officers, employees and agents of its subsidiaries and predecessor entities,
and any person serving any other legal entity in any capacity at the request
of the Corporation, and, if authorized by general or specific action of the
Board of Directors, may contract in advance to do so.  The determination that
indemnification under this Paragraph D is permissible, the authorization of
such indemnification and the evaluation as to the reasonableness of expenses
in a specific case shall be made as authorized from time to time by general
or specific action of the Board of Directors, which action may be taken
before or after a claim for indemnification is made, or as otherwise provided
by law.  No person's rights under Paragraph C of this Article VI shall be
limited by the provisions of this Paragraph D.

 E.  Miscellaneous.  Every reference in this Article VI to persons who are
or may be entitled to indemnification shall include all persons who formerly
occupied any of the positions referred to and their respective heirs,
executors and administrators.  Special legal counsel selected to make
determinations under this Article may be counsel for the Corporation. 
Indemnification pursuant to this Article shall not be exclusive of any other
right of indemnification to which any person may be entitled, including
indemnification pursuant to a valid contract, indemnification by legal
entities other than the Corporation and indemnification under policies of
insurance purchased and maintained by the Corporation or others.  However, no
person shall be entitled to indemnification by the Corporation to the extent
he is indemnified by another, including an insurer.  The Corporation is
<PAGE>

authorized to purchase and maintain insurance against any liability it may
have under this Article VI or to protect any of the persons named above
against any liability arising from their service to the Corporation or any
other legal entity at the request of the Corporation regardless of the
Corporation's power to indemnify against such liability.  The provisions of
this Article VI shall not be deemed to preclude the Corporation from entering
into contracts otherwise permitted by law with any individuals or legal
entities, including those named above.  If any provision of this Article VI
or its application to any person or circumstance is held invalid by a court
of competent jurisdiction, the invalidity shall not affect other provisions
or applications of this Article VI, and to this end the provisions of this
Article VI are severable.

 F.  Application; Amendments.  The provisions of this Article VI shall
apply to indemnification, advances and reimbursement for expenses made after
its adoption whether arising from conduct or events occurring before or after
such adoption.  No amendment, modification or repeal of this Article VI shall
diminish the rights provided hereunder to any person arising from conduct or
events occurring before the adoption of such amendment, modification or
repeal.

<PAGE>

                                  ARTICLE VII
                      SERIES D CUMULATIVE PREFERRED STOCK

 Pursuant to a resolution adopted by the Board of Directors of the
Corporation on November 23, 1977, 39,574 shares of Preferred Stock ($10 par
value) constitute a series of Preferred Stock designated as the Series D
Cumulative Preferred Stock (the "Series D Preferred Stock"), the shares of
which have the following voting powers, rights and preferences:

 1.  Dividends.

     (a)    The holders of shares of Series D Preferred Stock shall be
 entitled to receive, if, when and as declared by the Board of Directors
 of the Corporation, out of any funds legally available therefor, cash
 dividends at the rate and payable on the dates hereinafter set forth. 
 The rate of dividends payable on the shares of Series D Preferred Stock
 shall be $8.75 per share per annum and no more.  Dividends shall be
 payable in equal quarterly installments on the first day of each March,
 June, September and December of each year, commencing the first day of
 March of 1978.  Dividends shall be cumulative and accrue on shares of
 Series D Preferred Stock from and after the date of issue thereof. 
 Dividends payable on the first day of March of 1978 and on the date of
 any redemption of shares of Series D Preferred Stock pursuant to
 paragraph (a) of Section 3 hereof which is not the first day of March,
 June, September or December shall be calculated on the basis of a 360-day
 year and the actual number of days elapsed.

     (b)    No dividend whatsoever shall be declared or paid upon, or any
 sum set apart for the payment of dividends upon, any shares of Parity
 Stock for any dividend period unless a like proportionate dividend for
 the same dividend period (ratably in proportion to the respective annual
 dividend rates) shall have been declared and paid upon, or declared and
 a sufficient sum set apart for the payment of such dividend upon, all
 shares of Series D Preferred Stock outstanding.  Unless full dividends,
 to the extent that any amount of such dividends payable shall have become
 determinable, on all shares of Series D Preferred Stock and any shares of
 Prior Stock or Parity Stock for all past dividend periods and the then
 current dividend period shall have been declared and paid, or declared
 and a sum sufficient for the payment thereof set apart, and all mandatory
 sinking fund payments required to be made pursuant to paragraph (b) of
 Section 3 hereof have been made in full, no dividend whatsoever (other
 than a dividend payable solely in Subordinate Stock) shall be declared or
 paid upon, or any sum set apart for the payment of dividends upon, and no
 other distribution shall be made upon, any shares of Junior Stock and no
 shares of Junior Stock shall be purchased, redeemed or otherwise acquired
 for value by the Corporation or by any Subsidiary and no monies shall be
 paid into or set apart or made available for a sinking or other like fund
 for the purchase, redemption or other acquisition for value of any such
 shares by the Corporation or any Subsidiary.

     (c)    In addition to the provisions of paragraph (b) of this Section
 l, no dividend whatsoever (other than a dividend payable solely in
 Subordinate Stock) shall be declared or paid upon, or any sum set apart
 for the payment of dividends upon, and no other distribution shall be
 made upon, any shares of Junior Stock and no shares of Junior Stock shall
 be purchased, redeemed or otherwise acquired for value by the Corporation
 or any Subsidiary and no monies shall be paid into or set apart or made
 available for a sinking or other like fund for the purchase, redemption
 or other acquisition for value of any such shares by the Corporation or
 any Subsidiary unless the sum of (w) the amount of such dividends and
 distributions subsequent to April 24, 1977 plus (x) the excess of (A) the
 amount expended in making, or paid into or set apart or made available
 for a sinking or other like fund for, any such purchase, redemption or
 the acquisition for value subsequent to April 24, 1977 over (B) the sum
 of (i) the net proceeds received from the issuance or sale of Subordinate

<PAGE>

 Stock (other than to a Subsidiary) subsequent to April 24, 1977 plus (ii)
 the principal amount of any indebtedness of the Corporation (other than
 to a Subsidiary) which has been converted into Subordinate Stock
 subsequent to April 24, 1977, is less than the sum of (y) $1,000,000 plus
 (z) Consolidated Net Income earned after April 24, 1977; provided,
 however that the provisions of this paragraph (c) shall not be applicable
 in respect of (aa) the payment of any dividend, or the setting apart of
 any sum for the payment of any dividend, on any shares of Junior Stock
 within 60 days after the valid declaration thereof in compliance with
 this paragraph (c), but the amount of all such dividends shall be taken
 into account in any computation under clause (w) of this paragraph (c) or
 (bb) the acquisition of any shares of Junior Stock by exchanging therefor
 solely Subordinate Stock or from the proceeds of a substantially
 concurrent sale for cash (other than to a Subsidiary) of Subordinate
 Stock, and such shares so acquired by exchange or the amount expended
 from such proceeds in making such acquisition shall not be taken into
 account in any computation under clause (x) of this paragraph (c).  For
 the purposes of this paragraph (c), any dividend, distribution, purchase,
 redemption or other acquisition paid or made other than in money shall be
 valued as of the date thereof at its fair market value.

 2.  Voting Rights.

     (a)    The holders of shares of Series D Preferred Stock shall not be
 entitled to any vote except to the extent provided herein or that such
 holders are afforded a vote by the laws of the State of Virginia in
 existence at the time any matter requiring such vote shall arise.

     (b)    The affirmative vote or consent of the holders of more than
 sixty-six and two-thirds percent (66-2/3%), or such greater percentage as
 shall at the time be required by law, of the outstanding shares of Series
 D Preferred Stock (other than shares owned beneficially by the
 Corporation or any Subsidiary), given in person or by proxy, either in
 writing or at a meeting called for such purpose at which holders of
 shares of Series D Preferred Stock shall vote separately as a class,
 shall be necessary to effect any one or more of the following:

        (i) Any amendment, alteration or repeal of any of the
     provisions of this resolution or any of the other provisions of the
     Articles of Incorporation or bylaws of the Corporation which affects
     adversely the voting powers, rights or preferences of any shares of
     Series D Preferred Stock or the holders thereof, it being understood
     that any such amendment, alteration or repeal in order to increase the
     number of Directors of the Corporation shall not be deemed to affect
     adversely the voting powers, rights or preferences of any shares of
     Series D Preferred Stock or the holders thereof;

        (ii)    The authorization of or the increase in the authorized
     number of shares of Prior Stock;

        (iii)   The issue of shares of Prior Stock or Senior Stock, or the
     issue of any debt obligations convertible into Prior Stock or Senior
     Stock, if at the time of such issue, after giving effect thereto and
     to the application of the proceeds therefrom, (x) the average of
     Consolidated Net Income Available for Dividends for each of the two
     fiscal years next preceding such issue shall be less than 150% of the
     annual dividend requirements on all shares of Prior Stock and Parity
     Stock except for (A) the annual dividend requirements on the
     Corporation's Series B Cumulative Participating Preferred Stock
     pursuant to Section 1 of the articles of serial designation therefor,
     as now in effect, (B) the annual dividend requirements on the
     Corporation's Series C Cumulative Participating Preferred Stock
     pursuant to paragraph (b) of Section 1 of the articles of serial
     designation therefor, as now in effect, and (C) the annual dividend
     requirements on any other Prior Stock or Parity Stock issued in
    
<PAGE>

     connection with the acquisition by the Corporation of any business,
     properties or assets (by way of consolidation, merger, purchase or
     otherwise) to the extent of any amount of such annual dividend
     requirement that is not a specified dollar amount per share but is
     computed by reference to the before or after tax earnings, profits or
     income of or the net cash flow or other similar or related measure of
     the financial performance of such business, properties or assets so
     acquired during periods ending subsequent to the effective date of
     such acquisition or (y) Underlying Equity shall be less than the
     amount to which the holders of all outstanding shares of Series D
     Preferred Stock, Prior Stock and Senior Stock would be entitled upon
     the involuntary liquidation, dissolution or winding up of the affairs
     of the Corporation;

        (iv)    Any sale, lease or other disposition of substantially all
     of the properties and assets of the Corporation; or

        (v) Any consolidation of the Corporation with or any merger of
     the Corporation into any other corporation unless the corporation with
     which the Corporation is consolidated or into which it is merged shall
     have after such consolidation or merger no authorized or outstanding
     shares of any class of capital stock ranking senior to or equally with
     the Series D Preferred Stock as to dividends or as to rights in
     liquidation, dissolution or winding up of the affairs of such
     resulting corporation except such class or classes of capital stock
     of the same (or a lesser) number of authorized and outstanding shares
     having the same voting powers, rights and preferences as the classes
     of Prior Stock and Senior Stock of the Corporation immediately
     preceding such consolidation or merger and each holder of outstanding
     shares of Series D Preferred Stock immediately preceding such
     consolidation or merger shall receive or continue to hold the same
     number of shares of capital stock in such resulting corporation,
     having the same voting powers, rights and preferences as the Series
     D Preferred Stock is entitled to.

     Notwithstanding the foregoing, without the written consent of each
 holder of shares of Series D Preferred Stock outstanding, no amendment,
 alteration or repeal of any of the provisions of this resolution or any
 of the other provisions of the Articles of Incorporation of the
 Corporation shall be made which would:

            (aa)   decrease the rate of dividends per annum on shares of
        Series D Preferred Stock;

            (bb)   alter the cumulative or preferential nature of the
        dividends on shares of Series D Preferred Stock or the date from
        which such dividends are cumulative and accrue;

            (cc)   alter the quarterly dividend payment dates for shares
        of Series D Preferred Stock;

            (dd)   decrease the liquidation prices in the case of
        voluntary or involuntary liquidation, dissolution or winding up
        of the affairs of the Corporation for shares of Series D Preferred
        Stock or affect adversely the rights and preferences of the shares
        of Series D Preferred Stock or the holders thereof to receive
        payment of such liquidation prices;

            (ee)   decrease the number of shares of Series D Preferred
        Stock required to be redeemed on any sinking fund redemption date
        through the operation of the mandatory sinking fund pursuant to
        paragraph (b) of Section 3 hereof or the redemption price
<PAGE>

        applicable to mandatory redemptions of shares of Series D
        Preferred Stock pursuant to such paragraph or otherwise alter any
        of the other provisions of this resolution relating to the
        mandatory sinking fund except to increase such number of shares
        or such redemption price;

            (ff)   decrease the redemption prices applicable to optional
        redemptions of shares of Series D Preferred Stock pursuant to
        paragraphs (a) or (c) of Section 3 hereof; or

            (gg)   decrease the percentage requirement stated in the first
        sentence of this paragraph (b) or alter any of the provisions of
        this subparagraph including clauses (aa) through (gg) hereof or
        the next succeeding sentence.

     In addition, without the written consent of each holder of outstanding
 shares of Series D Preferred Stock, the Corporation shall not enter into
 any plan of exchange of all of the shares of Series D Preferred Stock for
 shares of any class of capital stock of any other corporation pursuant to
 Section 13.1-69.1 of the Virginia Stock Corporation Act or any similar
 provision.

     (c)    The holders of shares of Series D Preferred Stock shall also
 have the right to elect two members of the Board of Directors of the
 Corporation at any time six or more quarterly dividends on any shares of
 Series D Preferred Stock shall be in arrears and unpaid, in whole or in
 part, whether or not declared and whether or not any funds shall be or
 have been legally available for the payment thereof, or the Corporation
 shall for any four quarterly periods, whether or not consecutive, have
 failed to make in full the required mandatory sinking fund payments
 pursuant to paragraph (b) of Section 3 hereof.

     In the event the holders of shares of Series D Preferred Stock shall
 become entitled to elect two Directors as above provided, unless a
 regular meeting of the stockholders of the Corporation is to be held
 within 60 days thereof for the purpose of electing Directors, the
 Corporation shall promptly thereafter cause the number of Directors of
 the Corporation to be increased by two, and, within 30 days thereafter,
 shall call a special meeting of holders of shares of Series D Preferred
 Stock for the purpose of electing such Directors to take place at the
 time specified in the notice of meeting, to be not more than 60 days
 after such holders become so entitled to elect two Directors and not less
 than 10 or more than 50 days after the date on which such notice is
 mailed.  If such special meeting shall not have been so called by the
 Corporation, or such regular meeting shall not be so held, a special
 meeting may be called for such purpose at the expense of the Corporation
 by the holders of not less than 5% of the outstanding shares of Series D
 Preferred Stock.  Notice of any such special meeting shall be given by
 the person or persons calling the same to the holders of shares of Series
 D Preferred Stock by first class mail, postage prepaid, at their last
 addresses as shall appear on the stock transfer records of the
 Corporation.  At any such special meeting the holders of outstanding
 shares of Series D Preferred Stock, voting as a single class, shall elect
 two members of the Board of Directors of the Corporation.

     If a regular meeting of the stockholders of the Corporation for the
 purpose of electing Directors is to be held within 60 days after the time
 of the holders of shares of Series D Preferred Stock become so entitled
 to elect two Directors, then the holders of shares of Series D Preferred
 Stock shall be given notice thereof in the same manner as any other
 stockholders of the Corporation entitled to vote thereat, and, at such
 regular meeting, the holders of outstanding shares of Series D Preferred
 Stock, voting as a single class, shall elect two members of the Board of
 Directors.

     At each regular or special meeting of the stockholders of the
 Corporation called for the purpose of electing Directors of the
 Corporation (other than a special meeting of stockholders called to elect
<PAGE>

 Directors to fill vacancies created by the resignation, removal or death
 of Directors other than Directors elected by the holders of outstanding
 shares of Series D Preferred Stock, or any successor of any such
 Director, or vacancies arising from an increase in the number of such
 other Directors) subsequent to the calling of any such special or regular
 meeting at which the holders of shares of Series D Preferred Stock shall
 first be entitled to elect two Directors, the holders of outstanding
 shares of Series D Preferred Stock, voting as a single class, shall elect
 two members of the Board of Directors, and they shall be given notice
 thereof in the same manner as any other stockholders of the Corporation
 entitled to vote thereat.

     Notwithstanding the foregoing provisions of this paragraph (c), at
 such time as no dividends on any outstanding shares of Series D Preferred
 Stock are in arrears and unpaid, in whole or in part, and all mandatory
 sinking fund payments required to be made pursuant to paragraph (b) of
 Section 3 hereof have been made in full, the voting power of the holders
 of outstanding shares of Series D Preferred Stock shall cease, but always
 subject to the same provisions of this paragraph (c) for the vesting of
 such voting power upon the occurrence of like arrearages of dividends or
 like failures to make mandatory sinking fund payments.

     (d)    The Directors (and any successor of any such Director pursuant
 to paragraph (e) of this Section 2) elected by the holders of outstanding
 shares of Series D Preferred Stock shall hold office until their
 successors shall be elected; provided, however that their terms of office
 shall automatically expire at such time as the voting power of holders of
 outstanding shares of Series D Preferred Stock shall cease as provided in
 paragraph (c) of this Section 2.

     (e)    If the office of any Director elected by the holders of
 outstanding shares of Series D Preferred Stock (or any successor of any
 such Director pursuant to this paragraph (e)) becomes vacant for any
 reason, the remaining Director elected by the holders of shares of Series
 D Preferred Stock may choose a successor who shall hold office for the
 unexpired term in respect of which the vacancy occurred.  If there shall
 be vacancies in the offices of both Directors elected by the holders of
 outstanding shares of Series D Preferred Stock, their successors shall be
 elected by the holders of outstanding shares of Series D Preferred Stock
 at a special meeting called for such purpose by the Corporation promptly
 upon the occurrence of such vacancies, unless a regular meeting of
 stockholders is to be held within 60 days thereof for the purpose of
 electing Directors, to take place at the time specified in the notice of
 meeting, to be not more than 60 days after the occurrence of such
 vacancies and not less than 10 or more than 50 days after the date on
 which such notice is mailed.  If such special meeting shall not have been
 so called by the Corporation, or such regular meeting shall not be so
 held, a special meeting may be called for such purpose at the expense of
 the Corporation by the holders of not less than 5% of the outstanding
 shares of Series D Preferred Stock.  Notice of any such special meeting
 shall be given by the person or persons calling the same to the holders
 of the shares of Series D Preferred Stock by first class mail, postage
 prepaid, at their last addresses as shall appear on the stock transfer
 records of the Corporation.  At such special meeting the holders of
 outstanding shares of Series D Preferred Stock, voting as a single class,
 shall elect two Directors to fill such vacancies.

     No Director elected by the holders of shares of Series D Preferred
 Stock (or successor of any such Director) shall, during his term of
 office, be removed, with or without cause, except upon the affirmative
 vote of the holders of a majority of the outstanding shares of Series D
 Preferred Stock.

     (f)    At any special or regular meeting of stockholders at which the
 holders of the Series D Preferred Stock are entitled to vote, each
 outstanding share of the Series D Preferred Stock shall entitle the
 holder thereof to one vote, provided, however that shares then owned
 beneficially by the Company or any Subsidiary shall not be entitled to
 vote.  The presence in person or by proxy of the holders of a majority of
<PAGE>

 the outstanding shares of Series D Preferred Stock entitled to vote shall
 be required at any such regular or special meeting to constitute a quorum
 of such class, and the absence of a quorum of the holders of any other
 class of Capital Stock entitled to vote thereat shall not prevent the
 holders of outstanding shares of Series D Preferred Stock from electing
 two Directors at such meeting.  A vote of the holders of a majority of
 the outstanding shares of Series D Preferred Stock present in person or
 by proxy at any such regular or special meeting at which a quorum is
 present shall govern.  In the absence of a quorum of the holders of
 outstanding shares of Series D Preferred Stock at any such regular or
 special meeting, the holders of a majority of the outstanding shares of
 Series D Preferred Stock entitled to vote present in person or by proxy
 shall have the power to adjourn the election of Directors to be elected
 by such class from time to time without notice other than announcement at
 such meeting until such quorum shall be present, but any such adjournment
 shall not be made beyond the date of the calling of the next regular or
 special meeting of the stockholders of the Corporation or special meeting
 of the holders of shares of Series D Preferred Stock.

 3.  Redemption.

     (a)    The Corporation may, at its option, redeem at any time all, or
 from time to time any portion of, the shares of Series D Preferred Stock
 outstanding at the applicable redemption prices set forth below per
 share:

     If redeemed during the twelve months period ending November 30:

         Redemption                     Redemption
 Year      Price                 Year     Price   
 1978      $ 108.75              1988     $ 104.15
 1979        108.29              1989       103.69
 1980        107.83              1990       103.23
 1981        107.37              1991       102.77
 1982        106.91              1992       102.31
 1983        106.45              1993       101.85
 1984        105.99              1994       101.39
 1985        105.53              1995       100.93
 1986        105.07              1996       100.47
 1987        104.61

 and thereafter at $100 per share, plus in each case dividends accrued to
 the date fixed for redemption; provided, however, that no such redemption
 may be effected prior to December 1, 1987, directly or indirectly, from
 or in anticipation of moneys borrowed by or for the account of the
 Company (including, without limitation, moneys borrowed by any
 Subsidiary) or from the proceeds of any Sale and Leaseback Transaction or
 any issue of Capital Stock (other than Subordinate Stock or Capital Stock
 immediately convertible into Subordinate Stock, provided that upon
 original issuance of such convertible Capital Stock the price at which it
 is convertible into Subordinate Stock shall not exceed 125% of the
 average price for the Subordinate Stock in the principal market for such
 Subordinate Stock for the preceding 30 trading days or of the book value
 per share of such Subordinate Stock (determined as of the date of the
 Corporation's most recent audited balance sheet in accordance with
 generally accepted accounting principles)) if such borrowed money or such
 proceeds from such Sale and Leaseback Transaction has an effective
 interest cost to the Corporation, or such Capital Stock has a dividend
<PAGE>

 rate or cost to the Corporation, calculated in each case in accordance
 with generally accepted financial practice, of less than 8-3/4% per
 annum.

     (b)    As a mandatory sinking fund for the Series D Preferred Stock,
 on the first day of March, June, September and December of each year,
 commencing December 1, 1982 to and including September 1, 1997, the
 Corporation shall redeem 600 shares (or the aggregate number of shares
 outstanding if less than such number) of Series D Preferred Stock, and on
 December 1, 1997 the Corporation shall redeem 4,000 shares (or the
 aggregate number of shares outstanding if less than such number) of
 Series D Preferred Stock, at a redemption price of $100 per share plus
 dividends accrued to the date fixed for redemption.  The dates on which
 the Corporation shall be obligated to redeem shares of Series D Preferred
 Stock pursuant to the provisions of the immediately preceding sentence
 are hereinafter called "sinking fund redemption dates".  The mandatory
 sinking fund shall be cumulative so that if the Corporation shall fail to
 redeem on any such sinking fund redemption date the full number of shares
 then so required to be redeemed, the deficiency shall be added to the
 number of shares required to be redeemed on the next succeeding sinking
 fund redemption date.  No optional redemption pursuant to paragraphs (a)
 or (c) of this Section 3, nor any purchase or other acquisition, of
 shares of Series D Preferred Stock shall entitle the Corporation to a
 credit against the number of shares the Corporation shall be obligated to
 redeem through the operation of the mandatory sinking fund on any such
 sinking fund redemption date; provided, however, that, with the written
 consent of a holder of shares of Series D Preferred Stock, the
 Corporation shall have the right to apply, as a credit against the number
 of shares required to be redeemed from such holder through the operation
 of the mandatory sinking fund, any number of shares which the Corporation
 may have previously acquired otherwise than through the operation of the
 mandatory sinking fund from such holder and not theretofore applied as
 such credit.

     (c)    As and for an optional sinking fund for the Series D Preferred
 Stock, so long as there shall be no dividends on Series D Preferred Stock
 in arrears and unpaid, in whole or in part, whether or not declared and
 whether or not any funds shall be or have been legally available for the
 payment thereof, and all mandatory sinking fund payments required to be
 made pursuant to the provisions of paragraph (b) of this Section 3 have
 been made in full, the Corporation may, at its option, redeem, at a
 redemption price of $100 per share plus dividends accrued to the date
 fixed for redemption, on any sinking fund redemption date which is the
 first day of December, not less than 600 (or the aggregate number of
 shares outstanding if, after giving effect to the mandatory sinking fund
 requirement, less than such number) nor more than 2,400 shares of Series
 D Preferred Stock.  The optional sinking fund shall not be cumulative and
 to the extent not availed of will terminate.

     (d)    In case less than all shares of Series D Preferred Stock
 outstanding are to be redeemed, not more than 60 days prior to the date
 fixed for redemption, the Corporation shall select the shares to be
 redeemed.  The Corporation shall prorate the total number of shares to be
 so redeemed among the holders thereof in proportion, as nearly as may be,
 to the number of shares registered in their respective names.  In any
 such proration, the Corporation shall make such adjustments, reallo-
 cations and eliminations as it shall deem proper by increasing or
 decreasing or eliminating the number of shares to be redeemed which would
 be allocable to any one holder on the basis of exact proration by not
 more than 10 shares to the end that the numbers of shares so prorated
 shall be integral multiples of 10 shares.  The Corporation in its
 discretion may determine the particular certificates (if there are more
 than one) representing shares registered in the name of a holder which
 are to be redeemed.
<PAGE>

     (e)    Not less than 30 nor more than 60 days prior to the date fixed
 for any redemption pursuant to paragraphs (a), (b) or (c) of this Section
 3 notice of redemption shall be given by first class mail, postage
 prepaid, to the holders of record of the shares of the Series D Preferred
 Stock to be redeemed at their last addresses as shown by the
 Corporation's stock transfer records.  The notice of redemption shall set
 forth the number of shares to be redeemed, the date fixed for redemption,
 the applicable redemption price or prices (including the amount of divi-
 dends accrued to the date fixed for the redemption), the place or places
 where certificates representing shares to be redeemed may be surrendered
 and the paragraph or paragraphs of this Section 3 pursuant to which the
 shares are to be redeemed.  In the case of any redemption pursuant to
 paragraph (a) of this Section 3 prior to December 1, 1987, the notice
 shall demonstrate compliance with the provisions of such paragraph (a). 
 In case less than all outstanding shares are to be redeemed, the notice
 of redemption shall also set forth the numbers of the certificates
 representing shares to be redeemed and, in case less than all shares
 represented by any such certificate are to be redeemed, the number of
 shares represented by such certificate to be redeemed.

     (f)    If notice of redemption of any shares of Series D Preferred
 Stock shall have been duly mailed as hereinabove provided, on or before
 the date fixed for redemption the Corporation shall deposit in cash funds
 sufficient to pay the redemption price (including dividends accrued to
 the date fixed for redemption) of such shares in trust for the benefit of
 the holders of shares to be redeemed with any bank or trust company in
 the City of Richmond, State of Virginia, or Borough of Manhattan, City
 and State of New York, having, or in the case of a Virginia bank or trust
 company which is a subsidiary of a bank holding company registered under
 the Bank Holding Company Act of 1956, as amended, whose parent holding
 company has, capital and surplus aggregating at least $50,000,000 as of
 the date of its most recent report of financial condition, named in such
 notice, to be applied to the redemption of the shares so called for
 redemption against surrender of the certificates representing shares so
 redeemed for cancellation.  From and after the time of such deposit all
 shares for the redemption of which such deposit shall have been so made
 shall, whether or not the certificates therefor shall have been
 surrendered for cancellation, be deemed no longer to be outstanding for
 any purpose and all rights with respect to such shares shall thereupon
 cease and determine except the right to receive payment of the redemption
 price (including dividends accrued to the date fixed for redemption), but
 without interest.  Any interest accrued on such funds shall be paid to
 the Corporation from time to time.  Any funds so deposited and unclaimed
 at the end of five years from the date fixed for redemption shall be
 repaid to the Corporation free of trust, and the holders of the shares
 called for redemption who shall not have surrendered certificates
 representing such shares prior to such repayment shall be deemed to be
 unsecured creditors of the Corporation for the amount of the redemption
 price (including dividends accrued to the date fixed for redemption)
 thereof and shall look only to the Corporation for payment thereof,
 without interest, subject to the laws of the State of Virginia.

     (g)    The Corporation shall also have the right to acquire shares of
 Series D Preferred Stock otherwise than by redemption pursuant to
 paragraphs (a), (b) or (c) of this Section 3 from time to time for such
 consideration as may be acceptable to the holders thereof; provided,
 however that if full dividends on all outstanding shares of Series D
 Preferred Stock for all past dividend periods and the then current
 dividend period shall not have been declared and paid or declared and a
 sum sufficient for the payment thereof set apart or if all mandatory
 sinking fund payments required to be made pursuant to the provisions of
 paragraph (b) of this Section 3 have not been made in full, neither the
 Corporation nor any Subsidiary shall so acquire any shares of Series D
 Preferred Stock except in accordance with a purchase offer made on the
 same terms to all holders of outstanding shares of Series D Preferred
 Stock.
<PAGE>

     (h)    Shares of the Series D Preferred Stock purchased, redeemed or
 otherwise acquired by the Corporation shall not thereafter be disposed of
 as shares of Series D Preferred Stock, but, upon issuance by the State
 Corporation Commission of Virginia or any successor thereof of a
 Certificate of Reduction, such shares shall become authorized and
 unissued shares of Preferred Stock which may be designated as shares of
 any other series.  No additional shares of Preferred Stock, however, may
 be classified as Series D Preferred Stock.

 4.  Liquidation.  In the event of liquidation, dissolution or winding up
of the affairs of the Corporation, the holders of shares of the Series D
Preferred Stock then outstanding shall be entitled to be paid in cash out of
the net assets of the Corporation, including its capital, in the case of an
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, a liquidation price of the $100 per share or, in the case of a
voluntary liquidation, dissolution or winding up of the affairs of the
Corporation, an amount equal to the redemption price that would then be
applicable pursuant to clause (a) of Section 3 hereof, plus, in each case,
dividends accrued to the date of payment, and no more, before any
distribution or payment shall be made to the holders of shares of Common
Stock or any other class or series of Capital Stock ranking as to rights in
liquidation, dissolution or winding up of the affairs of the Corporation
junior to the Series D Preferred Stock, and, after payment to the holders of
shares of Series D Preferred Stock and to the holders of shares of other
classes and series of Preferred Stock of the amounts to which they are
respectively entitled, the balance of such assets, if any, shall be paid to
the holders of Common Stock according to their respective rights.  For the
purposes of the preceding sentence, neither the consolidation of the
Corporation with nor the merger of the Corporation into any other corporation
nor the sale, lease or other disposition of substantially all of the
Corporation's properties and assets shall, without further corporate action,
be deemed a liquidation, dissolution or winding up of the affairs of the
Corporation.  In case the net assets of the Corporation are insufficient to
pay to the holders of all outstanding shares of Series D Preferred Stock the
full amounts to which they are respectively entitled, the entire net assets
of the Corporation remaining shall be distributed ratably to the holders of
outstanding shares of Series D Preferred Stock and other classes and series
of Preferred Stock in proportion to the full amounts to which they are
respectively entitled.

 5.  Definitions.  For the purposes of this resolution, the following
terms, unless the context other requires, shall have the following meanings:

     "Capital Stock" means any capital stock of any class or series
 (however designated) of the Corporation.

     "Common Stock" means Capital Stock the holders of which are ordinarily
 and generally, in the absence of contingencies, entitled to vote for the
 election of a majority of the Board of Directors of the Corporation even
 though the right so to vote has been suspended by the happening of such
 a contingency.

     "Consolidated Net Income" for any period means the amount of net
 income (or net loss) of the Corporation and its consolidated
 Subsidiaries, excluding the portion thereof, if any, allocable to
 minority interests in such Subsidiaries for such period determined in
 accordance with generally accepted accounting principles; provided,
 however, that there shall not be included in Consolidated Net Income any
 net income (or net loss) of any business, properties or assets acquired
 after the date of issue of the shares of Series D Preferred Stock (by way
 of merger, consolidation, purchase or otherwise) by the Corporation or
 any Subsidiary for any period prior to the effective date of such
 acquisition, whether such acquisition is accounted for as a pooling or
 purchase.

     "Consolidated Net Income Available for Dividends" for any period means
 Consolidated Net Income, provided, however, that if Prior Stock or Senior
 Stock is to be issued as a result of the consolidation with or merger
<PAGE>

 into the Corporation or any Subsidiary of another corporation, or the
 acquisition by the Corporation or any Subsidiary of substantially all the
 properties and assets of another corporation (or division of another
 corporation if such division has maintained books and records as an
 accounting entity), the Corporation may, but need not, include on a pro
 forma basis in the calculation of Consolidated Net Income Available for
 Dividends in each of the next two preceding fiscal years the results of
 operations, if any, of such other corporation (or such division) for the
 periods involved and shall include on a pro forma basis in such
 calculations the result of operations of any corporation which was
 previously consolidated with or merged into the Corporation or a
 Subsidiary and of any other corporation (or division) substantially all
 the properties and assets of which were previously acquired by the
 Corporation or a Subsidiary for the periods involved if such results were
 included on a pro forma basis in any previous calculation.

     "Corporation" includes corporations, associations, companies and
 business trusts.

     "Dividends Accrued" means an amount equal to the rate of dividends on
 the shares of Series D Preferred Stock per annum computed from the date
 of issue of the shares of Series D Preferred Stock to the date to which
 reference is made, whether or not such amount or any part thereof shall
 have been declared as dividends and whether there shall be or have been
 any funds out of which such dividends might legally be paid, less the
 amount of dividends declared and paid and, if any dividends have been
 declared but not paid, the amount set apart for the payment of such
 dividends.

     "Junior Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up of the affairs of the
 Corporation junior to the Series D Preferred Stock.

     "Parity Stock" means any Capital Stock ranking as to dividends equally
 with the Series D Preferred Stock.

     "Prior Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up of the affairs of the
 Corporation prior to the Series D Preferred Stock.

     "Sale and Leaseback Transaction" means with respect to any property
 and arrangement with any person whereby the Corporation or any Subsidiary
 leases from such persons such property (except for a term of not more
 than three years by the end of which time it is intended that the use of
 such property by the lessee will be discontinued and except for leases of
 property by the Corporation from a Subsidiary or by a Subsidiary from the
 Corporation or another Subsidiary), which property has been or is to be
 sold or transferred by the Corporation or such Subsidiary to such person
 with the intention of taking back a lease of such property.

     "Senior Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up of the affairs of the
 Corporation equally with the Series D Preferred Stock.

     "Subordinate Stock" means any Capital Stock ranking as to dividends
 and as to rights in liquidation, dissolution or winding up of the affairs
 of the Corporation junior to the Series D Preferred Stock.

     "Subsidiary" means any corporation a majority of the outstanding
 Voting Stock of which is owned, directly or indirectly, by the
 Corporation or by one or more Subsidiaries or by the Corporation and one
 or more Subsidiaries.
<PAGE>

     "Underlying Equity" means as of any time the portion of capital and
 surplus of the Corporation (determined in accordance with generally
 accepted accounting principles) that all holders of shares of Capital
 Stock ranking as to rights in liquidation, dissolution or winding up of
 the affairs of the Corporation junior to the Series D Preferred Stock
 would be entitled to receive in the event of the involuntary liquidation,
 dissolution or winding up of the affairs of the Corporation.

     "Voting Stock", as applied to the capital stock of any corporation,
 means stock of any class or classes (however designated) having ordinary
 voting power for the election of a majority of the members of the board
 of directors (or other governing body) of such corporation, other than
 stock having such powers only by reason of the happening of a
 contingency.

<PAGE>

                                  ARTICLE VIII
              SERIES K $3.375 CUMULATIVE CONVERTIBLE EXCHANGEABLE
                                PREFERRED STOCK

 Pursuant to a resolution adopted by the Board of Directors of the
Corporation on October 27, 1986, 2,000,000 shares of Preferred Stock ($10 par
value) constitutes a series of Preferred Stock designated as the Series K
$3.375 Cumulative Convertible Exchangeable Preferred Stock (the "Series K
Preferred Stock"), the shares of which have the following voting powers,
limitations, rights and preferences:

 A.  Dividends.

     (1)    The holders of the outstanding shares of Series K Preferred
 Stock shall be entitled to receive, if, when and as declared by the Board
 of Directors of the Corporation, out of any funds legally available
 therefor, cash dividends at the rate and payable on the dates hereinafter
 set forth.  The rate of dividends payable on the shares of Series K
 Preferred Stock shall be $3.375 per share per annum and no more. 
 Dividends shall be payable in equal quarterly installments on the first
 day of February, May, August and November of each year (the "Payment
 Dates"), commencing, in the case of any share of Series K Preferred
 Stock, on that installment Payment Date which next follows the issuance
 thereof.  The initial dividend payment will be computed at the annual
 rate for the period from the Issuance Date of Series K Preferred Stock to
 the first installment Payment Date.  Dividends shall be cumulative and
 accumulate on the Series K Preferred Stock from and after the Issuance
 Date.  Dividends payable on the first installment Payment Date following
 issuance and on the date fixed for any redemption of shares of Series K
 Preferred Stock pursuant to Section C hereof which is not a Payment Date,
 shall be calculated on the basis of a 360-day year and the actual number
 of days elapsed.

     (2)    No dividend whatsoever shall be declared or paid upon, or any
 sum set apart for the payment of dividends upon, any shares of Parity
 Stock for any dividend period unless all dividends for all past dividend
 periods have been declared and paid upon, or declared and a sufficient
 sum set apart for the payment of such dividend upon, all shares of Series
 K Preferred Stock outstanding.

     (3)    Unless full dividends (to the extent that the amount thereof
 shall have become determinable) on all outstanding shares of Series K
 Preferred Stock and any outstanding shares of Parity Stock due for all
 past dividend periods shall have been declared and paid, or declared and
 a sum sufficient for the payment thereof set apart, then, subject to the
 rights of holders of shares of previously issued series of Preferred
 Stock, (a) no dividend (other than a dividend payable solely in Junior
 Stock) shall be declared or paid upon, or any sum set apart for the
 payment of dividends upon, any shares of Junior Stock; (b) no other
 distribution shall be made upon any shares of Junior Stock; (c) no shares
 of Junior Stock shall be purchased, redeemed or otherwise acquired for
 value by the Corporation or by any Subsidiary; and (d) no monies shall be
 paid into or set apart or made available for a sinking or other like fund
 for the purchase, redemption or other acquisition for value of any shares
 of Junior Stock by the Corporation or any Subsidiary.

 B.  Voting Rights.

     (1)    Except for the voting rights expressly conferred by this
 Section B and except to the extent provided by law, the holders of shares
 of Series K Preferred Stock shall not be entitled (a) to vote on any
 matter or (b) to receive notice of, or to participate in, any meeting of
 stockholders of the Corporation at which the holders of shares of Series
 K Preferred Stock are not entitled to vote.
<PAGE>

     (2)    The approval of more than two-thirds of the votes entitled to
 be cast by the holders of the outstanding shares of the Series K
 Preferred Stock, voting as a separate voting group, shall be required for
 the adoption of any amendment to the Articles of Incorporation, or any
 bylaw, that materially adversely changes the preferences, limitations and
 rights of the Series K Preferred Stock (it being expressly stated that an
 increase in the number of Directors of the Corporation is not such an
 adverse change, provided that this statement is made as a matter of
 clarification and shall not be read as implying that in its absence such
 an increase would institute such an adverse change) or for the
 authorization of, or the increase in the authorized number of shares of,
 a class of Capital Stock other than Junior Stock and Parity Stock.  The
 approval of a majority of the votes entitled to be cast by the holders of
 the outstanding shares of Series K Preferred Stock, voting as a separate
 voting group, shall be required for authorization of, or an increase in
 the authorized number of shares of, any class of Parity Stock.  Except
 for cases covered by the two preceding sentences of this paragraph (2),
 whenever the holders of the Series K Preferred Stock are entitled under
 the Virginia Stock Corporation Act to vote as a separate voting group on
 an amendment of the Articles of Incorporation, a plan of merger, or a
 plan of share exchange, the vote required for the approval of such
 amendment shall be a majority of all votes cast on the amendment, plan of
 merger or plan of share exchange by the holders of the Series K Preferred
 Stock at a meeting at which the holders of a majority of the outstanding
 shares of Series K Preferred Stock are represented in person or by proxy.

     (3)    Whenever the holders of the Series K Preferred Stock are
 entitled under the Virginia Stock Corporation Act to vote together with
 the holders of one or more other series of Preferred Stock as a single
 voting group (including a vote of the class of Preferred Stock as a
 separate voting group) on any amendment of the Articles of Incorporation,
 plan of merger or plan of share exchange, the vote required for the
 approval of such amendment, plan of merger or plan of share exchange
 shall be a majority of all votes cast on the amendment, plan of merger or
 plan of share exchange by the holders of the shares included in such
 voting group at a meeting at which the holders of a majority of the
 outstanding shares included in such voting group are represented in
 person or by proxy; provided that if at the time of such vote there shall
 be outstanding any share of a series included in such voting group which
 under the Articles of Incorporation or otherwise under the Virginia State
 Corporation Act is not authorized as part of such voting group to approve
 the amendment, plan of merger or plan of share exchange by such majority
 vote, the vote required for its approval of such amendment, plan of
 merger or plan of share exchange shall be more than two-thirds of all the
 votes entitled to be cast by such voting group.

     (4)    The holders of the outstanding shares of Series K Preferred
 Stock shall also have the right, voting together with the holders of any
 other outstanding shares of Voting Preferred Stock (as hereinafter
 defined) as a separate voting group, to elect two members of the Board of
 Directors of the Corporation at any time six or more quarterly dividends
 on any shares of Voting Preferred Stock shall be in arrears and unpaid,
 in whole or in part, whether or not declared and whether or not any funds
 shall be or have been legally available for payment thereof.  For this
 purpose, "Voting Preferred Stock" shall mean the Series K Preferred Stock
 and each other series of Preferred Stock which shall have substantially
 similar voting rights (including voting as one voting group with other
 shares of Voting Preferred Stock) with respect to the election of
 directors upon substantially similar arrearages of dividends.  In such
 event, unless a regular meeting of the stockholders of the Corporation is
 to be held within 60 days thereof for the purpose of electing Directors,
 the Corporation shall promptly thereafter cause the number of Directors
 of the Corporation to be increased by two, and, within 30 days
 thereafter, shall call a special meeting of the holders of the
 outstanding shares of Voting Preferred Stock for the purpose of electing
 such Directors to take place at the time specified in the notice of the
 meeting, to be not more than 60 days after such holders become so
 entitled to elect two Directors and not less than ten nor more than 50
<PAGE>

 days after the date on which such notice is mailed.  If such special
 meeting shall not have been so called by the Corporation, or such regular
 meeting shall not be so held, a special meeting may be called for such
 purpose at the expense of the Corporation by the holders of not less than
 10% of the outstanding shares of any series of Voting Preferred Stock;
 and notice of any such special meeting shall be given by the person or
 persons calling the same to the holders of the outstanding shares of the
 Voting Preferred Stock by first-class mail, postage prepaid, at their
 last addresses as shall appear on the stock transfer records of the
 Corporation.  At any such special meeting the holders of the outstanding
 shares of Voting Preferred Stock, voting as a separate voting group with
 each share having one vote, shall elect two members of the Board of
 Directors of the Corporation.  If a regular meeting of the stockholders
 of the Corporation for the purpose of electing Directors is to be held
 within 60 days after the time the holders of the outstanding shares of
 Voting Preferred Stock become so entitled to elect two Directors, then
 the holders of the outstanding shares of Voting Preferred Stock shall be
 given notice thereof in the same manner as other stockholders of the
 Corporation entitled to vote thereat; and at such regular meeting, the
 holders of the outstanding shares of Voting Preferred Stock, voting as a
 separate voting group with each share having one vote, shall elect two
 members of the Board of Directors.  The right of the holders of the
 Voting Preferred Stock, voting as a separate voting group, to elect two
 members of the Board of Directors of the Corporation shall continue until
 such time as no dividends on any outstanding shares of Voting Preferred
 Stock are in arrears and unpaid, in whole or in part, at which time (i)
 the voting power of the holders of the outstanding shares of Voting
 Preferred Stock so to elect two directors shall cease, but always subject
 to the same provisions of this paragraph (4) for the vesting of such
 voting power upon the occurrence of each and every like arrearage of
 dividends, and (ii) the term of office of each member of the Board of
 Directors who was elected pursuant to this paragraph (4) shall
 automatically expire.

 C.  Redemption.

     (1)    The shares of Series K Preferred Stock are not redeemable
 prior to November 1, 1988 unless the closing price of the Corporation's
 Common Stock on the New York Stock Exchange shall have equalled or
 exceeded 150% of the conversion price then in effect for at least 20
 trading days within 30 consecutive trading days ending within five
 trading days prior to the date notice of redemption is given.  With
 respect to redemption in that event prior to November 1, 1988 or with
 respect to redemption on or after November 1, 1988 the Corporation may at
 its option redeem all or any portion of the outstanding shares of Series
 K Preferred Stock at a redemption price determined as follows: if
 redeemed during the twelve months' period ending October 31 of each of
 the following years, at the price per share indicated (in dollars):

 Year       Price                 Year     Price  
 1987      $53.3750               1992    $51.6875
 1988       53.0375               1993     51.3500
 1989       52.7000               1994     51.0125
 1990       52.3625               1995     50.6750
 1991       52.0250               1996     50.3375

 and thereafter at the price of $50 per share, plus in each case Dividends
 Accumulated to the date fixed for redemption.

     (2)    In case less than all of the outstanding shares of Series K
 Preferred Stock are to be redeemed, not more than 60 days prior to the
 date fixed for redemption the Corporation shall select the shares to be
 redeemed.  The Corporation shall select by proration, by lot or otherwise
 the shares to be so redeemed among the holders thereof.  The Corporation
 shall make such adjustments, reallocations and eliminations as it shall
<PAGE>

 deem proper by increasing or decreasing or eliminating the number of
 shares to be redeemed which would be allocable to any one holder on the
 basis of exact proration, selection by lot or any such other method of
 selection by not more than ten shares to the end that the numbers of
 shares so prorated shall be integral multiples of ten shares.  The
 Corporation in its discretion may select the particular certificates (if
 there are more than one) representing shares registered in the name of a
 holder that are to be redeemed.

     (3)    Not less than 30 nor more than 60 days prior to the date fixed
 for any redemption pursuant to paragraph (1) of this Section C, notice of
 redemption shall be given by first class mail, postage prepaid, to the
 holders of record of the outstanding shares of the Series K Preferred
 Stock to be redeemed at their last addresses as shown by the
 Corporation's stock transfer records.  The notice of redemption shall set
 forth the number of shares to be redeemed, the date fixed for redemption,
 the applicable redemption price or prices (including the amount of
 Dividends Accumulated to the date fixed for the redemption), and the
 place or places where certificates representing shares to be redeemed may
 be surrendered.  In case less than all outstanding shares are to be
 redeemed, the notice of redemption shall also set forth the numbers of
 the certificates representing shares to be redeemed and, in case less
 than all shares represented by any such certificate are to be redeemed,
 the number of shares represented by such certificate to be redeemed.

     (4)    If notice of redemption of any outstanding shares of Series K
 Preferred Stock shall have been duly mailed as herein provided, on or
 before the date fixed for redemption the Corporation shall deposit in
 cash funds sufficient to pay the redemption price (including Dividends
 Accumulated to the date fixed for redemption) of such shares in trust for
 the benefit of the holders of shares to be redeemed with any bank or
 trust company in the City of Richmond, State of Virginia, or Borough of
 Manhattan, City and State of New York, having capital and surplus
 aggregating at least $50,000,000 as of the date of its most recent report
 of financial condition, named in such notice, to be applied to the
 redemption of the shares so called for redemption against surrender for
 cancellation of the certificates representing shares so redeemed.  From
 and after the time of such deposit all shares for the redemption of which
 such deposit shall have been made shall, whether or not the certificates
 therefor shall have been surrendered for cancellation, be deemed no
 longer to be outstanding for any purpose, and all rights with respect to
 such shares shall thereupon cease and determine except (i) the right to
 receive payment of the redemption price (including Dividends Accumulated
 to the date fixed for redemption), but without interest, and (ii) in the
 case of any such deposit before the date fixed for redemption, the right
 to convert such shares into shares of Common Stock, which conversion
 right shall continue to be exercisable until, but not after, the close of
 business on the date fixed for redemption.  Any interest earned on funds
 so deposited shall be paid to the Corporation from time to time.  Any
 funds so deposited and unclaimed at the end of three years from the date
 fixed for redemption shall be repaid to the Corporation free of trust,
 and the holders of the shares called for redemption who have not
 surrendered certificates representing such shares prior to such repayment
 shall be deemed to be unsecured creditors of the Corporation for the
 amount of the redemption price (including Dividends Accumulated to the
 date fixed for redemption) thereof and shall look only to the Corporation
 for payment thereof, without interest, subject to the laws of the
 Commonwealth of Virginia.

     (5)    The Corporation shall also have the right to acquire
 outstanding shares of Series K Preferred Stock otherwise than by
 redemption pursuant to paragraph (1) of this Section C from time to time
 for such consideration as may be acceptable to the holders thereof;
 provided, however that if full dividends on all the outstanding shares of
 Series K Preferred Stock for all past dividend periods shall not have
 been declared and paid or declared and a sum sufficient for the payment
 thereof set apart, neither the Corporation nor any Subsidiary shall so
<PAGE>

 acquire any shares of Series K Preferred Stock except in accordance with
 a purchase offer made on the same terms to all the holders of the
 outstanding shares of Series K Preferred Stock.

     (6)    Shares of Series K Preferred Stock purchased, redeemed or
 otherwise acquired by the Corporation and shares of Series K Preferred
 Stock not issued on or within 30 days after the Issuance Date shall
 become authorized and unissued shares of Preferred Stock which may be
 designated as shares of any other series.  No additional shares of
 Preferred Stock, however, may be classified as Series K Preferred Stock.

 D.  Liquidation.  In the event of liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary, the
holders of the shares of the Series K Preferred Stock then outstanding shall
be entitled to be paid in cash out of the net assets of the Corporation,
including its capital, a liquidation payment of $50 per share, plus, in each
case, Dividends Accumulated to the date of payment, and no more, before any
distribution or payment shall be made to the holders of shares of Junior
Stock and, after payment to the holders of the outstanding shares of Series
K Preferred Stock and to the holders of shares of other series of Preferred
Stock and classes of other Parity Stock of the amounts to which they are
respectively entitled, the balance of such assets, if any, shall be paid to
the holders of the Common Stock according to their respective rights.  For
the purposes of the preceding sentence, neither the consolidation of the
Corporation with nor the merger of the Corporation into any other corporation
nor the sale, lease or other disposition of all or substantially all of the
Corporation's properties and assets shall, without further corporation
action, be deemed a liquidation, dissolution or winding up of the affairs of
the Corporation.  In case the net assets of the Corporation are insufficient
to pay to the holders of the outstanding shares of Series K Preferred Stock
the full amounts to which they are respectively entitled, the entire net
assets of the Corporation remaining shall be distributed ratably to the
holders of the outstanding shares of Series K Preferred Stock, other series
of Preferred Stock and classes of other Parity Stock in proportion to the
full amounts to which they are respectively entitled.

 E.  Conversion.

     (1)    Each holder of any outstanding shares of Series K Preferred
 Stock shall have the right, at any time, to convert any of such shares
 into shares of Common Stock.  Furthermore, as to any shares of Series K
 Preferred Stock called for redemption, each such holder shall have the
 right at any time prior to the close of business on the date fixed for
 redemption (unless default shall be made by the Corporation in the
 payment of the redemption price in which case such right of conversion
 shall continue uninterrupted) to convert any of such shares into shares
 of Common Stock.  The number of shares of Common Stock into which each
 share of Series K Preferred Stock shall be convertible shall be equal to
 the number arrived at by dividing $50 by the conversion price per share
 of the Common Stock fixed or determined as hereinafter provided.  Such
 conversion price shall initially be $40.75 per share, subject to the
 adjustments hereinafter provided (such price as adjusted at any time
 being hereinafter called the "Conversion Price".)

     (2)    The holder of any outstanding shares of Series K Preferred
 Stock may exercise the conversion right provided in paragraph (1) above
 as to all or any portion of the shares he holds by delivering to the
 Corporation during regular business hours, at the principal office of the
 Corporation or at such other place as may be designated in writing by the
 Corporation, the certificate or certificates for the shares to be
 converted, duly endorsed or assigned in blank or endorsed or assigned to
 the Corporation (if required by it), accompanied by (a) written notice
 stating that the holder elects to convert such shares and stating the
 name or names (with address and applicable social security or other tax
 identification number) in which the certificate or certificates for
 shares of Common Stock are to be issued and (b) in the case of conversion
 after the record date for the payment of dividends on the Series K
<PAGE>

 Preferred Stock, as determined by the Board of Directors of the
 Corporation, but before the next Payment Date, an amount equal to the
 full dividend installment to be paid on the next Payment Date
 attributable to the shares of Series K Preferred Stock to be converted. 
 Conversion shall be deemed to have been effected on the date (the
 "Conversion Date") when such delivery is made.  As promptly as
 practicable thereafter the Corporation shall issue and deliver to or upon
 the written order of such holder, at such office or other place
 designated by the Corporation, a certificate or certificates for the
 number of full shares of Common Stock to which he is entitled and a check
 or other order for the payment of cash due with respect to any fraction
 of a share, as provided in paragraph (3) below.  The person in whose name
 the certificate or certificates for shares of Common Stock are to be
 issued shall be deemed to have become a stockholder of record on the
 Conversion Date, unless the transfer books of the Corporation are closed
 on that date, in which event he shall be deemed to have become a
 stockholder of record on the next succeeding date on which the transfer
 books are open; but the Conversion Price shall be that in effect on the
 Conversion Date.

     (3)    The Corporation shall not issue any fraction of a share upon
 conversion of shares of the Series K Preferred Stock.  If more than one
 share of the Series K Preferred Stock shall be surrendered for conversion
 at any time by the same holder, the number of full shares of Common Stock
 issuable upon conversion thereof shall be computed on the basis of the
 total number of shares of Series K Preferred Stock so surrendered.  If
 any fractional interest in a share of Common Stock would be deliverable
 upon conversion, the Corporation shall make an adjustment therefor in
 cash based on the Fair Market Value, on the Conversion Date, of one share
 of Common Stock.  The "Fair Market Value" of one share of Common Stock,
 as used in this Section E shall, if the Common Stock is traded in the
 over-the-counter market, be deemed to be the mean between the asked and
 bid prices on the date the value is required to be determined, as
 reported by NASDAQ or any similar service, and if the Common Stock is
 listed and traded on a national stock exchange, be deemed to be the
 closing price of the Common Stock for such day derived from the New York
 Stock Exchange Composite Tape, or if there be no New York Stock Exchange
 Composite Tape, any similar service; provided, however, that if the
 Common Stock is not traded on such date, then the Fair Market Value shall
 be determined, in the manner hereinabove set forth, on the most recent
 preceding business day on which the Common Stock was traded.

     (4)    The issuance of Common Stock on conversion of outstanding
 shares of Series K Preferred Stock shall be made by the Corporation
 without charge for expenses or for any tax in respect of the issuance of
 such Common Stock, but the Corporation shall not be required to pay any
 tax which may be payable in respect of any transfer involved in the
 issuance and delivery of shares of Common Stock in any name other than
 that of the holder of record on the books of the Corporation of the
 outstanding shares of Series K Preferred Stock converted, and the
 Corporation shall not be required to issue or deliver any certificate for
 shares of Common Stock unless and until the person requesting the
 issuance thereof shall have paid to the Corporation the amount of such
 tax or shall have established to the satisfaction of the Corporation that
 such tax has been paid.

     (5)    The Conversion Price shall be subject to the following
 adjustments.

        (a) Whenever the Corporation shall (i) pay a dividend on its
     outstanding shares of Common Stock in shares of its Common Stock or
     subdivide or otherwise split its outstanding shares of Common Stock,
     or (ii) combine its outstanding shares of Common Stock into a smaller
     number of shares, the Conversion Price in effect at the effective date
     of the happening of such event shall be adjusted so that the holders
     of the Series K Preferred Stock, upon conversion of all thereof
     immediately following such event, would be entitled to receive the
     same aggregate number of shares of Common Stock as they would have
     been entitled to receive immediately following such event if such
     shares of Series K Preferred Stock had been converted immediately
     prior thereto, or if there is a record date in respect of such event,
     immediately prior to such record date.
<PAGE>

        (b) In case the Corporation shall issue rights, warrants or
     options to all holders of its Common Stock entitling them (for a
     period expiring within 90 days after the record date mentioned below)
     to subscribe for or purchase shares of Common Stock at a price per
     share less than the Current Market Value (as hereinafter defined) per
     share of Common Stock on the record date mentioned below, the
     Conversion Price shall be adjusted so that the same shall equal the
     price determined by multiplying the Conversion Price in effect
     immediately prior to the issuance of such rights, warrants or options
     by a fraction, the numerator of which shall be the number of shares
     of Common Stock outstanding at the close of business on the date of
     issuance of such rights, warrants or options plus the number of shares
     which the aggregate exercise price of the shares of Common Stock
     called for by all such rights, warrants or options (excluding any
     theretofore exercised) would purchase at such Current Market Value and
     the denominator of which shall be the number of shares of Common Stock
     outstanding at the close of business on the date of issuance of such
     rights, warrants or options plus the number of additional shares of
     Common Stock called for by all such rights, warrants or options
     (excluding any theretofore exercised).  Such adjustment shall be made
     whenever such rights, warrants or options are issued and shall be
     retroactively effective as of immediately after the record date for
     the determination of stockholders entitled to receive such rights,
     warrants or options.  For the purposes of this Section E(5), the
     "Current Market Value" per share of Common Stock on any date shall be
     deemed to be the average of the Fair Market Value (as defined in
     Section E(3)) of each of the 20 consecutive trading days commencing
     40 trading days before such date (a trading day being a day on which
     securities are traded in the over-the-counter market or, if the Common
     Stock is then listed on any national stock exchange, on such
     exchange).

        (c) Whenever the Corporation shall make a distribution to
     holders of Common Stock of evidences of its indebtedness or assets
     (excluding dividends and distributions paid in cash out of funds
     available for dividends in accordance with applicable law), or rights,
     warrants or options to subscribe for or purchase securities of the
     Corporation (other than those referred to in subdivision (b) of this
     paragraph (5)), the Conversion Price immediately prior to such
     distribution shall be adjusted by multiplying such Conversion Price
     by a fraction, (i) the numerator of which shall be the denominator,
     hereinbelow described, less the fair value (as conclusively determined
     in good faith by the Board of Directors of the Corporation) at the
     time of such distribution of that portion of the evidences of
     indebtedness, assets, or the rights, warrants or options, distributed
     which is applicable to one share of Common Stock, and (ii) the
     denominator of which shall be the Current Market Value per share of
     Common Stock on the next full business day after the record date fixed
     for the determination of the holders of the Common Stock entitled to
     such distribution.  Such adjustment shall be retroactively effective
     as of immediately after such record date.

     (6)    Notwithstanding any of the foregoing provisions of this
 Section E, no adjustment of the Conversion Price shall be made if the
 Corporation shall issue (i) Common Stock or rights, warrants or options
 to purchase Common Stock pursuant to one or more stock purchase plans,
 stock option plans, stock purchase contracts, incentive compensation
 plans, or other remuneration plans for employees (including officers) of
 the Corporation or its Subsidiaries adopted or approved by the Board of
 Directors of the Corporation before or after the adoption of this
 resolution or (ii) rights, warrants or options to purchase Common Stock
 or other capital stock convertible into Common Stock pursuant to one or
 more plans (the "Share Rights Plans") which in connection with certain
 acquisitions of an interest in the Corporation may permit the holders of
 such rights, warrants or options to subscribe for or to purchase shares
<PAGE>

 of Common Stock or such other capital stock at a price per share less
 than the then Current Market Value per share of Common Stock.  The
 Corporation shall not adopt any Share Rights Plans unless in connection
 therewith the Corporation provides that the holders of Series K Preferred
 Stock will be entitled to receive substantially similar rights, warrants
 or options upon conversion of Series K Preferred Stock.

     (7)    In any case in which this Section E provides that an
 adjustment of the Conversion Price shall become effective retroactively
 immediately after a record date for an event, the Corporation may defer
 until the occurrence of such event (i) issuing to the holder of any
 shares of Series K Preferred Stock converted after such record date and
 before the occurrence of such event that number of shares of Common Stock
 issuable upon such conversion that shall be in addition to the number of
 shares of Common Stock which were issuable upon such conversion
 immediately before the adjustment in the Conversion Price required in
 respect of such event, and (ii) paying to such holder any cash in lieu of
 a fractional share pursuant to this Section E.

     (8)    Anything in this Section E to the contrary notwithstanding, no
 adjustment in the Conversion Price shall be required unless such
 adjustment would require an increase or decrease of greater than one
 percent in such price; provided, however, that any adjustments which by
 reason of this paragraph (8) are not required to be made shall be carried
 forward and taken into account in making subsequent adjustments.  All
 calculations under this Section E shall be made to the nearest cent.

     (9)    Whenever the Conversion Price and subsequent charges to be
 made therein are adjusted pursuant to this Section E, the Corporation
 shall (i) promptly place on file at its principal office and at the
 office of each transfer agent for the Series K Preferred Stock, if any,
 a statement, signed by the Chairman or President of the Corporation and
 by its Treasurer, showing in detail the facts requiring such adjustment
 and a computation of the adjusted Conversion Price, and shall make such
 statement available for inspection by stockholders of the Corporation,
 and (ii) cause a notice to be mailed to each holder of record of the
 outstanding shares of Series K Preferred Stock stating that such
 adjustment has been made and setting forth the adjusted Conversion Price. 
 Unless the change in the Conversion Price is caused as a result of action
 described in Section E(5)(a), the statement shall be accompanied by a
 letter from the Corporation's independent public accountants stating that
 the change has been made in accordance with the provisions of this
 Article.

     (10)   In the event of any reclassification or recapitalization of
 the outstanding shares of Common Stock (except a change in par value, or
 from par value to no par value, or subdivision or other split or
 combination of shares), or in case of any consolidation or merger to
 which the Corporation is a party, except a merger in which the
 Corporation is the surviving corporation and which does not result in any
 such reclassification or recapitalization of the outstanding Common Stock
 of the Corporation, or in case of any sale or conveyance to another
 corporation of all or substantially all of the property of the
 Corporation, effective provision shall be made by the Corporation or by
 the successor or purchasing corporation (i) that the holder of each share
 of Series K Preferred Stock then outstanding shall thereafter have the
 right to convert such share into the kind and amount of stock and other
 securities and property receivable, upon such reclassification,
 recapitalization, consolidation, merger, sale or conveyance, by a holder
 of the number of shares of Common Stock of the Corporation into which
 such share of Series K Preferred Stock might have been converted
 immediately prior thereto, and (ii) that there shall be subsequent
 adjustments of the Conversion Price which shall be equivalent, as nearly
 as practicable, to the adjustments provided for in this Section E.  The
 provisions of this paragraph (10) shall similarly apply to successive
 reclassifications, charges, consolidations, mergers, sales or
 conveyances.
<PAGE>

     (11)   Shares of Common Stock issued on conversion of shares of
 Series K Preferred Stock shall be issued as fully paid shares and shall
 be nonassessable by the Corporation.  The Corporation shall, at all
 times, reserve and keep available for the purpose of effecting the
 conversion of the outstanding shares of Series K Preferred Stock such
 number of its duly authorized shares of Common Stock as shall be
 sufficient to effect the conversion of all outstanding shares of Series
 K Preferred Stock.

     (12)   Shares of Series K Preferred Stock converted as provided
 herein shall become authorized and unissued shares of Preferred Stock
 which may be designated as shares of any other series.  No additional
 shares of Preferred Stock, however, may be classified as Series K
 Preferred Stock.

 F.  Exchange Provisions.

     (1)    The Series K Preferred Stock is exchangeable in whole only at
 the option of the Corporation on any Payment Date beginning November 1,
 1988 for Debentures to be issued under the indenture, dated as of October
 24, 1986 (the "Indenture"), between the Corporation and Sovran Bank,
 N.A., as Trustee.  Holders of outstanding shares of Series K Preferred
 Stock will be entitled to receive $50 principal amount of the Debentures
 in exchange for each share of Series K Preferred Stock held by them at
 the time of exchange.  At such time (the "Effective Date" of the
 exchange), the rights of the holders of Series K Preferred Stock as
 stockholders of the Corporation shall cease (except the right to receive
 on the date of exchange an amount equal to the amount of accumulated and
 unpaid dividends to the date of exchange), and the person or persons
 entitled to receive the Debentures issuable upon exchange shall be
 treated for all purposes as the registered holder or holders of such
 Debentures.  The Corporation will give written notice of its intention to
 exchange by first class mail, postage prepaid, to each holder of record
 of the Series K Preferred Stock no less than 30 nor more than 60 days
 prior to the date fixed for the exchange at his last address as shown on
 the Corporation's stock transfer records.  The notice will set forth the
 Effective Date of the exchange and the place or places where certificates
 representing shares to be exchanged shall be surrendered.  The
 Corporation will cause the Debentures to be authenticated on the
 Effective Date of the exchange.

     Upon surrender of the certificates for any share of Series K Preferred
 Stock to be exchanged in accordance with the requirements set forth in
 such notice, such shares shall be exchanged by the Corporation into
 Debentures, as stated above.  From and after the Effective Time of the
 Exchange all shares of Series K Preferred Stock shall, whether or not the
 certificates therefor shall have been surrendered for cancellation, (i)
 be deemed no longer to be outstanding for any purpose, and all rights
 with respect to such shares shall thereupon cease and determine except
 the right to receive $50 principal amount of the Debentures in exchange
 for each share of Series K Preferred Stock and (ii) become authorized and
 unissued shares of Preferred Stock which may be designated as shares of
 any other series.  No additional shares of Preferred Stock, however, may
 be classified as Series K Preferred Stock.

     (2)    The Debentures shall bear interest at a rate of 6-3/4% per
 annum and shall be convertible at the option of the holder thereof into
 shares of Common Stock.  The number of shares of Common Stock issuable
 upon conversion of each Debenture, the redemption provisions applicable
 to the Debentures and the other terms of the Debentures, including the
 form thereof, shall be as is set forth in the Indenture.
<PAGE>

 G.  Definitions.  For the purpose of this amendment, the word
"corporation" shall be deemed to include corporations, associations,
companies and business trusts and, unless the context otherwise requires, the
following terms shall have the following meanings:

     "Capital Stock" means any capital stock of any class or series
 (however designated) of the Corporation.

     "Common Stock" means the Common Stock of the Corporation ($.10 par
 value), the voting powers, rights and preferences of which are set forth
 in the Articles of Incorporation of the Corporation.

     "Conversion Date" is defined in Section E(2) hereof.

     "Conversion Price" is defined in Section E(1) hereof.

     "Current Market Value" is defined in Section E(5)(b) hereof.

     "Debentures" means the Corporation's 6-3/4% Convertible Subordinated
 Debentures due November l, 2016 issued pursuant to the Indenture.

     "Dividends Accumulated" means with respect to any shares of Series K
 Preferred Stock, an amount equal to the dividends thereon at the dividend
 rate per annum computed from the Issuance Date to the date to which
 reference is made, whether such amount or any part thereof shall have
 been declared as dividends and whether there shall be or have been any
 funds out of which such dividends might legally be paid, less the amount
 of dividends declared and paid thereon and, if any dividends thereon have
 been declared but not paid, the amount set apart for the payment of such
 dividends.

     "Fair Market Value" is defined in Section E(3) hereof.

     "Indenture" is defined in Section F(1) hereof.

     "Issuance Date" shall mean the first date of issuance of any shares
 of Series K Preferred Stock.

     "Junior Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up of the affairs of the
 Corporation junior to Series K Preferred Stock.

     "Parity Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up the affairs of the
 Corporation equally with the Series K Preferred Stock.

     "Payment Date" is defined in Section A(1) hereof.

     "Record Date" is defined in Section A(1) hereof.

     "Subsidiary" means any corporation a majority of the outstanding
 Voting Stock of which is owned, directly or indirectly, by the
 Corporation or by one or more Subsidiaries or by the Corporation and one
 or more Subsidiaries.  For this purpose, "Voting Stock" means stock of
 any class or classes (however designated) having ordinary voting power
 for the election of a majority of the members of the board of directors
 (or other governing body) of such corporation, other than stock having
 such powers only by reason of the happening of a contingency.

     "Voting Preferred Stock" is defined in Section B(4) hereof.

<PAGE>

                                   ARTICLE IX
              SERIES L $14.00 CUMULATIVE CONVERTIBLE EXCHANGEABLE
                                PREFERRED STOCK

 Pursuant to a resolution adopted by the Board of Directors of the
Corporation on September 18, 1987, 1,000,000 shares of Preferred Stock ($10
par value) constitutes a series of Preferred Stock designated as the Series
L $14.00 Cumulative Convertible Exchangeable Preferred Stock (the "Series L
Preferred Stock"), the shares of which have the following voting powers,
limitations, rights and preferences:

 A.  Dividends.

     (1)    The holders of the outstanding shares of Series L Preferred
 Stock shall be entitled to receive, if, when and as declared by the Board
 of Directors of the Corporation, out of any funds legally available
 therefor, cash dividends at the rate and payable on the dates hereinafter
 set forth.  The rate of dividends payable on the shares of Series L
 Preferred Stock shall be $14.00 per share per annum and no more. 
 Dividends shall be payable in equal quarterly installments on the first
 day of January, April, July and October of each year (the "Payment
 Dates"), commencing, in the case of any share of Series L Preferred
 Stock, on January 1, 1988.  The initial dividend payment will be computed
 at the annual rate for the period from the Issuance Date of Series L
 Preferred Stock to the first installment Payment Date.  Dividends shall
 be cumulative and accumulate on the Series L Preferred Stock from and
 after the Issuance Date.  Dividends payable on the first installment
 Payment Date following issuance and on the date fixed for any redemption
 of shares of Series L Preferred Stock pursuant to Section C hereof which
 is not a Payment Date, shall be calculated on the basis of a 360-day year
 and the actual number of days elapsed.

     (2)    No dividend whatsoever shall be declared or paid upon, or any
 sum set apart for the payment of dividends upon, any shares of Parity
 Stock for any dividend period unless all dividends for all past dividend
 periods have been declared and paid upon, or declared and a sufficient
 sum set apart for the payment of such dividend upon, all shares of Series
 L Preferred Stock outstanding.

     (3)    Unless full dividends (to the extent that the amount thereof
 shall have become determinable) on all outstanding shares of Series L
 Preferred Stock and any outstanding shares of Parity Stock due for all
 past dividend periods shall have been declared and paid, or declared and
 a sum sufficient for the payment thereof set apart, then, subject to the
 rights of holders of shares of previously issued series of Preferred
 Stock, (a) no dividend (other than a dividend payable solely in Junior
 Stock) shall be declared or paid upon, or any sum set apart for the
 payment of dividends upon, any shares of Junior Stock; (b) no other
 distribution shall be made upon any shares of Junior Stock; (c) no shares
 of Junior Stock shall be purchased, redeemed or otherwise acquired for
 value by the Corporation or by any Subsidiary; and (d) no monies shall be
 paid into or set apart or made available for a sinking or other like fund
 for the purchase, redemption or other acquisition for value of any shares
 of Junior Stock by the Corporation or any Subsidiary.

 B.  Voting Rights.

     (1)    Except for the voting rights expressly conferred by this
 Section B and except to the extent provided by law, the holders of shares
 of Series L Preferred Stock shall not be entitled (a) to vote on any
 matter or (b) to receive notice of, or to participate in, any meeting of
 stockholders of the Corporation at which the holders of shares of Series
 L Preferred Stock are not entitled to vote.
<PAGE>

     (2)    The approval of more than two-thirds of the votes entitled to
 be cast by the holders of the outstanding shares of the Series L
 Preferred Stock, voting as a separate voting group, shall be required for
 the adoption of any amendment to the Articles of Incorporation, or any
 bylaw, that materially adversely changes the preferences, limitations and
 rights of the Series L Preferred Stock (it being expressly stated that an
 increase in the number of Directors of the Corporation is not such an
 adverse change, provided that this statement is made as a matter of
 clarification and shall not be read as implying that in its absence such
 an increase would institute such an adverse change) or for the
 authorization of, or the increase in the authorized number of shares of,
 a class of Capital Stock other than Junior Stock and Parity Stock.  The
 approval of a majority of the votes entitled to be cast by the holders of
 the outstanding shares of Series L Preferred Stock, voting as a separate
 voting group, shall be required for authorization of, or an increase in
 the authorized number of shares of, any class of Parity Stock.  Except
 for cases covered by the two preceding sentences of this paragraph (2),
 whenever the holders of the Series L Preferred Stock are entitled under
 the Virginia Stock Corporation Act to vote as a separate voting group on
 an amendment of the Articles of Incorporation, a plan of merger, or a
 plan of share exchange, the vote required for the approval of such
 amendment shall be a majority of all votes cast on the amendment, plan of
 merger or plan of share exchange by the holders of the Series L Preferred
 Stock at a meeting at which the holders of a majority of the outstanding
 shares of Series L Preferred Stock are represented in person or by proxy.

     (3)    Whenever the holders of the Series L Preferred Stock are
 entitled under the Virginia Stock Corporation Act to vote together with
 the holders of one or more other series of Preferred Stock as a single
 voting group (including a vote of the class of Preferred Stock as a
 separate voting group) on any amendment of the Articles of Incorporation,
 plan of merger or plan of share exchange, the vote required for the
 approval of such amendment, plan of merger or plan of share exchange
 shall be a majority of all votes cast on the amendment, plan of merger or
 plan of share exchange by the holders of the shares included in such
 voting group at a meeting at which the holders of a majority of the
 outstanding shares included in such voting group are represented in
 person or by proxy; provided that if at the time of such vote there shall
 be outstanding any share of a series included in such voting group which
 under the Articles of Incorporation or otherwise under the Virginia State
 Corporation Act is not authorized as part of such voting group to approve
 the amendment, plan of merger or plan of share exchange by such majority
 vote, the vote required for its approval of such amendment, plan of
 merger or plan of share exchange shall be more than two-thirds of all the
 votes entitled to be cast by such voting group.

     (4)    The holders of the outstanding shares of Series L Preferred
 Stock shall also have the right, voting together with the holders of any
 other outstanding shares of Voting Preferred Stock (as hereinafter
 defined) as a separate voting group, to elect two members of the Board of
 Directors of the Corporation at any time six or more quarterly dividends
 on any shares of Voting Preferred Stock shall be in arrears and unpaid,
 in whole or in part, whether or not declared and whether or not any funds
 shall be or have been legally available for payment thereof.  For this
 purpose, "Voting Preferred Stock" shall mean the Series L Preferred Stock
 and each other series of Preferred Stock which shall have substantially
 similar voting rights (including voting as one voting group with other
 shares of Voting Preferred Stock) with respect to the election of
 directors upon substantially similar arrearages of dividends.  In such
 event, unless a regular meeting of the stockholders of the Corporation is
 to be held within 60 days thereof for the purpose of electing Directors,
 the Corporation shall promptly thereafter cause the number of Directors
 of the Corporation to be increased by two, and, within 30 days
 thereafter, shall call a special meeting of the holders of the
 outstanding shares of Voting Preferred Stock for the purpose of electing
 such Directors to take place at the time specified in the notice of the
 meeting, to be not more than 60 days after such holders become so
 entitled to elect two Directors and not less than ten nor more than 50
<PAGE>

 days after the date on which such notice is mailed.  If such special
 meeting shall not have been so called by the Corporation, or such regular
 meeting shall not be so held, a special meeting may be called for such
 purpose at the expense of the Corporation by the holders of not less than
 10% of the outstanding shares of any series of Voting Preferred Stock;
 and notice of any such special meeting shall be given by the person or
 persons calling the same to the holders of the outstanding shares of the
 Voting Preferred Stock by first-class mail, postage prepaid, at their
 last addresses as shall appear on the stock transfer records of the
 Corporation.  At any such special meeting the holders of the outstanding
 shares of Voting Preferred Stock, voting as a separate voting group with
 each share having one vote, shall elect two members of the Board of
 Directors of the Corporation.  If a regular meeting of the stockholders
 of the Corporation for the purpose of electing Directors is to be held
 within 60 days after the time the holders of the outstanding shares of
 Voting Preferred Stock become so entitled to elect two Directors, then
 the holders of the outstanding shares of Voting Preferred Stock shall be
 given notice thereof in the same manner as other stockholders of the
 Corporation entitled to vote thereat; and at such regular meeting, the
 holders of the outstanding shares of Voting Preferred Stock, voting as a
 separate voting group with each share having one vote, shall elect two
 members of the Board of Directors.  The right of the holders of the
 Voting Preferred Stock, voting as a separate voting group, to elect two
 members of the Board of Directors of the Corporation shall continue until
 such time as no dividends on any outstanding shares of Voting Preferred
 Stock are in arrears and unpaid, in whole or in part, at which time (i)
 the voting power of the holders of the outstanding shares of Voting
 Preferred Stock so to elect two directors shall cease, but always subject
 to the same provisions of this paragraph (4) for the vesting of such
 voting power upon the occurrence of each and every like arrearage of
 dividends, and (ii) the term of office of each member of the Board of
 Directors who was elected pursuant to this paragraph (4) shall
 automatically expire.

 C.  Redemption.

     (1)    The shares of Series L Preferred Stock are not redeemable
 prior to October 1, 1989.  With respect to redemption thereafter, the
 Corporation may at its option redeem all or any portion of the
 outstanding shares of Series L Preferred Stock at a redemption price
 determined as follows: if redeemed during the twelve months' period
 ending September 30 of each of the following years, at the price per
 share indicated (in dollars):

 Year        Price                Year      Price 
 1990       $211.20               1994     $205.60
 1991        209.80               1995      204.20
 1992        208.40               1996      202.80
 1993        207.00               1997      201.40

 and thereafter at the price of $200 per share, plus in each case
 Dividends Accumulated to the date fixed for redemption.

     (2)    In case less than all of the outstanding shares of Series L
 Preferred Stock are to be redeemed, not more than 60 days prior to the
 date fixed for redemption the Corporation shall select the shares to be
 redeemed.  The Corporation shall select by proration, by lot or otherwise
 the shares to be so redeemed among the holders thereof.  The Corporation
 shall make such adjustments, reallocations and eliminations as it shall
 deem proper by increasing or decreasing or eliminating the number of
 shares to be redeemed which would be allocable to any one holder on the
 basis of exact proration, selection by lot or any such other method of
 selection by not more than ten shares to the end that the numbers of
 shares so prorated shall be integral multiples of ten shares.  The
 Corporation in its discretion may select the particular certificates (if
 there are more than one) representing shares registered in the name of a
 holder that are to be redeemed.
<PAGE>

     (3)    Not less than 30 nor more than 60 days prior to the date fixed
 for any redemption pursuant to paragraph (1) of this Section C, notice of
 redemption shall be given by first class mail, postage prepaid, to the
 holders of record of the outstanding shares of the Series L Preferred
 Stock to be redeemed at their last addresses as shown by the
 Corporation's stock transfer records.  The notice of redemption shall set
 forth the number of shares to be redeemed, the date fixed for redemption,
 the applicable redemption price or prices (including the amount of
 Dividends Accumulated to the date fixed for the redemption), and the
 place or places where certificates representing shares to be redeemed may
 be surrendered.  In case less than all outstanding shares are to be
 redeemed, the notice of redemption shall also set forth the numbers of
 the certificates representing shares to be redeemed and, in case less
 than all shares represented by any such certificate are to be redeemed,
 the number of shares represented by such certificate to be redeemed.

     (4)    If notice of redemption of any outstanding shares of Series L
 Preferred Stock shall have been duly mailed as herein provided, on or
 before the date fixed for redemption the Corporation shall deposit in
 cash funds sufficient to pay the redemption price (including Dividends
 Accumulated to the date fixed for redemption) of such shares in trust for
 the benefit of the holders of shares to be redeemed with any bank or
 trust company in the City of Richmond, State of Virginia, or Borough of
 Manhattan, City and State of New York, having capital and surplus
 aggregating at least $50,000,000 as of the date of its most recent report
 of financial condition, named in such notice, to be applied to the
 redemption of the shares so called for redemption against surrender for
 cancellation of the certificates representing shares so redeemed.  From
 and after the time of such deposit all shares for the redemption of which
 such deposit shall have been made shall, whether or not the certificates
 therefor shall have been surrendered for cancellation, be deemed no
 longer to be outstanding for any purpose, and all rights with respect to
 such shares shall thereupon cease and determine except (i) the right to
 receive payment of the redemption price (including Dividends Accumulated
 to the date fixed for redemption), but without interest, and (ii) in the
 case of any such deposit before the date fixed for redemption, the right
 to convert such shares into shares of Common Stock, which conversion
 right shall continue to be exercisable until, but not after, the close of
 business on the date fixed for redemption.  Any interest earned on funds
 so deposited shall be paid to the Corporation from time to time.  Any
 funds so deposited and unclaimed at the end of three years from the date
 fixed for redemption shall be repaid to the Corporation free of trust,
 and the holders of the shares called for redemption who have not
 surrendered certificates representing such shares prior to such repayment
 shall be deemed to be unsecured creditors of the Corporation for the
 amount of the redemption price (including Dividends Accumulated to the
 date fixed for redemption) thereof and shall look only to the Corporation
 for payment thereof, without interest, subject to the laws of the
 Commonwealth of Virginia.

     (5)    The Corporation shall also have the right to acquire
 outstanding shares of Series L Preferred Stock otherwise than by
 redemption pursuant to paragraph (1) of this Section C from time to time
 for such consideration as may be acceptable to the holders thereof;
 provided, however, that if full dividends on all the outstanding shares
 of Series L Preferred Stock for all past dividend periods shall not have
 been declared and paid or declared and a sum sufficient for the payment
 thereof set apart, neither the Corporation nor any Subsidiary shall so
 acquire any shares of Series L Preferred Stock except in accordance with
 a purchase offer made on the same terms to all the holders of the
 outstanding shares of Series L Preferred Stock.

     (6)    Shares of Series L Preferred Stock purchased, redeemed or
 otherwise acquired by the Corporation and shares of Series L Preferred
 Stock not issued on or within 30 days after the Issuance Date shall
 become authorized and unissued shares of Preferred Stock which may be
 designated as shares of any other series.  No additional shares of
 Preferred Stock, however, may be classified as Series L Preferred Stock.
<PAGE>

 D.  Liquidation.  In the event of liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary, the
holders of the shares of the Series L Preferred Stock then outstanding shall
be entitled to be paid in cash out of the net assets of the Corporation,
including its capital, a liquidation payment of $200 per share, plus, in each
case, Dividends Accumulated to the date of payment, and no more, before any
distribution or payment shall be made to the holders of shares of Junior
Stock and, after payment to the holders of the outstanding shares of Series
L Preferred Stock and to the holders of shares of other series of Preferred
Stock and classes of other Parity Stock of the amounts to which they are
respectively entitled, the balance of such assets, if any, shall be paid to
the holders of the Common Stock according to their respective rights.  For
the purposes of the preceding sentence, neither the consolidation of the
Corporation with nor the merger of the Corporation into any other corporation
nor the sale, lease or other disposition of all or substantially all of the
Corporation's properties and assets shall, without further corporation
action, be deemed a liquidation, dissolution or winding up of the affairs of
the Corporation.  In case the net assets of the Corporation are insufficient
to pay to the holders of the outstanding shares of Series L Preferred Stock
the full amounts to which they are respectively entitled, the entire net
assets of the Corporation remaining shall be distributed ratably to the
holders of the outstanding shares of Series L Preferred Stock, other series
of Preferred Stock and classes of other Parity Stock in proportion to the
full amounts to which they are respectively entitled.

 E.  Conversion.

     (1)    Each holder of any outstanding shares of Series L Preferred
 Stock shall have the right, at any time, to convert any of such shares
 into shares of Common Stock.  Furthermore, as to any shares of Series L
 Preferred Stock called for redemption, each such holder shall have the
 right at any time prior to the close of business on the date fixed for
 redemption (unless default shall be made by the Corporation in the
 payment of the redemption price in which case such right of conversion
 shall continue uninterrupted) to convert any of such shares into shares
 of Common Stock.  The number of shares of Common Stock into which each
 share of Series L Preferred Stock shall be convertible shall be equal to
 the number arrived at by dividing $200 by the conversion price per share
 of the Common Stock fixed or determined as hereinafter provided.  Such
 conversion price shall initially be $40.00 per share, subject to the
 adjustments hereinafter provided (such price as adjusted at any time
 being hereinafter called the "Conversion Price".)

     (2)    The holder of any outstanding shares of Series L Preferred
 Stock may exercise the conversion right provided in paragraph (1) above
 as to all or any portion of the shares he holds by delivering to the
 Corporation during regular business hours, at the principal office of the
 Corporation or at such other place as may be designated in writing by the
 Corporation, the certificate or certificates for the shares to be
 converted, duly endorsed or assigned in blank or endorsed or assigned to
 the Corporation (if required by it), accompanied by (a) written notice
 stating that the holder elects to convert such shares and stating the
 name or names (with address and applicable social security or other tax
 identification number) in which the certificate or certificates for
 shares of Common Stock are to be issued and (b) in the case of conversion
 after the record date for the payment of dividends on the Series L
 Preferred Stock, as determined by the Board of Directors of the
 Corporation, but before the next Payment Date, an amount equal to the
 full dividend installment to be paid on the next Payment Date
 attributable to the shares of Series L Preferred Stock to be converted. 
 Conversion shall be deemed to have been effected on the date (the
 "Conversion Date") when such delivery is made.  As promptly as
 practicable thereafter the Corporation shall issue and deliver to or upon
 the written order of such holder, at such office or other place
<PAGE>

 designated by the Corporation, a certificate or certificates for the
 number of full shares of Common Stock to which he is entitled and a check
 or other order for the payment of cash due with respect to any fraction
 of a share, as provided in paragraph (3) below.  The person in whose name
 the certificate or certificates for shares of Common Stock are to be
 issued shall be deemed to have become a stockholder of record on the
 Conversion Date, unless the transfer books of the Corporation are closed
 on that date, in which event he shall be deemed to have become a
 stockholder of record on the next succeeding date on which the transfer
 books are open; but the Conversion Price shall be that in effect on the
 Conversion Date.

     (3)    The Corporation shall not issue any fraction of a share upon
 conversion of shares of the Series L Preferred Stock.  If more than one
 share of the Series L Preferred Stock shall be surrendered for conversion
 at any time by the same holder, the number of full shares of Common Stock
 issuable upon conversion thereof shall be computed on the basis of the
 total number of shares of Series L Preferred Stock so surrendered.  If
 any fractional interest in a share of Common Stock would be deliverable
 upon conversion, the Corporation shall make an adjustment therefor in
 cash based on the Fair Market Value, on the Conversion Date, of one share
 of Common Stock.  The "Fair Market Value" of one share of Common Stock,
 as used in this Section E shall, if the Common Stock is traded in the
 over-the-counter market, be deemed to be the mean between the asked and
 bid prices on the date the value is required to be determined, as
 reported by NASDAQ or any similar service, and if the Common Stock is
 listed and traded on a national stock exchange, be deemed to be the
 closing price of the Common Stock for such day derived from the New York
 Stock Exchange Composite Tape, or if there be no New York Stock Exchange
 Composite Tape, any similar service; provided, however, that if the
 Common Stock is not traded on such date, then the Fair Market Value shall
 be determined, in the manner hereinabove set forth, on the most recent
 preceding business day on which the Common Stock was traded.

     (4)    The issuance of Common Stock on conversion of outstanding
 shares of Series L Preferred Stock shall be made by the Corporation
 without charge for expenses or for any tax in respect of the issuance of
 such Common Stock, but the Corporation shall not be required to pay any
 tax which may be payable in respect of any transfer involved in the
 issuance and delivery of shares of Common Stock in any name other than
 that of the holder of record on the books of the Corporation of the
 outstanding shares of Series L Preferred Stock converted, and the
 Corporation shall not be required to issue or deliver any certificate for
 shares of Common Stock unless and until the person requesting the
 issuance thereof shall have paid to the Corporation the amount of such
 tax or shall have established to the satisfaction of the Corporation that
 such tax has been paid.

     (5)    The Conversion Price shall be subject to the following
 adjustments.

        (a) Whenever the Corporation shall (i) pay a dividend on its
     outstanding shares of Common Stock in shares of its Common Stock or
     subdivide or otherwise split its outstanding shares of Common Stock,
     or (ii) combine its outstanding shares of Common Stock into a smaller
     number of shares, the Conversion Price in effect at the effective date
     of the happening of such event shall be adjusted so that the holders
     of the Series L Preferred Stock, upon conversion of all thereof
     immediately following such event, would be entitled to receive the
     same aggregate number of shares of Common Stock as they would have
     been entitled to receive immediately following such event if such
     shares of Series L Preferred Stock had been converted immediately
     prior thereto, or if there is a record date in respect of such event,
     immediately prior to such record date.

        (b) In case the Corporation shall issue rights, warrants or
     options to all holders of its Common Stock entitling them (for a
     period expiring within 90 days after the record date mentioned below)
<PAGE>

     to subscribe for or purchase shares of Common Stock at a price per
     share less than the Current Market Value (as hereinafter defined) per
     share of Common Stock on the record date mentioned below, the
     Conversion Price shall be adjusted so that the same shall equal the
     price determined by multiplying the Conversion Price in effect
     immediately prior to the issuance of such rights, warrants or options
     by a fraction, the numerator of which shall be the number of shares
     of Common Stock outstanding at the close of business on the date of
     issuance of such rights, warrants or options plus the number of shares
     which the aggregate exercise price of the shares of Common Stock
     called for by all such rights, warrants or options (excluding any
     theretofore exercised) would purchase at such Current Market Value and
     the denominator of which shall be the number of shares of Common Stock
     outstanding at the close of business on the date of issuance of such
     rights, warrants or options plus the number of additional shares of
     Common Stock called for by all such rights, warrants or options
     (excluding any theretofore exercised).  Such adjustment shall be made
     whenever such rights, warrants or options are issued and shall be
     retroactively effective as of immediately after the record date for
     the determination of stockholders entitled to receive such rights,
     warrants or options.  For the purposes of this Section E(5), the
     "Current Market Value" per share of Common Stock on any date shall be
     deemed to be the average of the Fair Market Value (as defined in
     Section E(3)) of each of the 20 consecutive trading days commencing
     40 trading days before such date (a trading day being a day on which
     securities are traded in the over-the-counter market or, if the Common
     Stock is then listed on any national stock exchange, on such
     exchange).

        (c) Whenever the Corporation shall make a distribution to
     holders of Common Stock of evidences of its indebtedness or assets
     (excluding dividends and distributions paid in cash out of funds
     available for dividends in accordance with applicable law), or rights,
     warrants or options to subscribe for or purchase securities of the
     Corporation (other than those referred to in subdivision (b) of this
     paragraph (5)), the Conversion Price immediately prior to such
     distribution shall be adjusted by multiplying such Conversion Price
     by a fraction, (i) the numerator of which shall be the denominator,
     hereinbelow described, less the fair value (as conclusively determined
     in good faith by the Board of Directors of the Corporation) at the
     time of such distribution of that portion of the evidences of
     indebtedness, assets, or the rights, warrants or options, distributed
     which is applicable to one share of Common Stock, and (ii) the
     denominator of which shall be the Current Market Value per share of
     Common Stock on the next full business day after the record date fixed
     for the determination of the holders of the Common Stock entitled to
     such distribution.  Such adjustment shall be retroactively effective
     as of immediately after such record date.

     (6)    Notwithstanding any of the foregoing provisions of this
 Section E, no adjustment of the Conversion Price shall be made if the
 Corporation shall issue (i) Common Stock or rights, warrants or options
 to purchase Common Stock pursuant to one or more stock purchase plans,
 stock option plans, stock purchase contracts, incentive compensation
 plans, or other remuneration plans for employees (including officers) of
 the Corporation or its Subsidiaries adopted or approved by the Board of
 Directors of the Corporation before or after the adoption of this
 resolution or (ii) rights, warrants or options to purchase Common Stock
 or other capital stock convertible into Common Stock pursuant to one or
 more plans (the "Share Rights Plans") which in connection with certain
 acquisitions of an interest in the Corporation may permit the holders of
 such rights, warrants or options to subscribe for or to purchase shares
 of Common Stock or such other capital stock at a price per share less
 than the then Current Market Value per share of Common Stock.  The
 Corporation shall not adopt any Share Rights Plans unless in connection
 therewith the Corporation provides that the holders of Series L Preferred
 Stock will be entitled to receive substantially similar rights, warrants
 or options upon conversion of Series L Preferred Stock.
<PAGE>

     (7)    In any case in which this Section E provides that an
 adjustment of the Conversion Price shall become effective retroactively
 immediately after a record date for an event, the Corporation may defer
 until the occurrence of such event (i) issuing to the holder of any
 shares of Series L Preferred Stock converted after such record date and
 before the occurrence of such event that number of shares of Common Stock
 issuable upon such conversion that shall be in addition to the number of
 shares of Common Stock which were issuable upon such conversion
 immediately before the adjustment in the Conversion Price required in
 respect of such event, and (ii) paying to such holder any cash in lieu of
 a fractional share pursuant to this Section E.

     (8)    Anything in this Section E to the contrary notwithstanding, no
 adjustment in the Conversion Price shall be required unless such
 adjustment would require an increase or decrease of greater than one
 percent in such price; provided, however that any adjustments which by
 reason of this paragraph (8) are not required to be made shall be carried
 forward and taken into account in making subsequent adjustments.  All
 calculations under this Section E shall be made to the nearest cent.

     (9)    Whenever the Conversion Price and subsequent charges to be
 made therein are adjusted pursuant to this Section E, the Corporation
 shall (i) promptly place on file at its principal office and at the
 office of each transfer agent for the Series L Preferred Stock, if any,
 a statement, signed by the Chairman or President of the Corporation and
 by its Treasurer, showing in detail the facts requiring such adjustment
 and a computation of the adjusted Conversion Price, and shall make such
 statement available for inspection by stockholders of the Corporation,
 and (ii) cause a notice to be mailed to each holder of record of the
 outstanding shares of Series L Preferred Stock stating that such
 adjustment has been made and setting forth the adjusted Conversion Price. 
 Unless the change in the Conversion Price is caused as a result of action
 described in Section E(5)(a), the statement shall be accompanied by a
 letter from the Corporation's independent public accountants stating that
 the change has been made in accordance with the provisions of this
 Article.

     (10)   In the event of any reclassification or recapitalization of
 the outstanding shares of Common Stock (except a change in par value, or
 from par value to no par value, or subdivision or other split or
 combination of shares), or in case of any consolidation or merger to
 which the Corporation is a party, except a merger in which the
 Corporation is the surviving corporation and which does not result in any
 such reclassification or recapitalization of the outstanding Common Stock
 of the Corporation, or in case of any sale or conveyance to another
 corporation of all or substantially all of the property of the
 Corporation, effective provision shall be made by the Corporation or by
 the successor or purchasing corporation (i) that the holder of each share
 of Series L Preferred Stock then outstanding shall thereafter have the
 right to convert such share into the kind and amount of stock and other
 securities and property receivable, upon such reclassification,
 recapitalization, consolidation, merger, sale or conveyance, by a holder
 of the number of shares of Common Stock of the Corporation into which
 such share of Series L Preferred Stock might have been converted
 immediately prior thereto, and (ii) that there shall be subsequent
 adjustments of the Conversion Price which shall be equivalent, as nearly
 as practicable, to the adjustments provided for in this Section E.  The
 provisions of this paragraph (10) shall similarly apply to successive
 reclassifications, charges, consolidations, mergers, sales or
 conveyances.

     (11)   Shares of Common Stock issued on conversion of shares of
 Series L Preferred Stock shall be issued as fully paid shares and shall
 be nonassessable by the Corporation.  The Corporation shall, at all
 times, reserve and keep available for the purpose of effecting the
 conversion of the outstanding shares of Series L Preferred Stock such
 number of its duly authorized shares of Common Stock as shall be
 sufficient to effect the conversion of all outstanding shares of Series
 L Preferred Stock.
<PAGE>

     (12)   Shares of Series L Preferred Stock converted as provided
 herein shall become authorized and unissued shares of Preferred Stock
 which may be designated as shares of any other series.  No additional
 shares of Preferred Stock, however, may be classified as Series L
 Preferred Stock.

 F.  Exchange Provisions.

     (1)    The Series L Preferred Stock is exchangeable in whole only at
 the option of the Corporation on any Payment Date beginning October l,
 1989 for Debentures to be issued under the indenture, dated as of October
 24, 1986 (the "Indenture"), between the Corporation and Sovran Bank,
 N.A., as Trustee as supplemented by a First Series Supplement dated as of
 September 17, 1987.  Holders of outstanding shares of Series L Preferred
 Stock will be entitled to receive $200 principal amount of the Debentures
 in exchange for each share of Series L Preferred Stock held by them at
 the time of exchange.  At such time (the "Effective Date" of the
 exchange), the rights of the holders of Series L Preferred Stock as
 stockholders of the Corporation shall cease (except the right to receive
 on the date of exchange an amount equal to the amount of accumulated and
 unpaid dividends to the date of exchange), and the person or persons
 entitled to receive the Debentures issuable upon exchange shall be
 treated for all purposes as the registered holder or holders of such
 Debentures.  The Corporation will give written notice of its intention to
 exchange by first class mail, postage prepaid, to each holder of record
 of the Series L Preferred Stock no less than 30 nor more than 60 days
 prior to the date fixed for the exchange at his last address as shown on
 the Corporation's stock transfer records.  The notice will set forth the
 Effective Date of the exchange and the place or places where certificates
 representing shares to be exchanged shall be surrendered.  The
 Corporation will cause the Debentures to be authenticated on the
 Effective Date of the exchange.

     Upon surrender of the certificates for any share of Series L Preferred
 Stock to be exchanged in accordance with the requirements set forth in
 such notice, such shares shall be exchanged by the Corporation into
 Debentures, as stated above.  From and after the Effective Time of the
 Exchange all shares of Series L Preferred Stock shall, whether or not the
 certificates therefor shall have been surrendered for cancellation, (i)
 be deemed no longer to be outstanding for any purpose, and all rights
 with respect to such shares shall thereupon cease and terminate except
 the right to receive $200 principal amount of the Debentures in exchange
 for each share of Series L Preferred Stock and (ii) become authorized and
 unissued shares of Preferred Stock which may be designated as shares of
 any other series.  No additional shares of Preferred Stock, however, may
 be classified as Series L Preferred Stock.

     (2)    The Debentures shall bear interest at a rate of 7% per annum
 and shall be convertible at the option of the holder thereof into shares
 of Common Stock.  The number of shares of Common Stock issuable upon
 conversion of each Debenture, the redemption provisions applicable to the
 Debentures and the other terms of the Debentures, including the form
 thereof, shall be as is set forth in the Indenture.

 G.  Definitions.  For the purpose of this amendment, the word "corpo-
ration" shall be deemed to include corporations, associations, companies and
business trusts and, unless the context otherwise requires, the following
terms shall have the following meanings:

     "Capital Stock" means any capital stock of any class or series
 (however designated) of the Corporation.
<PAGE>

     "Common Stock" means the Common Stock of the Corporation ($.10 par
 value), the voting powers, rights and preferences of which are set forth
 in the Articles of Incorporation of the Corporation.

     "Conversion Date" is defined in Section E(2) hereof.

     "Conversion Price" is defined in Section E(1) hereof.

     "Current Market Value" is defined in Section E(5)(b) hereof.

     "Debentures" means the Corporation's 7% Convertible Subordinated
 Debentures due October 1, 2017 issued pursuant to the Indenture.

     "Dividends Accumulated" means with respect to any shares of Series L
 Preferred Stock, an amount equal to the dividends thereon at the dividend
 rate per annum computed from the Issuance Date to the date to which
 reference is made, whether such amount or any part thereof shall have
 been declared as dividends and whether there shall be or have been any
 funds out of which such dividends might legally be paid, less the amount
 of dividends declared and paid thereon and, if any dividends thereon have
 been declared but not paid, the amount set apart for the payment of such
 dividends.

     "Fair Market Value" is defined in Section E(3) hereof.

     "Indenture" is defined in Section F(1) hereof.

     "Issuance Date" shall mean the first date of issuance of any shares
 of Series L Preferred Stock.

     "Junior Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up of the affairs of the
 Corporation junior to Series L Preferred Stock.

     "Parity Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up the affairs of the
 Corporation equally with the Series L Preferred Stock.

     "Payment Date" is defined in Section A(1) hereof.

     "Record Date" is defined in Section A(1) hereof.

     "Subsidiary" means any corporation a majority of the outstanding
 Voting Stock of which is owned, directly or indirectly, by the
 Corporation or by one or more Subsidiaries or by the Corporation and one
 or more Subsidiaries.  For this purpose, "Voting Stock" means stock of
 any class or classes (however designated) having ordinary voting power
 for the election of a majority of the members of the board of directors
 (or other governing body) of such corporation, other than stock having
 such powers only by reason of the happening of a contingency.

     "Voting Preferred Stock" is defined in Section B(4) hereof.

<PAGE>

                                   ARTICLE X
                            SERIES M PREFERRED STOCK

 Pursuant to a resolution adopted by the Board of Directors of the
Corporation on February 9, 1989, 150,000 shares of Preferred Stock ($10 par
value) constitutes a series of Preferred Stock designated as the Series M
Cumulative Participating Preferred Stock (the "Series M Preferred Stock"),
the shares of which have the following voting powers, limitations, rights and
preferences:

 A.  Dividends and Distributions.

     (1)    The holders of shares of the Series M Preferred Stock, in
 preference to the holders of Common Stock, $.10 par value, of the
 Corporation (the "Common Stock") and of any other junior stock, shall be
 entitled to receive, if, when and as declared by the Board of Directors
 of the Corporation out of funds legally available therefor, quarterly
 dividends payable in cash on the fifteenth day (or, if not a business
 day, the preceding business day) of January, April, July and October in
 each year (each such date being referred to herein as a "Quarterly
 Dividend Payment Date"), commencing on the first Quarterly Dividend
 Payment Date after the first issuance of a share or fraction of a share
 of the Series M Preferred Stock, in an amount per share (rounded to the
 nearest cent) equal to the greater of (a) $1 or (b) subject to the
 provision for adjustment hereinafter set forth, 1,000 times the aggregate
 per share amount of all cash dividends, and 1,000 times the aggregate per
 share amount (payable in kind) 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 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
 any share or fraction of a share of the Series M Preferred Stock.  In the
 event the Corporation shall at any time after the first issuance of any
 share or fraction of a share of the Series M Preferred Stock declare or
 pay any dividend on Common Stock payable in shares of Common Stock, or
 effect a subdivision or combination or consolidation of the outstanding
 shares of Common Stock (by reclassification or otherwise than by payment
 of a dividend in shares of Common Stock) into a greater or lesser number
 of shares of Common Stock, then in each such case the amount per share to
 which holders of shares of the Series M Preferred Stock shall be entitled
 under clause (b) of the preceding sentence shall be adjusted by
 multiplying the amount per share to which holders of shares of the Series
 M Preferred Stock were entitled immediately prior to such event under
 clause (b) of the preceding sentence by a fraction the numerator of which
 is the number of shares of Common Stock outstanding immediately after
 such event and the denominator of which is the number of shares of Common
 Stock that were outstanding immediately prior to such event.

     (2)    The Corporation shall declare a dividend or distribution on
 the Series M Preferred Stock as provided in paragraph (1) of this Section
 immediately after it declares a dividend or distribution on the Common
 Stock (other than a dividend payable in shares of Common Stock); provided
 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 $1 per share on the Series M Preferred Stock shall
 nevertheless be payable on such subsequent Quarterly Dividend Payment
 Date.

     (3)    Dividends shall begin to accrue and be cumulative on
 outstanding shares of the Series M Preferred Stock from the Quarterly
<PAGE>

 Dividend Payment Date next preceding the date of issue of such shares of
 the Series M Preferred Stock, unless the date of issue of such shares is
 prior to the record date for the first Quarterly Dividend Payment Date,
 in which case dividends on such shares shall begin to accrue from the
 date of issue of such shares, or unless the date of issue is a Quarterly
 Dividend Payment Date or is a date after the record date for the
 determination of holders of shares of the Series M 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 the shares of the Series M 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 of the
 Corporation may fix a record date for the determination of holders of
 shares of the Series M Preferred Stock entitled to receive payment of a
 dividend or distribution declared thereon, which record date shall be not
 more than 60 days prior to the date fixed for the payment thereof.

 B.  Voting Rights.  The holders of shares of the Series M Preferred Stock
shall have the following voting rights:

     (1)    Subject to the provision for adjustment hereinafter set forth,
 each share of the Series M Preferred Stock shall entitle the holder
 thereof to 1,000 votes on all matters submitted to a vote of the
 shareholders of the Corporation.  In the event the Corporation shall at
 any time after the first issuance of any share or fraction of a share of
 the Series M Preferred Stock declare or pay any dividend on Common Stock
 payable in shares of Common Stock, or effect a subdivision or combination
 or consolidation of the outstanding shares of Common Stock (by
 reclassification or otherwise than by payment of a dividend in shares of
 Common Stock) into a greater or lesser number of shares of Common Stock,
 then in each such case the number of votes per share to which holders of
 shares of the Series M Preferred Stock shall be entitled shall be
 adjusted by multiplying the number of votes per share to which holders of
 shares of the Series M Preferred Stock were entitled immediately prior to
 such event by a fraction the numerator of which is the number of shares
 of Common Stock outstanding immediately after such event and the
 denominator of which is the number of shares of Common Stock that were
 outstanding immediately prior to such event.

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

     (3)    Except as set forth herein, holders of the Series M 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
 Common Stock as set forth herein) for taking any corporate action.

 C.  Certain Restrictions.

     (1)    Whenever quarterly dividends or other dividends or
 distributions payable on the Series M Preferred Stock as provided in
 Section A are in arrears, thereafter and until all accrued and unpaid
 dividends and distributions, whether or not declared, on shares of the
 Series M Preferred Stock outstanding shall have been paid in full, the
 Corporation shall not: 

        (a) declare, set apart or pay dividends on or make any other
     distributions on the Common Stock or any shares of stock ranking
     junior (either as to dividends or upon liquidation, dissolution or
     winding up) to the Series M Preferred Stock;

        (b) declare or pay dividends on or make any other distributions
     on any shares of stock ranking on a parity (either as to dividends or
     upon liquidation, dissolution or winding up) with the Series M
     Preferred Stock, except dividends paid ratably on the Series M
<PAGE>

     Preferred Stock and all such parity stock on which dividends are
     payable or in arrears in proportion to the total amounts to which the
     holders of all such shares are then entitled; or

        (c) redeem or purchase or otherwise acquire for consideration
     shares of the Series M Preferred Stock, any such parity stock or any
     stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series M Preferred Stock, or set
     aside for or pay to any sinking fund therefor.

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

 D.  Reacquired Shares.  Any shares of the Series M Preferred Stock,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof.  All
such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock, $10 par value, and may be reissued as a new series
or a part of a new series of Preferred Stock, $10 par value, to be created by
resolution or resolutions of the Board of Directors.

 E.  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 changed into other stock or
securities, cash and/or any other property, then in any such case the shares
of the Series M Preferred Stock shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
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 changed or
exchanged.  In the event the Corporation shall at any time after the first
issuance of any share of the Series M Preferred Stock declare or pay any
dividend on Common Stock payable in shares of Common Stock, or affect a
subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth
in the preceding sentence with respect to the exchange or change of shares of
the Series M Preferred Stock shall be adjusted by multiplying such amount by
a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

 F.  Liquidation, Dissolution or Winding Up.  Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made
(a) to the holders of shares of Common Stock or of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to
the Series M Preferred Stock unless, prior thereto, the holders of shares of
the Series M Preferred Stock shall have received an amount per share equal to
the greater of (i) $150,000 or (ii) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate amount to be distributed per
share to holders of Common Stock, plus in each such case an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, or (b) to the holders of stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series M Preferred Stock, except distributions made
ratably on the Series M Preferred Stock and all other such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.  In the event the
Corporation shall at any time after the first issuance of any share or
fraction of a share of the Series M Preferred Stock declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount per share to which
<PAGE>

holders of shares of the Series M Preferred Stock shall be entitled under the
provision of clause (a) of the preceding sentence shall be adjusted by
multiplying the amount per share to which holders of shares of the Series M
Preferred Stock would have been entitled immediately prior to such event
under the provision of clause (a) of the preceding sentence by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

 G.  No Redemption.  The shares of Series M Preferred Stock shall not be
redeemable.

 H.  Amendment.  The Amended and Restated Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially alter
or change the powers, preferences or special rights of the Series M Preferred
Stock so as to affect them adversely without the affirmative vote of the
holders of more than two-thirds of the outstanding shares of the Series M
Preferred Stock, voting together as a single voting group.

<PAGE>

                                   ARTICLE XI
              SERIES N $14.00 CUMULATIVE CONVERTIBLE EXCHANGEABLE
                                PREFERRED STOCK

 Pursuant to a resolution adopted by the Board of Directors of the
Corporation on December 14, 1989, 280,000 shares of Preferred Stock ($10.00
par value) constitutes a series of Preferred Stock designated as the Series
N $14.00 Cumulative Convertible Exchangeable Preferred Stock (the "Series N
Preferred Stock"), the shares of which have the following voting powers,
limitations, rights and preferences:

 A.  Dividends.

     (1)    The holders of the outstanding shares of Series N Preferred
 Stock shall be entitled to receive, if, when and as declared by the Board
 of Directors of the Corporation, out of any funds legally available
 therefor, cash dividends at the rate and payable on the dates hereinafter
 set forth.  The rate of dividends payable on the shares of Series N
 Preferred Stock shall be $14.00 per share per annum and no more. 
 Dividends shall be payable in equal quarterly installments on the first
 day of January, April, July and October of each year (the "Payment
 Dates"), commencing, in the case of any share of Series N Preferred
 Stock, on April 1, 1990.  The initial dividend payment will be computed
 at the annual rate for the period from the Issuance Date of Series N
 Preferred Stock to the first installment Payment Date.  Dividends shall
 be cumulative and accumulate on the Series N Preferred Stock from and
 after the Issuance Date.  Dividends payable on the first installment
 Payment Date following issuance and on the date fixed for any redemption
 of shares of Series N Preferred Stock pursuant to Section C hereof which
 is not a Payment Date, shall be calculated on the basis of a 360-day year
 and the actual number of days elapsed.  Dividends will be payable to
 holders of record as they appear on the stock books of the Corporation on
 such record dates as shall be fixed by the Board of Directors of the
 Corporation (the "Record Dates").

     (2)    No dividend whatsoever shall be declared or paid upon, or any
 sum set apart for the payment of dividends upon, any shares of Parity
 Stock for any dividend period unless all dividends for all past dividend
 periods have been declared and paid upon, or declared and a sufficient
 sum set apart for the payment of such dividend upon, all shares of Series
 N Preferred Stock outstanding.

     (3)    Unless full dividends (to the extent that the amount thereof
 shall have become determinable) on all outstanding shares of Series N
 Preferred Stock and any outstanding shares of Parity Stock due for all
 past dividend periods shall have been declared and paid, or declared and
 a sum sufficient for the payment thereof set apart, then, subject to the
 rights of holders of shares of previously issued series of Preferred
 Stock, (a) no dividend (other than a dividend payable solely in Junior
 Stock) shall be declared or paid upon, or any sum set apart for the
 payment of dividends upon, any shares of Junior Stock; (b) no other
 distribution shall be made upon any shares of Junior Stock; (c) no shares
 of Junior Stock shall be purchased, redeemed or otherwise acquired for
 value by the Corporation or by any Subsidiary; and (d) no monies shall be
 paid into or set apart or made available for a sinking or other like fund
 for the purchase, redemption or other acquisition for value of any shares
 of Junior Stock by the Corporation or any Subsidiary.

 B.  Voting Rights.

     (1)    Except for the voting rights expressly conferred by this
 Section B and except to the extent provided by law, the holders of shares
 of Series N Preferred Stock shall not be entitled (a) to vote on any
 matter or (b) to receive notice of, or to participate in, any meeting of
 stockholders of the Corporation at which the holders of shares of Series
 N Preferred Stock are not entitled to vote.
<PAGE>

     (2)    The approval of more than two-thirds of the votes entitled to
 be cast by the holders of the outstanding shares of the Series N
 Preferred Stock, voting as a separate voting group, shall be required for
 the adoption of any amendment to the Articles of Incorporation, or any
 bylaw, that materially adversely changes the preferences, limitations and
 rights of the Series N Preferred Stock (it being expressly stated that an
 increase in the number of Directors of the Corporation is not such an
 adverse change, provided that this statement is made as a matter of
 clarification and shall not be read as implying that in its absence such
 an increase would institute such an adverse change) or for the
 authorization of, or the increase in the authorized number of shares of,
 a class of Capital Stock other than Junior Stock and Parity Stock.  The
 approval of a majority of the votes entitled to be cast by the holders of
 the outstanding shares of Series N Preferred Stock, voting as a separate
 voting group, shall be required for authorization of, or an increase in
 the authorized number of shares of, any class of Parity Stock.  Except
 for cases covered by the two preceding sentences of this paragraph (2),
 whenever the holders of the Series N Preferred Stock are entitled under
 the Virginia Stock Corporation Act to vote as a separate voting group on
 an amendment of the Articles of Incorporation, a plan of merger, or a
 plan of share exchange, the vote required for the approval of such
 amendment shall be a majority of all votes cast on the amendment, plan of
 merger or plan of share exchange by the holders of the Series N Preferred
 Stock at a meeting at which the holders of a majority of the outstanding
 shares of Series N Preferred Stock are represented in person or by proxy.

     (3)    Whenever the holders of the Series N Preferred Stock are
 entitled under the Virginia Stock Corporation Act to vote together with
 the holders of one or more other series of Preferred Stock as a single
 voting group (including a vote of the class of Preferred Stock as a
 separate voting group) on any amendment of the Articles of Incorporation,
 plan of merger or plan of share exchange, the vote required for the
 approval of such amendment, plan of merger or plan of share exchange
 shall be a majority of all votes cast on the amendment, plan of merger or
 plan of share exchange by the holders of the shares included in such
 voting group at a meeting at which the holders of a majority of the
 outstanding shares included in such voting group are represented in
 person or by proxy; provided that if at the time of such vote there shall
 be outstanding any share of a series included in such voting group which
 under the Articles of Incorporation or otherwise under the Virginia State
 Corporation Act is not authorized as part of such voting group to approve
 the amendment, plan of merger or plan of share exchange by such majority
 vote, the vote required for its approval of such amendment, plan of
 merger or plan of share exchange shall be more than two-thirds of all the
 votes entitled to be cast by such voting group.

     (4)    The holders of the outstanding shares of Series N Preferred
 Stock shall also have the right, voting together with the holders of any
 other outstanding shares of Voting Preferred Stock (as hereinafter
 defined) as a separate voting group, to elect two members of the Board of
 Directors of the Corporation at any time six or more quarterly dividends
 on any shares of Voting Preferred Stock shall be in arrears and unpaid,
 in whole or in part, whether or not declared and whether or not any funds
 shall be or have been legally available for payment thereof.  For this
 purpose, "Voting Preferred Stock" shall mean the Series N Preferred Stock
 and each other series of Preferred Stock which shall have substantially
 similar voting rights (including voting as one voting group with other
 shares of Voting Preferred Stock) with respect to the election of
 directors upon substantially similar arrearages of dividends.  In such
 event, unless a regular meeting of the stockholders of the Corporation is
 to be held within 60 days thereof for the purpose of electing Directors,
 the Corporation shall promptly thereafter cause the number of Directors
 of the Corporation to be increased by two, and, within 30 days
 thereafter, shall call a special meeting of the holders of the
<PAGE>

 outstanding shares of Voting Preferred Stock for the purpose of electing
 such Directors to take place at the time specified in the notice of the
 meeting, to be not more than 60 days after such holders become so
 entitled to elect two Directors and not less than ten nor more than 50
 days after the date on which such notice is mailed.  If such special
 meeting shall not have been so called by the Corporation, or such regular
 meeting shall not be so held, a special meeting may be called for such
 purpose at the expense of the Corporation by the holders of not less than
 10% of the outstanding shares of any series of Voting Preferred Stock;
 and notice of any such special meeting shall be given by the person or
 persons calling the same to the holders of the outstanding shares of the
 Voting Preferred Stock by first-class mail, postage prepaid, at their
 last addresses as shall appear on the stock transfer records of the
 Corporation.  At any such special meeting the holders of the outstanding
 shares of Voting Preferred Stock, voting as a separate voting group with
 each share having one vote, shall elect two members of the Board of
 Directors of the Corporation.  If a regular meeting of the stockholders
 of the Corporation for the purpose of electing Directors is to be held
 within 60 days after the time the holders of the outstanding shares of
 Voting Preferred Stock become so entitled to elect two Directors, then
 the holders of the outstanding shares of Voting Preferred Stock shall be
 given notice thereof in the same manner as other stockholders of the
 Corporation entitled to vote thereat; and at such regular meeting, the
 holders of the outstanding shares of Voting Preferred Stock, voting as a
 separate voting group with each share having one vote, shall elect two
 members of the Board of Directors.  The right of the holders of the
 Voting Preferred Stock, voting as a separate voting group, to elect two
 members of the Board of Directors of the Corporation shall continue until
 such time as no dividends on any outstanding shares of Voting Preferred
 Stock are in arrears and unpaid, in whole or in part, at which time (i)
 the voting power of the holders of the outstanding shares of Voting
 Preferred Stock so to elect two directors shall cease, but always subject
 to the same provisions of this paragraph (4) for the vesting of such
 voting power upon the occurrence of each and every like arrearage of
 dividends, and (ii) the term of office of each member of the Board of
 Directors who was elected pursuant to this paragraph (4) shall
 automatically expire.

 C.  Redemption.

     (1)    After December 31, 1991, the Corporation may at its option
 redeem all or any portion of the outstanding shares of Series N Preferred
 Stock at a redemption price determined as follows: if redeemed during the
 twelve months' period ending September 30 of each of the following years,
 at the price per share indicated (in dollars):

 Year        Price                Year      Price 
 1992        208.40               1995      204.20
 1993        207.00               1996      202.80
 1994        205.60               1997      201.40

 and thereafter at the price of $200 per share, plus in each case
 Dividends Accumulated to the date fixed for redemption.

     (2)    In case less than all of the outstanding shares of Series N
 Preferred Stock are to be redeemed, not more than 60 days prior to the
 date fixed for redemption the Corporation shall select the shares to be
 redeemed.  The Corporation shall select by proration, by lot or otherwise
 the shares to be so redeemed among the holders thereof.  The Corporation
 shall make such adjustments, reallocations and eliminations as it shall
 deem proper by increasing or decreasing or eliminating the number of
 shares to be redeemed which would be allocable to any one holder on the
 basis of exact proration, selection by lot or any such other method of
 selection by not more than ten shares to the end that the numbers of
 shares so prorated shall be integral multiples of ten shares.  The
<PAGE>

 Corporation in its discretion may select the particular certificates (if
 there are more than one) representing shares registered in the name of a
 holder that are to be redeemed.

     (3)    Not less than 30 nor more than 60 days prior to the date fixed
 for any redemption pursuant to paragraph (1) of this Section C, notice of
 redemption shall be given by first class mail, postage prepaid, to the
 holders of record of the outstanding shares of the Series N Preferred
 Stock to be redeemed at their last addresses as shown by the
 Corporation's stock transfer records.  The notice of redemption shall set
 forth the number of shares to be redeemed, the date fixed for redemption,
 the applicable redemption price or prices (including the amount of
 Dividends Accumulated to the date fixed for the redemption), and the
 place or places where certificates representing shares to be redeemed may
 be surrendered.  In case less than all outstanding shares are to be
 redeemed, the notice of redemption shall also set forth the numbers of
 the certificates representing shares to be redeemed and, in case less
 than all shares represented by any such certificate are to be redeemed,
 the number of shares represented by such certificate to be redeemed.

     (4)    If notice of redemption of any outstanding shares of Series N
 Preferred Stock shall have been duly mailed as herein provided, on or
 before the date fixed for redemption the Corporation shall deposit in
 cash funds sufficient to pay the redemption price (including Dividends
 Accumulated to the date fixed for redemption) of such shares in trust for
 the benefit of the holders of shares to be redeemed with any bank or
 trust company in the City of Richmond, State of Virginia, or Borough of
 Manhattan, City and State of New York, having capital and surplus
 aggregating at least $50,000,000 as of the date of its most recent report
 of financial condition, named in such notice, to be applied to the
 redemption of the shares so called for redemption against surrender for
 cancellation of the certificates representing shares so redeemed.  From
 and after the time of such deposit all shares for the redemption of which
 such deposit shall have been made shall, whether or not the certificates
 therefor shall have been surrendered for cancellation, be deemed no
 longer to be outstanding for any purpose, and all rights with respect to
 such shares shall thereupon cease and determine except (i) the right to
 receive payment of the redemption price (including Dividends Accumulated
 to the date fixed for redemption), but without interest, and (ii) in the
 case of any such deposit before the date fixed for redemption, the right
 to convert such shares into shares of Common Stock, which conversion
 right shall continue to be exercisable until, but not after, the close of
 business on the date fixed for redemption.  Any interest earned on funds
 so deposited shall be paid to the Corporation from time to time.  Any
 funds so deposited and unclaimed at the end of three years from the date
 fixed for redemption shall be repaid to the Corporation free of trust,
 and the holders of the shares called for redemption who have not
 surrendered certificates representing such shares prior to such repayment
 shall be deemed to be unsecured creditors of the Corporation for the
 amount of the redemption price (including Dividends Accumulated to the
 date fixed for redemption) thereof and shall look only to the Corporation
 for payment thereof, without interest, subject to the laws of the
 Commonwealth of Virginia.

     (5)    The Corporation shall also have the right to acquire
 outstanding shares of Series N Preferred Stock otherwise than by
 redemption pursuant to paragraph (1) of this Section C from time to time
 for such consideration as may be acceptable to the holders thereof;
 provided, however, that if full dividends on all the outstanding shares
 of Series N Preferred Stock for all past dividend periods shall not have
 been declared and paid or declared and a sum sufficient for the payment
 thereof set apart, neither the Corporation nor any Subsidiary shall so
 acquire any shares of Series N Preferred Stock except in accordance with
 a purchase offer made on the same terms to all the holders of the
 outstanding shares of Series N Preferred Stock.

     (6)    Shares of Series N Preferred Stock purchased, redeemed or
 otherwise acquired by the Corporation and shares of Series N Preferred
 Stock not issued on or within 30 days after the Issuance Date shall
<PAGE>

 become authorized and unissued shares of Preferred Stock which may be
 designated as shares of any other series.  No additional shares of
 Preferred Stock, however, may be classified as Series N Preferred Stock.

 D.  Liquidation.  In the event of liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary, the
holders of the shares of the Series N Preferred Stock then outstanding shall
be entitled to be paid in cash out of the net assets of the Corporation,
including its capital, a liquidation payment of $200 per share, plus, in each
case, Dividends Accumulated to the date of payment, and no more, before any
distribution or payment shall be made to the holders of shares of Junior
Stock and, after payment to the holders of the outstanding shares of Series
N Preferred Stock and to the holders of shares of other series of Preferred
Stock and classes of other Parity Stock of the amounts to which they are
respectively entitled, the balance of such assets, if any, shall be paid to
the holders of the Common Stock according to their respective rights.  For
the purposes of the preceding sentence, neither the consolidation of the
Corporation with nor the merger of the Corporation into any other corporation
nor the sale, lease or other disposition of all or substantially all of the
Corporation's properties and assets shall, without further corporate action,
be deemed a liquidation, dissolution or winding up of the affairs of the
Corporation.  In case the net assets of the Corporation are insufficient to
pay to the holders of the outstanding shares of Series N Preferred Stock the
full amounts to which they are respectively entitled, the entire net assets
of the Corporation remaining shall be distributed ratably to the holders of
the outstanding shares of Series N Preferred Stock, other series of Preferred
Stock and classes of other Parity Stock in proportion to the full amounts to
which they are respectively entitled.

 E.  Conversion.

     (1)    Each holder of any outstanding shares of Series N Preferred
 Stock shall have the right, at any time, to convert any of such shares
 into shares of Common Stock.  Furthermore, as to any shares of Series N
 Preferred Stock called for redemption, each such holder shall have the
 right at any time prior to the close of business on the date fixed for
 redemption (unless default shall be made by the Corporation in the
 payment of the redemption price in which case such right of conversion
 shall continue uninterrupted) to convert any of such shares into shares
 of Common Stock.  The number of shares of Common Stock into which each
 share of Series N Preferred Stock shall be convertible shall be equal to
 the number arrived at by dividing $200 by the conversion price per share
 of the Common Stock fixed or determined as hereinafter provided.  Such
 conversion price shall initially be $40.00 per share, subject to the
 adjustments hereinafter provided (such price as adjusted at any time
 being hereinafter called the "Conversion Price").

     (2)    The holder of any outstanding shares of Series N Preferred
 Stock may exercise the conversion right provided in paragraph (1) above
 as to all or any portion of the shares he holds by delivering to the
 Corporation during regular business hours, at the principal office of the
 Corporation or at such other place as may be designated in writing by the
 Corporation, the certificate or certificates for the shares to be
 converted, duly endorsed or assigned in blank or endorsed or assigned to
 the Corporation (if required by it), accompanied by (a) written notice
 stating that the holder elects to convert such shares and stating the
 name or names (with address and applicable social security or other tax
 identification number) in which the certificate or certificates for
 shares of Common Stock are to be issued and (b) in the case of conversion
 after the record date for the payment of dividends on the Series N
 Preferred Stock, as determined by the Board of Directors of the
 Corporation, but before the next Payment Date, an amount equal to the
 full dividend installment to be paid on the next Payment Date
 attributable to the shares of Series N Preferred Stock to be converted. 
 Conversion shall be deemed to have been effected on the date (the
 "Conversion Date") when such delivery is made.  As promptly as
 practicable thereafter the Corporation shall issue and deliver to or upon
 the written order of such holder, at such office or other place
<PAGE>

 designated by the Corporation, a certificate or certificates for the
 number of full shares of Common Stock to which he is entitled and a check
 or other order for the payment of cash due with respect to any fraction
 of a share, as provided in paragraph (3) below.  The person in whose name
 the certificate or certificates for shares of Common Stock are to be
 issued shall be deemed to have become a stockholder of record on the
 Conversion Date, unless the transfer books of the Corporation are closed
 on that date, in which event he shall be deemed to have become a
 stockholder of record on the next succeeding date on which the transfer
 books are open; but the Conversion Price shall be that in effect on the
 Conversion Date.

     (3)    The Corporation shall not issue any fraction of a share upon
 conversion of shares of the Series N Preferred Stock.  If more than one
 share of the Series N Preferred Stock shall be surrendered for conversion
 at any time by the same holder, the number of full shares of Common Stock
 issuable upon conversion thereof shall be computed on the basis of the
 total number of shares of Series N Preferred Stock so surrendered.  If
 any fractional interest in a share of Common Stock would be deliverable
 upon conversion, the Corporation shall make an adjustment therefor in
 cash based on the Fair Market Value, on the Conversion Date, of one share
 of Common Stock.  The "Fair Market Value" of one share of Common Stock,
 as used in this Section E shall, if the Common Stock is traded in the
 over-the-counter market, be deemed to be the mean between the asked and
 bid prices on the date the value is required to be determined, as
 reported by NASDAQ or any similar service, and if the Common Stock is
 listed and traded on a national stock exchange, be deemed to be the
 closing price of the Common Stock for such day derived from the New York
 Stock Exchange Composite Tape, or if there be no New York Stock Exchange
 Composite Tape, any similar service; provided, however, that if the
 Common Stock is not traded on such date, then the Fair Market Value shall
 be determined, in the manner hereinabove set forth, on the most recent
 preceding business day on which the Common Stock was traded.

     (4)    The issuance of Common Stock on conversion of outstanding
 shares of Series N Preferred Stock shall be made by the Corporation
 without charge for expenses or for any tax in respect of the issuance of
 such Common Stock, but the Corporation shall not be required to pay any
 tax which may be payable in respect of any transfer involved in the
 issuance and delivery of shares of Common Stock in any name other than
 that of the holder of record on the books of the Corporation of the
 outstanding shares of Series N Preferred Stock converted, and the
 Corporation shall not be required to issue or deliver any certificate for
 shares of Common Stock unless and until the person requesting the
 issuance thereof shall have paid to the Corporation the amount of such
 tax or shall have established to the satisfaction of the Corporation that
 such tax has been paid.

     (5)    The Conversion Price shall be subject to the following
 adjustments.

        (a) Whenever the Corporation shall (i) pay a dividend on its
     outstanding shares of Common Stock in shares of its Common Stock or
     subdivide or otherwise split its outstanding shares of Common Stock,
     or (ii) combine its outstanding shares of Common Stock into a smaller
     number of shares, the Conversion Price in effect at the effective date
     of the happening of such event shall be adjusted so that the holders
     of the Series N Preferred Stock, upon conversion of all thereof
     immediately following such event, would be entitled to receive the
     same aggregate number of shares of Common Stock as they would have
     been entitled to receive immediately following such event if such
     shares of Series N Preferred Stock had been converted immediately
     prior thereto, or if there is a record date in respect of such event,
     immediately prior to such record date.

        (b) In case the Corporation shall issue rights, warrants or
     options to all holders of its Common Stock entitling them (for a
     period expiring within 90 days after the record date mentioned below)
<PAGE>

     to subscribe for or purchase shares of Common Stock at a price per
     share less than the Current Market Value (as hereinafter defined) per
     share of Common Stock on the record date mentioned below, the
     Conversion Price shall be adjusted so that the same shall equal the
     price determined by multiplying the Conversion Price in effect
     immediately prior to the issuance of such rights, warrants or options
     by a fraction, the numerator of which shall be the number of shares
     of Common Stock outstanding at the close of business on the date of
     issuance of such rights, warrants or options plus the number of shares
     which the aggregate exercise price of the shares of Common Stock
     called for by all such rights, warrants or options (excluding any
     theretofore exercised) would purchase at such Current Market Value and
     the denominator of which shall be the number of shares of Common Stock
     outstanding at the close of business on the date of issuance of such
     rights, warrants or options plus the number of additional shares of
     Common Stock called for by all such rights, warrants or options
     (excluding any theretofore exercised).  Such adjustment shall be made
     whenever such rights, warrants or options are issued and shall be
     retroactively effective as of immediately after the record date for
     the determination of stockholders entitled to receive such rights,
     warrants or options.  For the purposes of this Section E(5), the
     "Current Market Value" per share of Common Stock on any date shall be
     deemed to be the average of the Fair Market Value (as defined in
     Section E(3)) on each of the 20 consecutive trading days commencing
     40 trading days before such date (a trading day being a day on which
     securities are traded in the over-the-counter market or, if the Common
     Stock is then listed on any national stock exchange, on such
     exchange).

        (c) Whenever the Corporation shall make a distribution to
     holders of Common Stock of evidences of its indebtedness or assets
     (excluding dividends and distributions paid in cash out of funds
     available for dividends in accordance with applicable law), or rights,
     warrants or options to subscribe for or purchase securities of the
     Corporation (other than those referred to in subdivision (b) of this
     paragraph (5)), the Conversion Price immediately prior to such
     distribution shall be adjusted by multiplying such Conversion Price
     by a fraction, (i) the numerator of which shall be the denominator,
     hereinbelow described, less the fair value (as conclusively determined
     in good faith by the Board of Directors of the Corporation) at the
     time of such distribution of that portion of the evidences of
     indebtedness, assets, or the rights, warrants or options, distributed
     which is applicable to one share of Common Stock, and (ii) the
     denominator of which shall be the Current Market Value per share of
     Common Stock on the next full business day after the record date fixed
     for the determination of the holders of the Common Stock entitled to
     such distribution.  Such adjustment shall be retroactively effective
     as of immediately after such record date.

     (6)    Notwithstanding any of the foregoing provisions of this
 Section E, no adjustment of the Conversion Price shall be made if the
 Corporation shall issue (i) Common Stock or rights, warrants or options
 to purchase Common Stock pursuant to one or more stock purchase plans,
 stock option plans, stock purchase contracts, incentive compensation
 plans, or other remuneration plans for employees (including officers) of
 the Corporation or its Subsidiaries adopted or approved by the Board of
 Directors of the Corporation before or after the adoption of this
 resolution or (ii) rights, warrants or options to purchase Common Stock
 or other capital stock convertible into Common Stock pursuant to one or
 more plans (the "Share Rights Plans") which in connection with certain
 acquisitions of an interest in the Corporation may permit the holders of
 such rights, warrants or options to subscribe for or to purchase shares
 of Common Stock or such other capital stock at a price per share less
 than the then Current Market Value per share of Common Stock.  The
 Corporation shall not adopt any Share Rights Plans unless in connection
 therewith the Corporation provides that the holders of Series N Preferred
 Stock will be entitled to receive substantially similar rights, warrants
 or options upon conversion of Series N Preferred Stock.
<PAGE>

     (7)    In any case in which this Section E provides that an
 adjustment of the Conversion Price shall become effective retroactively
 immediately after a record date for an event, the Corporation may defer
 until the occurrence of such event (i) issuing to the holder of any
 shares of Series N Preferred Stock converted after such record date and
 before the occurrence of such event that number of shares of Common Stock
 issuable upon such conversion that shall be in addition to the number of
 shares of Common Stock which were issuable upon such conversion
 immediately before the adjustment in the Conversion Price required in
 respect of such event, and (ii) paying to such holder any cash in lieu of
 a fractional share pursuant to this Section E. 

     (8)    Anything in this Section E to the contrary notwithstanding, no
 adjustment in the Conversion Price shall be required unless such
 adjustment would require an increase or decrease of greater than one
 percent in such price; provided, however, that any adjustments which by
 reason of this paragraph (8) are not required to be made shall be carried
 forward and taken into account in making subsequent adjustments.  All
 calculations under this Section E shall be made to the nearest cent.

     (9)    Whenever the Conversion Price and subsequent changes to be
 made therein are adjusted pursuant to this Section E, the Corporation
 shall (i) promptly place on file at its principal office and at the
 office of each transfer agent for the Series N Preferred Stock, if any,
 a statement, signed by the Chairman or President of the Corporation and
 by its Treasurer, showing in detail the facts requiring such adjustment
 and a computation of the adjusted Conversion Price, and shall make such
 statement available for inspection by stockholders of the Corporation,
 and (ii) cause a notice to be mailed to each holder of record of the
 outstanding shares of Series N Preferred Stock stating that such
 adjustment has been made and setting forth the adjusted Conversion Price. 
 Unless the change in the Conversion Price is caused as a result of action
 described in Section E(5)(a), the statement shall be accompanied by a
 letter from the Corporation's independent public accountants stating that
 the change has been made in accordance with the provisions of this
 Article.

     (10)   In the event of any reclassification or recapitalization of
 the outstanding shares of Common Stock (except a change in par value, or
 from par value to no par value, or subdivision or other split or
 combination of shares), or in case of any consolidation or merger to
 which the Corporation is a party, except a merger in which the
 Corporation is the surviving corporation and which does not result in any
 such reclassification or recapitalization of the outstanding Common Stock
 of the Corporation, or in case of any sale or conveyance to another
 corporation of all or substantially all of the property of the
 Corporation, effective provision shall be made by the Corporation or by
 the successor or purchasing corporation (i) that the holder of each share
 of Series N Preferred Stock then outstanding shall thereafter have the
 right to convert such share into the kind and amount of stock and other
 securities and property receivable, upon such reclassification,
 recapitalization, consolidation, merger, sale or conveyance, by a holder
 of the number of shares of Common Stock of the Corporation into which
 such share of Series N Preferred Stock might have been converted
 immediately prior thereto, and (ii) that there shall be subsequent
 adjustments of the Conversion Price which shall be equivalent, as nearly
 as practicable, to the adjustments provided for in this Section E.  The
 provisions of this paragraph (10) shall similarly apply to successive
 reclassifications, charges, consolidations, mergers, sales or
 conveyances.

     (11)   Shares of Common Stock issued on conversion of shares of
 Series N Preferred Stock shall be issued as fully paid shares and shall
 be nonassessable by the Corporation.  The Corporation shall, at all
 times, reserve and keep available for the purpose of effecting the
 conversion of the outstanding shares of Series N Preferred Stock such
 number of its duly authorized shares of Common Stock as shall be
 sufficient to effect the conversion of all outstanding shares of Series
 N Preferred Stock.
<PAGE>

     (12)   Shares of Series N Preferred Stock converted as provided
 herein shall become authorized and unissued shares of Preferred Stock
 which may be designated as shares of any other series.  No additional
 shares of Preferred Stock, however, may be classified as Series N
 Preferred Stock.

 F.  Exchange Provisions.

     (1)    The Series N Preferred Stock is exchangeable in whole only at
 the option of the Corporation on any Payment Date after December 31,
 1991, for Debentures to be issued under the indenture, dated as of
 October 24, 1986 between the Corporation and Sovran Bank, N.A., as
 Trustee as supplemented by a First Series Supplement dated as of
 September 17, 1987 and a Second Series Supplement dated as of December 1,
 1989 (such indenture as supplemented by the First Series Supplement and
 the Second Series Supplement, the "Indenture").  Holders of outstanding
 shares of Series N Preferred Stock will be entitled to receive $200
 principal amount of the Debentures in exchange for each share of Series
 N Preferred Stock held by them at the time of exchange.  At such time
 (the "Effective Date" of the exchange), the rights of the holders of
 Series N Preferred Stock as stockholders of the Corporation shall cease
 (except the right to receive on the date of exchange an amount equal to
 the amount of accumulated and unpaid dividends to the date of exchange),
 and the person or persons entitled to receive the Debentures issuable
 upon exchange shall be treated for all purposes as the registered holder
 or holders of such Debentures.  The Corporation will give written notice
 of its intention to exchange by first class mail, postage prepaid, to
 each holder of record of the Series N Preferred Stock no less than 30 nor
 more than 60 days prior to the date fixed for the exchange at his last
 address as shown on the Corporation's stock transfer records.  The notice
 will set forth the Effective Date of the exchange and the place or places
 where certificates representing shares to be exchanged shall be
 surrendered.  The Corporation will cause the Debentures to be
 authenticated on the Effective Date of the exchange.

     Upon surrender of the certificates for any share of Series N Preferred
 Stock to be exchanged in accordance with the requirements set forth in
 such notice, such shares shall be exchanged by the Corporation into
 Debentures, as stated above.  From and after the Effective Date of the
 exchange all shares of Series N Preferred Stock shall, whether or not the
 certificates therefor shall have been surrendered for cancellation, (i)
 be deemed no longer to be outstanding for any purpose, and all rights
 with respect to such shares shall thereupon cease and terminate except
 the right to receive $200 principal amount of the Debentures in exchange
 for each share of Series N Preferred Stock and the right to received
 accumulated and unpaid dividends to the date of exchange and (ii) become
 authorized and unissued shares of Preferred Stock which may be designated
 as shares of any other series.  No additional shares of Preferred Stock,
 however, may be classified as Series N Preferred Stock.

     (2)    The Debentures shall bear interest at a rate of 7% per annum
 and shall be convertible at the option of the holder thereof into shares
 of Common Stock.  The number of shares of Common Stock issuable upon
 conversion of each Debenture, the redemption provisions applicable to the
 Debentures and the other terms of the Debentures, including the form
 thereof, shall be as is set forth in the Indenture.

 G.  Definitions.  For the purpose of this amendment, the word
"corporation" shall be deemed to include corporations, associations,
companies and business trusts and, unless the context otherwise requires, the
following terms shall have the following meanings:

     "Capital Stock" means any capital stock of any class or series
 (however designated) of the Corporation.
<PAGE>

     "Common Stock" means the Common Stock of the Corporation ($.10 par
 value), the voting powers, rights and preferences of which are set forth
 in the Articles of Incorporation of the Corporation.

     "Conversion Date" is defined in Section E(2) hereof.

     "Conversion Price" is defined in Section E(1) hereof.

     "Current Market Value" is defined in Section E(5)(b) hereof.

     "Debentures" means the Corporation's Second Series 7% Convertible
 Subordinated Debentures due October 1, 2017 issued pursuant to the
 Indenture.

     "Dividends Accumulated" means with respect to any shares of Series N
 Preferred Stock, an amount equal to the dividends thereon at the dividend
 rate per annum computed from the Issuance Date to the date to which
 reference is made, whether such amount or any part thereof shall have
 been declared as dividends and whether there shall be or have been any
 funds out of which such dividends might legally be paid, less the amount
 of dividends declared and paid thereon and, if any dividends thereon have
 been declared but not paid, the amount set apart for the payment of such
 dividends.

     "Fair Market Value" is defined in Section E(3) hereof.

     "Indenture" is defined in Section F(1) hereof.

     "Issuance Date" shall mean the first date of issuance of any shares
 of Series N Preferred Stock.

     "Junior Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up of the affairs of the
 Corporation junior to Series N Preferred Stock.

     "Parity Stock" means any Capital Stock ranking as to dividends or as
 to rights in liquidation, dissolution or winding up the affairs of the
 Corporation equally with the Series N Preferred Stock.

     "Payment Date" is defined in Section A(1) hereof.

     "Record Date" is defined in Section A(1) hereof.

     "Subsidiary" means any corporation a majority of the outstanding
 Voting Stock of which is owned, directly or indirectly, by the
 Corporation or by one or more Subsidiaries or by the Corporation and one
 or more Subsidiaries.  For this purpose, "Voting Stock" means stock of
 any class or classes (however designated) having ordinary voting power
 for the election of a majority of the members of the board of directors
 (or other governing body) of such corporation, other than stock having
 such powers only by reason of the happening of a contingency.

     "Voting Preferred Stock" is defined in Section B(4) hereof.