Exhibit 3(i)

                              Amended and Restated

                          CERTIFICATE OF INCORPORATION

                                       of

                                 HSB GROUP, INC.

                              Hartford, Connecticut



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                          CERTIFICATE OF INCORPORATION
                                       of
                                 HSB GROUP, INC.

Article I

The name of the Corporation is HSB Group, Inc.

Article II

The address of the  registered  office of the  Corporation  is One State Street,
Hartford,  Connecticut,  06102-5024.  The name of the  registered  agent at that
address is R. Kevin Price.

Article III

The nature of the business to be transacted,  and the purposes to be promoted or
carried out by the Corporation,  are to engage in any lawful act or activity for
which corporations may be formed under the Connecticut  Business Corporation Act
or any successor statute thereto.

Article IV

A.   The authorized  number of shares,  which may be increased from time to time
     when and if  authorized  by the  shareholders  shall  consist of 50,000,000
     shares of common  stock and 500,000  shares of  preferred  stock,  of which
     250,000  shares  have been  designated  as  "Series A Junior  Participating
     Preferred  Stock"  and 2,000  shares  have  been  designated  as  "Series B
     Convertible Preferred Stock".

B.   The Board of  Directors  is  authorized  to fix and  determine  the  terms,
     limitations  and relative  rights and  preferences  of the preferred  stock
     including,  without  limitation,  any voting rights thereof,  to divide and
     issue the preferred  stock in series,  to fix and determine the  variations
     among  series to the extent  permitted by law and to provide that shares of
     the preferred  stock,  or any series thereof,  may be convertible  into the
     same or a different number of shares of common stock. No shareholder  shall
     have any  preemptive  right to purchase or  subscribe  to any shares of any
     class of stock of the Corporation,  whether now or hereafter authorized, or
     to any  securities  convertible  into  shares  of any class of stock of the
     Corporation.

C.   The designations,  voting powers, preferences and relative,  participating,
     optional  and other  special  rights of the  Series A Junior  Participating
     Preferred  Stock,  and  the  qualifications,  limitations  or  restrictions
     thereof are as follows:



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     1.  Designation and Amount.

        The  shares  of such  series  shall be  designated  as  "Series A Junior
        Participating  Preferred  Stock" and the  number of shares  constituting
        such series shall be 250,000.

     2.  Dividends and Distributions.

          (a)  Subject to the prior and  superior  rights of the  holders of any
               shares  of any  series  of  Preferred  Stock  ranking  prior  and
               superior to the shares of Series A Junior Participating Preferred
               Stock with respect to dividends,  the holders of shares of Series
               A Junior  Participating  Preferred  Stock  shall be  entitled  to
               receive,  when,  as and if declared by the Board of Directors out
               of funds legally available for the purpose,  quarterly  dividends
               payable in cash on the last 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  Series A Junior  Participating
               Preferred  Stock,  in an amount per share (rounded to the nearest
               cent)  equal to the  greater of (a) $12.00 or (b)  subject to the
               provision for  adjustment  hereinafter  set forth,  200 times the
               aggregate per share amount of all cash  dividends,  and 200 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,  without par value,  of the  Corporation  (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 Series A Junior  Participating  Preferred
               Stock.  In the  event  the  Corporation  shall at any time  after
               November 28, 1988 (the "Rights Declaration Date") (i) declare any
               dividend on Common Stock payable in shares of Common Stock,  (ii)
               subdivide  the  outstanding  Common  Stock or (iii)  combine  the
               outstanding Common Stock into a smaller number of shares, then in
               each such case the amount to which  holders of shares of Series A
               Junior  Participating  Preferred Stock were entitled  immediately
               prior to such event under  clause (b) of the  preceding  sentence
               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.

         (b)   The  Corporation  shall declare a dividend or distribution on the
               Series A Junior  Participating  Preferred  Stock as  provided  in
               Paragraph 2.(a) above 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 $12.00 per share on the Series A Junior Participating
               Preferred Stock shall  nevertheless be payable on such subsequent
               Quarterly Dividend Payment Date.

          (c)  Dividends  shall begin to accrue and be cumulative on outstanding
               shares of Series A Junior Participating  Preferred Stock from the
               Quarterly  Dividend Payment Date next preceding the date of issue
               of such shares of Series A Junior  Participating  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  Series  A  Junior
               Participating  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 Series A Junior Participating Preferred Stock in an
               amount less than the total  amount of such  dividends at the time
               accrued and payable on such shares shall be allocated pro rata on
               a  share-by-share  basis  among  all  such  shares  at  the  time
               outstanding. The Board of Directors may fix a record date for the
               determination   of   holders   of   shares  of  Series  A  Junior
               Participating  Preferred  Stock entitled to receive  payment of a
               dividend or  distribution  declared  thereon,  which  record date
               shall be no more  than 30 days  prior to the date  fixed  for the
               payment thereof.

     3. Voting Rights.

          The holders of shares of Series A Junior Participating Preferred Stock
          shall have the following voting rights:

          (a)  Subject to the provision for  adjustment  hereinafter  set forth,
               each share of Series A Junior Participating Preferred Stock shall
               entitle the holder thereof to 200 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 Rights  Declaration
               Date (i) declare any dividend on Common  stock  payable in shares
               of Common Stock (ii) subdivide the  outstanding  Common Stock, or
               (iii) combine the outstanding  Common Stock into a smaller number
               of  shares,  then in each such case the number of votes per share
               to which  holders  of  shares  of  Series A Junior  Participating
               Preferred  Stock were  entitled  immediately  prior to such event
               shall be adjusted by  multiplying  such number 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.

        (b)   Except as  otherwise  provided  herein or by law,  the  holders of
              shares of Series A Junior  Participating  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.

        (c (i) If at any time dividends on any Series A Junior Participating
               Preferred Stock shall be in arrears in an amount equal to six (6)
               quarterly  dividends thereon,  the occurrence of such contingency
               shall mark the  beginning of a period  (herein  called a "default
               period")  which shall extend until such time when all accrued and
               unpaid dividends for all previous  quarterly dividend periods and
               for the current quarterly dividend period on all shares of Series
               A Junior  Participating  Preferred Stock then  outstanding  shall
               have been declared and paid or set apart for payment. During each
               default period, all holders of Preferred Stock (including holders
               of the  Series  A  Junior  Participating  Preferred  Stock)  with
               dividends  in  arrears  in an amount  equal to six (6)  quarterly
               dividends  thereon,  voting as a class,  irrespective  of series,
               shall have the right to elect two (2) Directors.

             (ii) During any default period, such voting right of the holders of
                  Series A Junior Participating Preferred Stock may be exercised
                  initially at a special meeting called pursuant to subparagraph
                  (iii) of this  Section  3.(c).  or at any  annual  meeting  of
                  shareholders,   and   thereafter   at   annual   meetings   of
                  shareholders,  provided that neither such voting right nor the
                  right of the holders of any other series of  Preferred  Stock,
                  if any, to increase,  in certain cases, the authorized  number
                  of  Directors  shall be  exercised  unless the  holders of ten
                  percent   (10%)  in  number  of  shares  of  Preferred   Stock
                  outstanding  shall be  present  in  person  or by  proxy.  The
                  absence of a quorum of the  holders of Common  Stock shall not
                  affect the exercise by the holders of Preferred  Stock of such
                  voting right. At any meeting at which the holders of Preferred
                  Stock shall  exercise  such voting right  initially  during an
                  existing default period,  they shall have the right, voting as
                  a class, to elect Directors to fill such vacancies,  if any in
                  the  Board  of  Directors  as may  then  exist  up to two  (2)
                  Directors or, if such right is exercised at an annual meeting,
                  to elect  two (2)  Directors.  If the  number  which may be so
                  elected at any special meeting does not amount to the required
                  number,  the  holders of the  Preferred  Stock  shall have the
                  right to make such  increase  in the  number of  Directors  as
                  shall be  necessary  to  permit  the  election  by them of the
                  required  number.  After the  holders of the  Preferred  Stock
                  shall have  exercised  their right to elect  Directors  in any
                  default period and during the continuance of such period,  the
                  number of Directors shall not be increased or decreased except
                  by vote of the holders of Preferred  Stock as herein  provided
                  or  pursuant  to the rights of any equity  securities  ranking
                  senior to or pari passu with the Series A Junior Participating
                  Preferred Stock.

             (iii)Unless  the  holders  of  Preferred  Stock  shall,  during  an
                  existing default period, have previously exercised their right
                  to elect  Directors,  the Board of Directors may order, or any
                  shareholder or  shareholders  owning in the aggregate not less
                  than ten  percent  (10%) of the  total  number  of  shares  of
                  Preferred  Stock  outstanding,  irrespective  of  series,  may
                  request,  the  calling  of special  meeting of the  holders of
                  Preferred  Stock,  which meeting shall  thereupon be called by
                  the  President,  a  Vice-President  or  the  Secretary  of the
                  Corporation.  Notice of such meeting and of any annual meeting
                  at which  holders  of  Preferred  Stock are  entitled  to vote
                  pursuant to this  paragraph  3(c)(iii)  shall be given to each
                  holder of record of Preferred  Stock by mailing a copy of such
                  notice to him at his last  address as the same  appears on the
                  books of the  Corporation.  Such meeting shall be called for a
                  time not earlier than 20 days and not later than 60 days after
                  such order or  request  or in  default of the  calling of such
                  meeting  within 60 days  after  such  order or  request,  such
                  meeting may be called on similar notice by any  shareholder or
                  shareholders owning in the aggregate not less than ten percent
                  (10%)  of the  total  number  of  shares  of  Preferred  Stock
                  outstanding.  Notwithstanding the provisions of this paragraph
                  3(c)(iii),  no such special meeting shall be called during the
                  period within 60 days immediately preceding the date fixed for
                  the next annual meeting of the shareholders.

             (iv) In any default period,  the holders of Common Stock, and other
                  classes  of  stock of the  Corporation  if  applicable,  shall
                  continue to be entitled to elect the whole number of Directors
                  until the  holders of  Preferred  Stock  shall have  exercised
                  their  right to elect  two (2)  Directors  voting  as a class,
                  after the exercise of which right (x) the Directors so elected
                  by the holders of  Preferred  Stock  shall  continue in office
                  until their successors shall have been elected by such holders
                  or until the  expiration  of the  default  period  and (y) any
                  vacancy in the Board of  Directors  may (except as provided in
                  paragraph  3(c)(ii)  of this  Section)  be filled by vote of a
                  majority of the remaining Directors theretofore elected by the
                  holders of the class of stock which elected the Director whose
                  office shall have become vacant.  References in this paragraph
                  3.(c) to  Directors  elected by the  holders  of a  particular
                  class  of  stock  shall  include  Directors  elected  by  such
                  Directors  to fill  vacancies as provided in clause (y) of the
                  foregoing sentence.

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

        (d)   Except  as  set  forth   herein,   holders   of  Series  A  Junior
              Participating  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.

     4. Certain Restrictions.

        (a)   Whenever  quarterly  dividends or other dividends or distributions
              payable on the Series A Junior  Participating  Preferred  Stock as
              provided  in Section 2 are in  arrears,  thereafter  and until all
              accrued and unpaid  dividends  and  distributions,  whether or not
              declared,  on shares of  Series A Junior  Participating  Preferred
              Stock  outstanding  shall have been paid in full, the  Corporation
              shall not:

              (i) declare or pay dividends on, make any other  distributions on,
                  or redeem or purchase or otherwise  acquire for  consideration
                  any shares of stock ranking  junior (either as to dividends or
                  upon  liquidation,  dissolution or winding up) to the Series A
                  Junior Participating Preferred Stock;

              (ii)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 A Junior  Participating  Preferred  Stock,  except
                  dividends  paid  ratably on the Series A Junior  Participating
                  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;

             (iii)redeem or purchase  or  otherwise  acquire  for  consideration
                  shares  of  any  stock  ranking  on a  parity  (either  as  to
                  dividends or upon liquidation, dissolution or winding up) with
                  the Series A Junior  Participating  Preferred Stock,  provided
                  that the  Corporation  may at any  time  redeem,  purchase  or
                  otherwise  acquire shares of any such parity stock in exchange
                  for  shares of any  stock of the  Corporation  ranking  junior
                  (either as to dividends or upon  dissolution,  liquidation  or
                  winding  up) to the  Series A Junior  Participating  Preferred
                  Stock;

           (iv)  purchase or otherwise  acquire for  consideration any shares of
                 Series A Junior Participating Preferred Stock, or any shares of
                 stock   ranking   on  a  parity   with  the   Series  A  Junior
                 Participating  Preferred  Stock,  except in  accordance  with a
                 purchase offer made in writing or by publication (as determined
                 by the Board of  Directors)  to all holders of such shares upon
                 such terms as the Board of Directors,  after  consideration  of
                 the respective  annual dividend rates and other relative rights
                 and  preferences  of the respective  series and classes,  shall
                 determine  in good  faith  will  result  in fair and  equitable
                 treatment among the respective series or classes.

       (b)    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  (a) of this Section 4,  purchase or  otherwise  acquire
              such shares at such time and in such manner.

     5.  Reacquired Shares.

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

    6.  Liquidation, Dissolution or Winding Up.

          (a)  Upon any  liquidation  (voluntary or  otherwise),  dissolution or
               winding up of the Corporation,  no distribution  shall be made to
               the  holders  of shares of stock  ranking  junior  (either  as to
               dividends or upon liquidation,  dissolution or winding up) to the
               Series A  Junior  Participating  Preferred  Stock  unless,  prior
               thereto,  the holders of shares of Series A Junior  Participating
               Preferred  Stock  shall have  received  $200 per  share,  plus an
               amount equal to accrued and unpaid  dividends  and  distributions
               thereon,  whether or not  declared,  to the date of such  payment
               (the "Series A Liquidation Preference"). Following the payment of
               the full  amount  of the  Series  A  Liquidation  Preference,  no
               additional  distributions  shall be made to the holders of shares
               of Series A Junior  Participating  Preferred Stock unless,  prior
               thereto,  the  holders  of  shares  of Common  Stock  shall  have
               received an amount per share (the "Common  Adjustment")  equal to
               the quotient  obtained by dividing  (i) the Series A  Liquidation
               Preference by (ii) 200 (as appropriately adjusted as set forth in
               paragraph  6(c) below to  reflect  such  events as stock  splits,
               stock dividends and recapitalizations  with respect to the Common
               Stock)  (such number in clause (ii),  the  "Adjustment  Number").
               Following  the  payment  of  the  full  amount  of the  Series  A
               Liquidation  Preference  and the Common  Adjustment in respect of
               all outstanding shares of Series A Junior Participating Preferred
               Stock and Common Stock, respectively,  holders of Series A Junior
               Participating  Preferred  Stock and  holders  of shares of Common
               Stock shall receive their ratable and proportionate  share of the
               remaining assets to be distributed in the ratio of the Adjustment
               Number to 1 with  respect  to such  Preferred  Stock  and  Common
               Stock, on a per share basis, respectively.

       (b)   In  the  event,  however  that  there  are  not  sufficient  assets
             available  to permit  payment in full of the  Series A  Liquidation
             Preference and the  liquidation  preferences of all other series of
             preferred  stock if any,  which rank on a parity  with the Series A
             Junior  Participating  Preferred Stock,  then such remaining assets
             shall be  distributed  ratably to the holders of such parity shares
             in proportion to their respective liquidation  preferences.  In the
             event,  however,  that there are not sufficient assets available to
             permit payment in full of the Common Adjustment then such remaining
             assets shall be distributed ratably to the holders of Common Stock.

       (c)   In the event the  Corporation  shall at any time  after the  Rights
             Declaration  Date (i) declare any dividend on Common Stock  payable
             in shares of Common Stock,  (ii) subdivide the  outstanding  Common
             Stock or (iii) combine the outstanding  Common Stock into a smaller
             number of shares,  then in each such case the Adjustment  Number in
             effect  immediately  prior  to such  event  shall  be  adjusted  by
             multiplying  such Adjustment  Number 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.

    7.  Consolidation, Merger, etc.

        In case the  Corporation  shall  enter into any  consolidation,  merger,
        combination or other transaction in which the shares of Common Stock are
        exchanged for or changed into other stock or securities, cash and/or any
        other  property,  then in any such  case the  shares  of Series A Junior
        Participating  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 200 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 Rights  Declaration  Date (i)  declare  any  dividend  on
        Common  Stock  payable in shares of Common  Stock,  (ii)  subdivide  the
        outstanding  Common Stock or (iii) combine the outstanding  Common Stock
        into a smaller  number of shares,  then in each such case the amount set
        forth in the  preceding  sentence with respect to the exchange or change
        of shares  of Series A Junior  Participating  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.

    8.  Optional Redemption.

          (a)  The Corporation  shall have the option to redeem the whole or any
               part of the Series A Junior Participating  Preferred Stock at any
               time at a redemption price equal to, subject to the provision for
               adjustment  hereinafter  set forth,  200 times the  "current  per
               share  market  price"  of the  Common  Stock  on the  date of the
               mailing  of  the  notice  of  redemption,  together  with  unpaid
               accumulated  dividends  to the  date of such  redemption.  In the
               event  the  Corporation  shall  at  any  time  after  the  Rights
               Declaration Date (i) declare any dividend on Common Stock payable
               in shares of Common Stock, (ii) subdivide the outstanding  Common
               Stock,  (iii) combine the outstanding Common Stock into a smaller
               number of shares or (iv) issue any shares by  reclassification of
               its shares of Common Stock,  then in each such case the amount to
               which  holders  of  shares  of  Series  A  Junior   Participating
               Preferred Stock shall be otherwise entitled  immediately prior to
               such event  under the  immediately  preceding  sentence  shall be
               adjusted by  multiplying  such amount by a fraction the numerator
               of  which  shall  be  the  number  of  shares  of  Common   Stock
               outstanding  immediately  after such event and the denominator of
               which  shall be the  number of shares of Common  Stock that shall
               have  been  outstanding  immediately  prior  to such  event.  The
               "current per share  market  price" on any date shall be deemed to
               be the  average of the  closing  prices per share of such  Common
               Stock  for the 10  consecutive  Trading  Days  (as  such  term is
               hereinafter  defined) immediately prior to such date. The closing
               price for each day shall be the last sale price, regular way, or,
               in case no such sale shall take place on such day, the average of
               the closing bid and asked prices,  regular way, in either case as
               reported  in the  principal  consolidated  transaction  reporting
               system with respect to  securities  listed or admitted to trading
               on the New York Stock  Exchange or, if the Common Stock shall not
               be listed or admitted to trading on the New York Stock  Exchange,
               as reported in the principal  consolidated  transaction reporting
               system with respect to  securities  listed or admitted to trading
               on the principal national securities exchange on which the Common
               Stock  shall not be  listed or  admitted  to  trading  or, if the
               Common  Stock  shall not be listed or  admitted to trading on any
               national securities exchange, the last quoted price or, if not so
               quoted the  average  of the high bid and low asked  prices in the
               over-the-counter  market, as reported by the National Association
               of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
               or such  other  system  then in use or,  if on any such  date the
               Common  Stock shall not be quoted by any such  organization,  the
               average of the closing  bid and asked  prices as  furnished  by a
               professional  market  maker  making a market in the Common  Stock
               selected by the Board of Directors of the Corporation. If on such
               date no such market  maker shall be making a market in the Common
               Stock,  the  fair  value  of the  Common  Stock  on such  date as
               determined  in  good  faith  by the  Board  of  Directors  of the
               Corporation  shall be used.  The term  "Trading Day" shall mean a
               day on which the principal national  securities exchange on which
               the Common Stock shall be listed or admitted to trading  shall be
               open for the  transaction  of  business  or, if the Common  Stock
               shall  not be listed  or  admitted  to  trading  on any  national
               securities exchange, a Monday,  Tuesday,  Wednesday,  Thursday or
               Friday  on which  banking  institutions  in the State of New York
               shall not be authorized or obligated by law or executive order to
               close.

        (b)    Notice of any such  redemption  shall be given by  mailing to the
               holders of the Series A Junior  Participating  Preferred  Stock a
               notice of such redemption, first class postage prepaid, not later
               than the  thirtieth  day and not  earlier  than the  sixtieth-day
               before the date fixed for  redemption,  at their last  address as
               the same  shall  appear  upon the books of the  Corporation.  Any
               notice which shall be mailed in the manner herein  provided shall
               be conclusively  presumed to have been duly given, whether or not
               the stockholder shall have received such notice, and failure duly
               to give such notice by mail, or any defect in such notice, to any
               holder of Series A Junior Participating Preferred Stock shall not
               affect the validity of the proceedings for the redemption of such
               Series A Junior Participating Preferred Stock.

        (c)    If less than all the  outstanding  shares of the  Series A Junior
               Participating   Preferred   Stock  are  to  be  redeemed  by  the
               Corporation,  the  number  of  shares  to be  redeemed  shall  be
               determined  by the  Board  of  Directors  and  the  shares  to be
               redeemed  shall be  determined by lot or pro rata or in such fair
               and equitable  other manner as may be prescribed by resolution of
               the Board of Directors.

        (d)    The  notice  of  redemption  to each  holder  of  Series A Junior
               Participating  Preferred  Stock  shall  specify (a) the number of
               shares of Series A Junior  Participating  Preferred Stock of such
               holder to be redeemed, (b) the date fixed for redemption, (c) the
               redemption  price and (d) the place of payment of the  redemption
               price.

          (e)  If any such notice of redemption shall have been duly given or if
               the  corporation  shall have  given to the bank or trust  company
               hereinafter   referred  to  irrevocable   written   authorization
               promptly to give or complete such notice, and if on or before the
               redemption  date specified  therein the funds  necessary for such
               redemption  shall have been deposited by the Corporation with the
               bank or trust company  designated in such notice,  doing business
               in the United States of America and having a capital, surplus and
               undivided profits  aggregating at least $25,000,000  according to
               its last  published  statement  of  condition,  in trust  for the
               benefit of the holders of Series A Junior Participating Preferred
               Stock  called  for  redemption,  then,  notwithstanding  that any
               certificate  for such shares so called for  redemption  shall not
               have been surrendered for  cancellation,  from and after the time
               of such deposit all such shares  called for  redemption  shall no
               longer be deemed  outstanding,  all rights  with  respect to such
               shares shall no longer be deemed  outstanding and all rights with
               respect  to such  shares  shall  forthwith  cease and  terminate,
               except the right of the holders thereof to receive from such bank
               or trust  company at any time after the time of such  deposit the
               funds so deposited,  without interest,  the right to exercise, up
               to the close of  business  on the fifth day before the date fixed
               for redemption,  all privileges of conversion or exchange if any.
               In case less than all the shares  represented by any  surrendered
               certificate shall be redeemed,  a new certificate shall be issued
               representing the unredeemed  shares. Any interest accrued on such
               funds so deposited shall be paid to the Corporation  from time to
               time.  Any funds so  deposited  and  unclaimed  at the end of six
               years  from  such   redemption   date  shall  be  repaid  to  the
               Corporation, after which the holders of shares of Series A Junior
               Participating  Preferred  Stock called for redemption  shall look
               only to the Corporation for payment thereof;  provided,  however,
               that any  funds so  deposited  which  shall not be  required  for
               redemption because of the exercise of any privilege of conversion
               or exchange  subsequent to the date of deposit shall be repaid to
               the Corporation forthwith.

     9.  Ranking.

         The Series A Junior Participating  Preferred Stock shall rank junior to
         all other series of the Corporation's Preferred Stock as to the payment
         of dividends and the  distribution  of assets,  unless the terms of any
         such series shall provide otherwise.

    10.  Amendment.

         The Articles of Incorporation  of the Corporation  shall not be further
         amended  in any  manner  which  would  materially  alter or change  the
         powers,   preferences   or  special  rights  of  the  Series  A  Junior
         Participating  Preferred  Stock so as to affect them adversely  without
         the  affirmative  vote of the  holders  of at least a  majority  of the
         outstanding  shares of Series A Junior  Participating  Preferred Stock,
         voting separately as a class.

D.   The designations,  voting powers, preferences and relative,  participating,
     optional and other  special  rights of the Series B  Convertible  Preferred
     Stock, and the qualifications,  limitations or restrictions  thereof are as
     follows:

     1.  Number of Shares and Designations.

         Two thousand (2,000) shares of the Preferred Stock,  without par value,
         of the Corporation  are  constituted as a series thereof  designated as
         Series B Convertible Preferred Stock (the "Series B Preferred Stock").

     2.  Definitions.

         For purposes of the Series B Preferred Stock, the following terms shall
have the meanings indicated:

          (a)  "Accrued  Dividends"  shall have the meaning set forth in Section
               4(a) below.

          (b)  "Articles   of   Incorporation"   shall  mean  the   Articles  of
               Incorporation of the Corporation, as amended from time to time.

         (c)   "Board of  Directors"  shall mean the board of  directors  of the
               Corporation  or  any  committee   authorized  by  such  board  of
               directors to perform any of its responsibilities  with respect to
               the Series B Preferred Stock.

         (d)   "Business  Day" shall mean any day other than a Saturday,  Sunday
               or  a  day  on  which  state  or  federally   chartered   banking
               institutions in New York, New York are not required to be open.

          (e)  "Call  Event"  shall  mean  the  consummation  of  a  transaction
               pursuant to Section 2.2 of the Transaction Agreement.

          (f)  "Common  Stock" shall mean the common  stock of the  Corporation,
               without par value.

          (g)  "Constituent  Person" shall have the meaning set forth in Section
               8(e) below.

          (h)  "Conversion  Price" shall mean the conversion  price per share of
               Common   Stock  for  which  the  Series  B  Preferred   Stock  is
               convertible, as such Conversion Price may be adjusted pursuant to
               Section 8 below. The initial conversion price will be $ 50.20.

          (i)  "Current  Market Price" of publicly traded shares of Common Stock
               or any other  class of  capital  stock or other  security  of the
               Corporation  or any other  issuer for any day shall mean the last
               reported  sales  price,  regular way on such day,  or, if no sale
               takes place on such day, the average of the reported  closing bid
               and asked  prices on such day,  regular  way,  in either  case as
               reported  on the New York Stock  Exchange  Composite  Tape or, if
               such  security is not listed or  admitted  for trading on the New
               York  Stock  Exchange   ("NYSE"),   on  the  principal   national
               securities  exchange on which such security is listed or admitted
               for  trading  or, if not listed or  admitted  for  trading on any
               national  securities  exchange,  on the National Market System of
               the National  Association of Securities  Dealers,  Inc. Automated
               Quotations  System  ("NASDAQ") or, if such security is not quoted
               on such National  Market  System,  the average of the closing bid
               and asked  prices on such day in the  over-the-counter  market as
               reported by NASDAQ or, if bid and asked prices for such  security
               on such day shall  not have been  reported  through  NASDAQ,  the
               average of the bid and asked  prices on such day as  furnished by
               any NYSE member firm  regularly  making a market in such security
               selected for such purpose by the Board of Directors.

         (j)   "Dividend  Payment  Date"  shall  mean the last  business  day of
               January,  April, July and October in each year, commencing on the
               last business day of January,  1997, provided,  however,  that if
               any Dividend  Payment Date falls on any day other than a Business
               Day, the dividend payment due on such Dividend Payment Date shall
               be paid on the Business Day  immediately  following such Dividend
               Payment Date.

         (k)   "Dividend   Periods"  shall  mean  quarterly   dividend   periods
               commencing on the last business day of January,  April,  July and
               October  of  each  year  and  ending  on and  including  the  day
               preceding the first day of the next  succeeding  Dividend  Period
               (other than the initial Dividend Period,  which shall commence on
               the Issue Date and end on and include January 30, 1997).

         (l)   "Fair Market  Value" shall mean the average of the daily  Current
               Market  Prices of a share of  Common  Stock  during  the five (5)
               consecutive  Trading Days selected by the Corporation  commencing
               not more than 20 Trading Days before,  and ending not later than,
               the  earlier of the day in  question  and the day before the "ex"
               date with respect to the issuance or distribution  requiring such
               computation.  The term "'ex' date," when used with respect to any
               issuance or distribution, means the first day on which the Common
               Stock  trades  regular  way,  without  the right to receive  such
               issuance or  distribution,  on the exchange or in the market,  as
               the case may be,  used to  determine  that day's  Current  Market
               Price.

          (m)  "Issue  Date" shall mean the first date on which shares of Series
               B Preferred Stock are issued and sold.

          (n)  "Junior  Stock"  shall  mean  the  Common  Stock,  the  Series  A
               Preferred  Stock and any  other  class or series of shares of the
               Corporation   over  which  the  Series  B  Preferred   Stock  has
               preference  or  priority in the  payment of  dividends  or in the
               distribution of assets on any liquidation, dissolution or winding
               up of the Corporation.

          (o)  "Liquidation  Preference"  shall  have the  meaning  set forth in
               Section 4(a) below.

          (p)  "non-electing  share" shall have the meaning set forth in Section
               8(e) below.

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

          (r)  "Put Event" shall mean the consummation of a transaction pursuant
               to Section 2.3 of the Transaction Agreement.

          (s)  "Redemption  Date"  shall have the  meaning  set forth in Section
               5(b) below.

          (t)  "Rights"  shall  mean the  rights  of the  Corporation  which are
               issuable under the  Corporation's  Rights  Agreement  dated as of
               November 28, 1988, and as amended from time to time, or rights to
               purchase any capital stock of the Corporation under any successor
               shareholder  rights plan or plans adopted in  replacement  of the
               Corporation's Rights Agreement.

          (u)  "Securities"  shall have the meaning set forth in Section 8(d)(3)
               below.

          (v)  "Series A  Preferred  Stock"  shall mean the series of  Preferred
               Stock of the Corporation,  without par value, designated Series A
               Junior Participating Preferred Stock.

          (w)  "Series B  Preferred  Stock"  shall have the meaning set forth in
               Section 1 above.

          (x)  "set apart for payment"  shall be deemed to include,  without any
               action other than the following, the recording by the Corporation
               in its accounting  ledgers of any accounting or bookkeeping entry
               which indicates,  pursuant to a declaration of dividends or other
               distribution  by the Board of Directors,  the allocation of funds
               to be so paid on any  series  or  class of  capital  stock of the
               Corporation;  provided,  however, that if any funds for any class
               or series of Junior Stock or any class or series of stock ranking
               on a parity with the Series B  Preferred  Stock as to the payment
               of dividends are placed in a separate  account of the Corporation
               or delivered to a disbursing, paying or other similar agent, then
               "set apart for  payment"  with  respect to the Series B Preferred
               Stock  shall mean  placing  such  funds in a separate  account or
               delivering  such funds to a  disbursing,  paying or other similar
               agent.

          (y)  "Stated  Value"  shall have the meaning set forth in Section 4(a)
               below.

          (z)  "Trading  Day"  shall  mean any day on which  the  securities  in
               question are traded on the NYSE,  or if such  securities  are not
               listed or  admitted  for  trading on the NYSE,  on the  principal
               national  securities exchange on which such securities are listed
               or  admitted,  or if not listed or  admitted  for  trading on any
               national  securities  exchange,  on the National Market System of
               the NASDAQ, or if such securities are not quoted on such National
               Market System,  in the applicable  securities market in which the
               securities are traded.

          (aa) "Transaction"  shall have the meaning set forth in Section D.8(e)
               hereof.

          (bb) "Transaction  Agreement"  shall  mean  that  certain  Transaction
               Agreement,  dated as of  December  30,  1994,  by and  among  the
               Corporation and General Reinsurance Corporation.

          (cc) "Transfer  Agent" means The First National Bank of Boston or such
               other agent or agents of the  Corporation as may be designated by
               the Board of  Directors  as the  transfer  agent for the Series B
               Preferred Stock.

     3.  Dividends.

          (a)  The  holders of shares of the Series B  Preferred  Stock shall be
               entitled  to  receive,  when,  as and if declared by the Board of
               Directors  out of  assets  legally  available  for that  purpose,
               dividends payable in cash at the rate per annum of $650 per share
               of Series B Preferred  Stock.  Such dividends shall be cumulative
               from the Issue  Date,  whether or not in any  Dividend  Period or
               Periods  there  shall  be  assets  of  the  Corporation   legally
               available for the payment of such dividends, and shall be payable
               quarterly, when, as and if declared by the Board of Directors, in
               arrears on  Dividend  Payment  Dates,  commencing  on January 31,
               1997.  Each such  dividend  shall be  payable  in  arrears to the
               holders of record of shares of the Series B Preferred  Stock,  as
               they appear on the stock records of the  Corporation at the close
               of business on such record dates, which shall not be more than 60
               days nor less than 10 days  preceding the payment dates  thereof,
               as shall be fixed by the Board of Directors or a duly  authorized
               committee  thereof.  Accrued  and unpaid  dividends  for any past
               Dividend  Periods may be declared  and paid at any time,  without
               reference to any Dividend  Payment  Date, to holders of record on
               such date,  not  exceeding  45 days  preceding  the payment  date
               thereof, as may be fixed by the Board of Directors.

        (b)    The amount of dividends payable for each full Dividend Period for
               the Series B Preferred  Stock  shall be computed by dividing  the
               annual dividend rate by four. The amount of dividends payable for
               the  initial  Dividend  Period,  or any other  period  shorter or
               longer  than a full  Dividend  Period,  on the Series B Preferred
               Stock shall be computed on the basis of twelve  30-day months and
               a 360-day  year.  Holders of shares of Series B  Preferred  Stock
               shall not be entitled to any dividends,  whether payable in cash,
               property or stock, in excess of cumulative  dividends,  as herein
               provided, on the Series B Preferred Stock. No interest, or sum of
               money in lieu of  interest,  shall be  payable  in respect of any
               dividend payment or payments on the Series B Preferred Stock that
               may be in arrears.

               (c)  So long as any  shares of the Series B  Preferred  Stock are
                    outstanding,  no dividends,  except as described in the next
                    succeeding sentence,  shall be declared or paid or set apart
                    for  payment  on  any  class  or  series  of  stock  of  the
                    Corporation   ranking,   as   to   dividends   and   amounts
                    distributable  upon liquidation,  dissolution or winding up,
                    on a parity  with  the  Series B  Preferred  Stock,  for any
                    period  unless  full  cumulative   dividends  have  been  or
                    contemporaneously  are  declared  and paid or declared and a
                    sum  sufficient  for the payment  thereof set apart for such
                    payment on the  Series B  Preferred  Stock for all  Dividend
                    Periods  terminating  on or prior to the date of  payment of
                    the dividend on such class or series of parity  stock.  When
                    dividends are not paid in full or a sum  sufficient for such
                    payment  is not  set  apart,  as  aforesaid,  all  dividends
                    declared upon shares of the Series B Preferred Stock and all
                    dividends  declared  upon any other class or series of stock
                    ranking on a parity as to dividends and amount distributable
                    upon  liquidation,   dissolution  or  winding  up  shall  be
                    declared ratably in proportion to the respective  amounts of
                    dividends  accumulated  and unpaid on the Series B Preferred
                    Stock and accumulated and unpaid on such parity stock.

               (d)  So long as any  shares of the Series B  Preferred  Stock are
                    outstanding,  no  dividends  (other  than (i) the Rights and
                    (ii)  dividends  or  distributions  paid in  shares  of,  or
                    options,  warrants  or rights to  subscribe  for or purchase
                    shares of,  Junior  Stock)  shall be declared or paid or set
                    apart for  payment or other  distribution  declared  or made
                    upon Junior Stock,  nor shall any Junior Stock or any series
                    of stock of the  Corporation  ranking,  as to dividends  and
                    amounts  distributable  upon  liquidation,   dissolution  or
                    winding up, on a parity  with  Series B  Preferred  Stock be
                    redeemed,  purchased  or  otherwise  acquired  (other than a
                    redemption,  purchase  or other  acquisition  of  shares  of
                    Common Stock made for  purposes of an employee  incentive or
                    benefit plan of the  Corporation or any  subsidiary) for any
                    consideration  (or any  moneys be paid to or made  available
                    for a sinking fund for the  redemption  of any shares of any
                    such  stock)  by the  Corporation,  directly  or  indirectly
                    (except by  conversion  into or exchange for Junior  Stock),
                    unless in each  case the full  cumulative  dividends  on all
                    outstanding  shares of the Series B Preferred  Stock and any
                    other stock of the Corporation  ranking on a parity with the
                    Series  B  Preferred  Stock,  as to  dividends  and  amounts
                    distributable  upon  liquidation,  dissolution or winding up
                    shall have been paid or set apart for  payment  for all past
                    Dividend  Periods  with  respect to the  Series B  Preferred
                    Stock and all past  dividend  periods  with  respect to such
                    parity stock.

     4.  Payments upon Liquidation.

               (a)  In the event of any  liquidation,  dissolution or winding up
                    of the Corporation before any payment or distribution of the
                    assets of the Corporation (whether capital or surplus) shall
                    be made to or set apart for the holders of Junior Stock, the
                    holders of the shares of Series B  Preferred  Stock shall be
                    entitled to receive Ten Thousand Dollars ($10,000) per share
                    of Series B Preferred  Stock (the  "Stated  Value")  plus an
                    amount  equal to all  dividends  (whether  or not  earned or
                    declared) accrued and unpaid thereon  ("Accrued  Dividends")
                    to the  date of  final  distribution  to such  holders  (the
                    "Liquidation  Preference");  but such  holders  shall not be
                    entitled to any further  payment.  If, upon any liquidation,
                    dissolution or winding up of the Corporation,  the assets of
                    the Corporation,  or proceeds thereof,  distributable  among
                    the holders of the shares of Series B Preferred  Stock shall
                    be insufficient  to pay in full the Liquidation  Preference,
                    and the  liquidation  preference  on all other shares of any
                    class  or  series  of stock  ranking,  as to  dividends  and
                    amounts  distributable  upon  liquidation,   dissolution  or
                    winding up, on a parity  with the Series B Preferred  Stock,
                    then  such  assets,  or  the  proceeds  thereof,   shall  be
                    distributed   among  the  holders  of  shares  of  Series  B
                    Preferred  Stock and any such other parity stock  ratably in
                    accordance with the respective amounts that would be payable
                    on such  shares  of  Series B  Preferred  Stock and any such
                    other  stock if all  amounts  payable  thereon  were paid in
                    full.   For  the   purposes   of  this   Section  4,  (i)  a
                    consolidation  or merger of the Corporation with one or more
                    corporations,   or  (ii)  a  sale  or  transfer  of  all  or
                    substantially all of the Corporation's  assets, shall not be
                    deemed  to be a  liquidation,  dissolution  or  winding  up,
                    voluntary or involuntary, of the Corporation.

               (b)  Subject to the rights of the holders of shares of any series
                    or class or  classes of stock  ranking  on a parity  with or
                    prior to the Series B Preferred  Stock as to  dividends  and
                    amounts  distributable  upon  liquidation,   dissolution  or
                    winding up of the Corporation, after payment shall have been
                    made to the holders of the Series B Preferred  Stock, as and
                    to the fullest extent  provided in this Section 4, any other
                    series or class or classes of Junior Stock shall, subject to
                    the  respective  terms  and  provisions  (if  any)  applying
                    thereto, be entitled to receive any and all assets remaining
                    to be paid or  distributed,  and the holders of the Series B
                    Preferred Stock shall not be entitled to share therein.

     5. Redemption at the Option of the Corporation.

        (a)   The shares of Series B Preferred  Stock shall be redeemable at the
              option of the Corporation by resolution of its Board of Directors,
              in whole (i) at any time on or after the fifth  anniversary of the
              Issue Date or (ii) if on the date of a notice  pursuant to Section
              5(b) below,  the Current  Market  Price of all Common  Stock which
              would be issuable  upon  conversion  of all of the 2,000 shares of
              Preferred  Stock  originally  issued,  as of any date  within  ten
              Business Days prior to such notice date,  exceeded $22 million. In
              either case,  such redemption  shall be at the Stated Value,  plus
              all  dividends  accrued  and  unpaid  on the  shares  of  Series B
              Preferred  Stock up to the date  fixed  for the  redemption,  upon
              giving notice as provided hereinbelow.

        (b)   At least 90 days  prior to the date  fixed for the  redemption  of
              shares of Series B  Preferred  Stock,  a written  notice  shall be
              mailed in a postage  prepaid  envelope to each holder of record of
              the shares of Series B Preferred  Stock to be redeemed,  addressed
              to such holder at his post office  address as shown on the records
              of the  Corporation,  notifying such holder of the election of the
              corporation  to redeem  such  shares,  stating  the date fixed for
              redemption thereof (the "Redemption  Date"), and calling upon such
              holder to surrender to the Corporation,  on the Redemption Date at
              the  place   designated  in  such  notice,   his   certificate  or
              certificates  representing  the number of shares specified in such
              notice of redemption.

              On or after the Redemption Date, each holder of shares of Series B
              Preferred  Stock to be redeemed  shall  present and  surrender his
              certificate or certificates  for such shares to the Corporation at
              the place  designated in such notice and thereupon the  redemption
              price  of such  shares  shall  be paid to or on the  order  of the
              person whose name appears on such  certificate or  certificates as
              the  owner  thereof  and  each  surrendered  certificate  shall be
              canceled. In case less than all the shares represented by any such
              certificate  are  redeemed,  a new  certificate  shall  be  issued
              representing the unredeemed shares.

              From and after the Redemption  Date (unless  default shall be made
              by the  Corporation  in  payment  of the  redemption  price),  all
              dividends on the shares of Series B Preferred Stock designated for
              redemption in such notice shall cease to accrue, and all rights of
              the holders thereof as stockholders of the Corporation, except the
              right to receive the  redemption  price of such shares  (including
              all accrued and unpaid  dividends up to the Redemption  Date) upon
              the surrender of certificates  representing  the same, shall cease
              and terminate and such shares shall not  thereafter be transferred
              (except with the consent of the  Corporation)  on the books of the
              Corporation, and such shares shall not be deemed to be outstanding
              for any purpose  whatsoever.  At its  election,  the  Corporation,
              prior to the Redemption  Date,  may deposit the  redemption  price
              (including  all accrued and unpaid  dividends up to the Redemption
              Date)  of  shares  of  Series B  Preferred  Stock  so  called  for
              redemption  in trust for the holders  thereof with a bank or trust
              company   (having  a  capital   surplus  and   undivided   profits
              aggregating   not  less  than   $50,000,000)  in  the  Borough  of
              Manhattan,  City and  State of New York,  or in any other  city in
              which the Corporation at the time shall maintain a transfer agency
              with respect to such shares, in which case the aforesaid notice to
              holders of shares of Series B Preferred Stock to be redeemed shall
              state the date of such  deposit,  shall specify the office of such
              bank or trust  company as the place of  payment of the  redemption
              price,   and  shall  call  upon  such  holders  to  surrender  the
              certificates  representing  such  shares at such place on or after
              the date fixed in such redemption notice (which shall not be later
              than the Redemption  Date) against payment of the redemption price
              (including  all accrued and unpaid  dividends up to the Redemption
              Date).  Any  interest  accrued on such funds  shall be paid to the
              Corporation from time to time. Any moneys so deposited which shall
              remain  unclaimed  by the  holders  of such  shares  of  Series  B
              Preferred  Stock at the end of two years after the Redemption Date
              shall  be  returned   by  such  bank  or  trust   company  to  the
              Corporation.

              If a notice of redemption  has been given pursuant to this Section
              5 and any  holder of shares of  Series B  Preferred  Stock  shall,
              prior to the close of business on the day preceding the Redemption
              Date, give written notice to the Corporation pursuant to Section 8
              below of the conversion of any or all of the shares to be redeemed
              held by such holder  (accompanied by a certificate or certificates
              for such shares, duly endorsed or assigned to the Corporation, and
              any  necessary  transfer  tax  payment,  as  required by Section 8
              below), then such redemption shall not become effective as to such
              shares to be converted,  such conversion shall become effective as
              provided  in  Section  8 below,  and any  moneys  set aside by the
              Corporation for the redemption of such shares of converted  Series
              B  Preferred  Stock  shall  revert  to the  general  funds  of the
              Corporation.

     6. Redemption at the Option of the Holder.

         The  Corporation,  when  requested  to do so in  writing by a holder of
         Series B  Preferred  Stock at any time  after  the  earlier  of (i) the
         eighth  anniversary  of an Issue Date  pursuant to a Call Event or (ii)
         the fifth  anniversary of an Issue Date pursuant to a Put Event,  shall
         purchase  or redeem  the share or  shares of Series B  Preferred  Stock
         identified  by such holder,  such  purchase or redemption to occur on a
         date not more than thirty days after receipt by the Corporation of such
         request,  at the Stated Value of the share or shares to be purchased or
         redeemed, plus all dividends accrued and unpaid on such share or shares
         up to the date of such purchase or redemption.

     7.  Shares to Be Retired.

         All shares of Series B Preferred Stock which shall have been issued and
         reacquired  in any manner by the  Corporation  shall be restored to the
         status of authorized but unissued  shares of Preferred  Stock,  without
         designation as to series.

     8.  Conversion.

         Holders of shares of Series B  Preferred  Stock shall have the right to
         convert all or a portion of such shares into shares of Common Stock, as
         follows:

               (a)  Subject to and upon  compliance  with the provisions of this
                    Section  8, a holder of shares of Series B  Preferred  Stock
                    shall have the  right,  at its  option,  at any time after 5
                    Business  Days after the Issue Date,  to convert such shares
                    into the  number of fully paid and  nonassessable  shares of
                    Common Stock obtained by dividing the aggregate Stated Value
                    of such shares by the Conversion  Price (as in effect on the
                    date provided for in the last  paragraph of Section 8(b)) by
                    surrendering such shares to be converted,  such surrender to
                    be made in the manner  provided in Section  8(b);  provided,
                    however,  that  the  right  to  convert  shares  called  for
                    redemption  pursuant  to Section D.5 of this  article  shall
                    terminate at the close of business on the day  preceding the
                    Redemption  Date,  unless the  Corporation  shall default in
                    making  payment  of the cash  payable  upon such  redemption
                    under  Section  D.5 of this  article.  Certificates  will be
                    issued for the remaining  shares of Series B Preferred Stock
                    in any case in which  fewer than all of the shares of Series
                    B  Preferred   Stock   represented  by  a  certificate   are
                    converted.

               (b)  In order to exercise  the  conversion  right,  the holder of
                    shares of Series B  Preferred  Stock to be  converted  shall
                    surrender the certificate or certificates  representing such
                    shares,  duly endorsed or assigned to the  Corporation or in
                    blank, at the office of the Transfer Agent in the Borough of
                    Manhattan,  City of New York,  accompanied by written notice
                    to the Corporation that the holder thereof elects to convert
                    Series B  Preferred  Stock.  Unless the shares  issuable  on
                    conversion  are to be issued in the same name as the name in
                    which such share of Series B Preferred  Stock is registered,
                    each share  surrendered for conversion  shall be accompanied
                    by  instruments  of transfer,  in form  satisfactory  to the
                    Corporation,  duly  executed by the holder or such  holder's
                    duly authorized attorney and an amount sufficient to pay any
                    transfer or similar tax (or evidence reasonably satisfactory
                    to the Corporation  demonstrating  that such taxes have been
                    paid).

                    Holders of shares of Series B  Preferred  Stock at the close
                    of  business  on a  dividend  payment  record  date shall be
                    entitled to receive the  dividend  payable on such shares on
                    the corresponding  Dividend Payment Date notwithstanding the
                    conversion  thereof  following such dividend  payment record
                    date and  prior to such  Dividend  Payment  Date.  Except as
                    provided  above,  the  Corporation  shall make no payment or
                    allowance for unpaid  dividends,  whether or not in arrears,
                    on converted shares or for dividends on the shares of Common
                    Stock issued upon such conversion.

                    As  promptly  as   practicable   after  the   surrender   of
                    certificates  for  shares  of  Series B  Preferred  Stock as
                    aforesaid,  the Corporation shall issue and shall deliver at
                    such office to such holder,  or on his or her written order,
                    a certificate or certificates  for the number of full shares
                    of Common Stock  issuable upon the conversion of such shares
                    in  accordance  with  provisions  of this Section 8, and any
                    fractional  interest  in respect of a share of Common  Stock
                    arising upon such conversion shall be settled as provided in
                    Section 8(c).

                    Each  conversion  shall  be  deemed  to have  been  effected
                    immediately  prior to the close of  business  on the date on
                    which the  certificates  for  shares  of Series B  Preferred
                    Stock  shall have been  surrendered  and such notice (and if
                    applicable,  payment  of an  amount  equal  to the  dividend
                    payable  on such  shares)  received  by the  Corporation  as
                    aforesaid,  and the person or persons in whose name or names
                    any certificate or  certificates  for shares of Common Stock
                    shall be issuable  upon such  conversion  shall be deemed to
                    have  become  the  holder or holders of record of the shares
                    represented  thereby  at such  time on such  date  and  such
                    conversion  shall be at the  Conversion  Price in  effect at
                    such time on such date,  unless the stock  transfer books of
                    the Corporation shall be closed on that date, in which event
                    such  person or persons  shall be deemed to have become such
                    holder or holders of record at the close of  business on the
                    next  succeeding  day on which such stock transfer books are
                    open, but such conversion  shall be at the Conversion  Price
                    in effect on the date upon which such shares shall have been
                    surrendered and such notice received by the Corporation.

               (c)  No  fractional  shares or scrip  representing  fractions  of
                    shares of Common  Stock shall be issued upon  conversion  of
                    the Series B  Preferred  Stock.  Instead  of any  fractional
                    interest in a share of Common Stock that would  otherwise be
                    deliverable  upon  the  conversion  of a share  of  Series B
                    Preferred Stock, the Corporation  shall pay to the holder of
                    such share an amount in cash based upon the  Current  Market
                    Price  of  Common  Stock  on  the  Trading  Day  immediately
                    preceding  the date of  conversion.  If more  than one share
                    shall be surrendered  for conversion at one time by the same
                    holder,  the number of full shares of Common Stock  issuable
                    upon  conversion  thereof  shall be computed on the basis of
                    the aggregate  number of shares of Series B Preferred  Stock
                    so surrendered.

               (d)  The Conversion  Price shall be adjusted from time to time as
                    follows:

                (1) If the  Corporation  shall  after the  Issue  Date (A) pay a
                    dividend  or make a  distribution  on its  capital  stock in
                    shares of its Common Stock,  (B)  subdivide its  outstanding
                    Common  Stock into a greater  number of shares,  (C) combine
                    its outstanding Common Stock into a smaller number of shares
                    or (D) issue any shares of capital stock by reclassification
                    of its Common Stock,  the Conversion  Price in effect at the
                    opening of business on the day next following the date fixed
                    for the  determination  of stockholders  entitled to receive
                    such dividend or  distribution or at the opening of business
                    on the day next following the day on which such subdivision,
                    combination or  reclassification  becomes effective,  as the
                    case may be,  shall be  adjusted  so that the  holder of any
                    share of Series B Preferred Stock thereafter surrendered for
                    conversion shall be entitled to receive the number of shares
                    of Common  Stock that such  holder  would have owned or have
                    been  entitled to receive  after the happening of any of the
                    events   described  above  had  such  share  been  converted
                    immediately  prior  to the  record  date  in the  case  of a
                    dividend or  distribution  or the effective date in the case
                    of  a  subdivision,  combination  or  reclassification.   An
                    adjustment  made  pursuant  to this  subparagraph  (a) shall
                    become effective  immediately  after the opening of business
                    on the  day  next  following  the  record  date  (except  as
                    provided in Section 8(h) below) in the case of a dividend or
                    distribution  and shall become effective  immediately  after
                    the  opening  of  business  on the day  next  following  the
                    effective date in the case of a subdivision,  combination or
                    reclassification.

                (2) If the  Corporation  shall issue after the Issue Date rights
                    or  warrants  (in each case,  other than the  Rights) to all
                    holders  of  Common  Stock  entitling  them  (for  a  period
                    expiring  within 45 days  after the  record  date  mentioned
                    below) to subscribe for or purchase  Common Stock at a price
                    per  share  less  than the Fair  Market  Value  per share of
                    Common  Stock on the record  date for the  determination  of
                    stockholders  entitled to receive  such rights or  warrants,
                    then  the  Conversion  Price in  effect  at the  opening  of
                    business on the day next following such record date shall be
                    adjusted to equal the price  determined by  multiplying  (I)
                    the  Conversion  Price in  effect  immediately  prior to the
                    opening of business on the day next following the date fixed
                    for such determination by (II) a fraction,  the numerator of
                    which shall be the sum of (A) the number of shares of Common
                    Stock outstanding on the close of business on the date fixed
                    for such determination and (B) the number of shares that the
                    aggregate  proceeds to the Corporation  from the exercise of
                    such rights or warrants for Common  Stock would  purchase at
                    such Fair Market Value,  and the  denominator of which shall
                    be the sum of (A) the  number  of  shares  of  Common  Stock
                    outstanding  on the close of  business on the date fixed for
                    such  determination  and (B) the number of additional shares
                    of  Common  Stock  offered  for   subscription  or  purchase
                    pursuant to such rights or warrants.  Such adjustment  shall
                    become effective  immediately  after the opening of business
                    on the day  next  following  such  record  date  (except  as
                    provided in Section 8(h) below). In determining  whether any
                    rights or warrants  entitle  the holders of Common  Stock to
                    subscribe  for or  purchase  shares of Common  Stock at less
                    than such  Fair  Market  Value,  there  shall be taken  into
                    account any  consideration  received by the Corporation upon
                    issuance and upon  exercise of such rights or warrants,  the
                    value of such  consideration,  if  other  than  cash,  to be
                    determined by the Board of Directors.

                (3) If the  Corporation  shall  distribute to all holders of its
                    Common Stock any shares of capital stock of the  Corporation
                    (other than Common Stock) or evidence of its indebtedness or
                    assets (excluding cash dividends or distributions  paid from
                    profits or surplus of the Corporation) or rights or warrants
                    (in each case,  other than the Rights) to  subscribe  for or
                    purchase any of its securities  (excluding  those rights and
                    warrants  issued to all  holders of Common  Stock  entitling
                    them for a period  expiring  within 45 days after the record
                    date referred to in subparagraph  (b) above to subscribe for
                    or purchase  Common  Stock,  which  rights and  warrants are
                    referred to in and treated under subparagraph (b) above (any
                    of the foregoing being  hereinafter in this subparagraph (3)
                    called  the  "Securities"),  then  in  each  such  case  the
                    Conversion  Price  shall be  adjusted so that it shall equal
                    the price determined by multiplying (I) the Conversion Price
                    in effect  immediately prior to the close of business on the
                    date fixed for the determination of stockholders entitled to
                    receive such distribution by (II) a fraction,  the numerator
                    of which  shall be the Fair  Market  Value  per share of the
                    Common  Stock on the record  date  mentioned  below less the
                    then  fair  market  value  (as  determined  by the  Board of
                    Directors,  whose  determination shall be conclusive) of the
                    portion  of the  capital  stock or  assets or  evidences  of
                    indebtedness  so  distributed  or of such rights or warrants
                    applicable to one share of Common Stock, and the denominator
                    of which  shall be the Fair  Market  Value  per share of the
                    Common  Stock  on the  record  date  mentioned  below.  Such
                    adjustment shall become effective immediately at the opening
                    of business on the  Business Day next  following  (except as
                    provided  in Section  8(h)  below)  the record  date for the
                    determination  of  shareholders  entitled  to  receive  such
                    distribution.  For the  purposes  of this  clause  (c),  the
                    distribution of a Security, which is distributed not only to
                    the  holders of the  Common  Stock on the date fixed for the
                    determination of stockholders  entitled to such distribution
                    of such security, but also is distributed with each share of
                    Common  Stock  delivered  to a person  converting a share of
                    Series B  Preferred  Stock  after such  determination  date,
                    shall not  require an  adjustment  of the  Conversion  Price
                    pursuant to this clause (c);  provided  that on the date, if
                    any,  on  which a  Person  converting  a share  of  Series B
                    Preferred  Stock would no longer be entitled to receive such
                    Security  with a share  of  Common  Stock  (other  than as a
                    result  of  the  termination  of  all  such  Securities),  a
                    distribution  of such  Securities  shall be  deemed  to have
                    occurred  and the  Conversion  Price  shall be  adjusted  as
                    provided in this clause (c) (and such day shall be deemed to
                    be "the date fixed for the determination of the stockholders
                    entitled to receive such distribution" and "the record date"
                    within the meaning of the two preceding sentences).

                (4) No  adjustment  in the  Conversion  Price  shall be required
                    unless such adjustment  would require a cumulative  increase
                    or decrease of at least 1% in such price; provided, however,
                    that any adjustments that by reason of this subparagraph (4)
                    are not  required  to be made shall be carried  forward  and
                    taken into account in any subsequent  adjustment until made;
                    and provided, further, that any adjustment shall be required
                    and made in accordance with the provisions of this Section 8
                    (other than this  subparagraph (4)) not later than such time
                    as may be required in order to preserve the tax-free  nature
                    of a distribution  to the holders of shares of Common Stock.
                    Notwithstanding  any other provisions of this Section 8, the
                    Corporation  shall not be required to make any adjustment of
                    the  Conversion  Price  for the  issuance  of any  shares of
                    Common  Stock   pursuant  to  any  plan  providing  for  the
                    reinvestment of dividends on securities of the  Corporation.
                    All  calculations  under this Section 8 shall be made to the
                    nearest  cent (with  $.005 being  rounded  upward) or to the
                    nearest  1/10 of a share (with .05 of a share being  rounded
                    upward),  as the case may be.  Anything in this Section 8(d)
                    to the contrary  notwithstanding,  the Corporation  shall be
                    entitled,  to the  extent  permitted  by law,  to make  such
                    reductions  in the  Conversion  Price,  in addition to those
                    required by this Section 8(d), as it in its discretion shall
                    determine to be advisable in order that any stock dividends,
                    subdivision  of shares,  reclassification  or combination of
                    shares, distribution of rights or warrants to purchase stock
                    or securities, or a distribution of other assets (other than
                    cash  dividends)  hereafter  made by the  Corporation to its
                    stockholders shall not be taxable.

               (e)  If the  Corporation  shall  be a  party  to any  transaction
                    (including without limitation a merger, consolidation,  sale
                    of all or substantially all of the  Corporation's  assets or
                    recapitalization  of the  Common  Stock  and  excluding  any
                    transaction  as to which Section  8(d)(1)  applies) (each of
                    the foregoing being referred to herein as a  "Transaction"),
                    in each  case as a result of which  shares  of Common  Stock
                    shall  be  converted   into  the  right  to  receive  stock,
                    securities  or  other  property   (including   cash  or  any
                    combination thereof), each share of Series B Preferred Stock
                    which is not  converted  into the  right to  receive  stock,
                    securities  or  other  property  in  connection   with  such
                    Transaction  shall  thereafter be convertible  into the kind
                    and amount of shares of stock, securities and other property
                    (including cash or any combination  thereof) receivable upon
                    the  consummation  of such  Transaction  by a holder of that
                    number of shares or  fraction  thereof of Common  Stock into
                    which one share of Series B Preferred  Stock was convertible
                    immediately prior to such Transaction,  assuming such holder
                    of  Common  Stock  (i)  is  not  a  Person  with  which  the
                    Corporation  consolidated  or  into  which  the  Corporation
                    merged or which merged into the Corporation or to which such
                    sale or transfer was made, as the case may be  ("Constituent
                    Person"),  or an affiliate of a Constituent  Person and (ii)
                    failed to exercise his rights of election, if any, as to the
                    kind or  amount  of stock,  securities  and  other  property
                    (including cash) receivable upon such Transaction  (provided
                    that if the kind or amount of  stock,  securities  and other
                    property  (including  cash) receivable upon such Transaction
                    is not the  same  for  each  share  of  Common  Stock of the
                    Corporation  held  immediately  prior to such Transaction by
                    other than a Constituent  Person or an affiliate thereof and
                    in respect of which such rights of  election  shall not have
                    been exercised  ("non-electing share"), then for the purpose
                    of  this   Section  8(e)  the  kind  and  amount  of  stock,
                    securities and other property  (including  cash)  receivable
                    upon such  Transaction by each  non-electing  share shall be
                    deemed to be the kind and amount so receivable  per share by
                    the plurality of the non-electing  shares).  The Corporation
                    shall not be a party to any Transaction  unless the terms of
                    such  Transaction are consistent with the provisions of this
                    Section  8(e)  and it  shall  not  consent  or  agree to the
                    occurrence  of any  Transaction  until the  Corporation  has
                    entered into an agreement  with the  successor or purchasing
                    entity,  as the case may be, for the  benefit of the holders
                    of the Series B Preferred Stock that will contain provisions
                    enabling  the holders of the Series B  Preferred  Stock that
                    remains  outstanding  after such Transaction to convert into
                    the consideration received by holders of Common Stock at the
                    Conversion  Price  in  effect   immediately  prior  to  such
                    Transaction.  The  provisions  of this  Section  8(e)  shall
                    similarly apply to successive Transactions.

           (f)  If:

                 (1)  the  Corporation  shall  declare a dividend  (or any other
                      distribution)  on the Common Stock (other than in cash out
                      of profits or surplus and other than the Rights); or

                 (2)  the  Corporation  shall  authorize  the  granting  to  the
                      holders of the Common  Stock of rights or warrants  (other
                      than the Rights) to  subscribe  for or purchase any shares
                      of any class or any other  rights or warrants  (other than
                      the Rights); or

                 (3)  there shall be any  reclassification  of the Common  Stock
                      (other than an event to which Section 8(d)(1)  applies) or
                      any  consolidation or merger to which the Corporation is a
                      party and for which  approval of any  stockholders  of the
                      Corporation is required, or the sale or transfer of all or
                      substantially  all of the assets of the  Corporation as an
                      entirety; or

                 (4)  there   shall   occur   the   voluntary   or   involuntary
                      liquidation, dissolution or winding up of the Corporation,
                      then the  Corporation  shall  cause  to be filed  with the
                      Transfer Agent and shall cause to be mailed to the holders
                      of  shares  of the  Series  B  Preferred  Stock  at  their
                      addresses   as  shown  on  the   stock   records   of  the
                      Corporation, as promptly as possible, but at least 15 days
                      prior to the  applicable  date  hereinafter  specified,  a
                      notice  stating  (A) the date on  which a record  is to be
                      taken for the purpose of such  dividend,  distribution  or
                      rights  or  warrants,  or, if a record is not to be taken,
                      the date as of which the holders of Common Stock of record
                      to be entitled to such dividend, distribution or rights or
                      warrants  are to be  determined  or (B) the  date on which
                      such   reclassification,   consolidation,   merger,  sale,
                      transfer,  liquidation,   dissolution  or  winding  up  is
                      expected to become effective,  and the date as of which it
                      is expected  that  holders of Common Stock of record shall
                      be entitled to exchange  their  shares of Common Stock for
                      securities or other  property,  if any,  deliverable  upon
                      such   reclassification,   consolidation,   merger,  sale,
                      transfer, liquidation,  dissolution or winding up. Failure
                      to give or receive such notice or any defect therein shall
                      not affect the  legality or  validity  of the  proceedings
                      described in this Section 8.

           (g)   Whenever the Conversion  Price is adjusted as herein  provided,
                 the Corporation  shall promptly file with the Transfer Agent an
                 officer's  certificate setting forth the Conversion Price after
                 such  adjustment  and setting  forth a brief  statement  of the
                 facts  requiring such  adjustment  which  certificate  shall be
                 prima facie  evidence of the  correctness  of such  adjustment.
                 Promptly after delivery of such  certificate,  the  Corporation
                 shall  prepare a notice of such  adjustment  of the  Conversion
                 Price  setting  forth  the  adjusted  Conversion  Price and the
                 effective date of such adjustment and shall mail such notice of
                 such  adjustment of the Conversion  Price to the holder of each
                 share of Series B Preferred Stock at such holder's last address
                 as shown on the stock records of the Corporation.

           (h)   In any case in which  Section 8(d)  provides that an adjustment
                 shall become  effective on the day next following a record date
                 for an event, the Corporation may defer until the occurrence of
                 such  event (A)  issuing to the holder of any share of Series B
                 Preferred Stock converted after such record date and before the
                 occurrence of such event the additional  shares of Common Stock
                 issuable  upon such  conversion  by  reason  of the  adjustment
                 required by such event over and above the Common Stock issuable
                 upon such  conversion  before giving effect to such  adjustment
                 and (B) paying to such holder any amount in cash in lieu of any
                 fraction pursuant to Section 8(c).

           (i)   For  purposes of this Section 8, the number of shares of Common
                 Stock at any time  outstanding  shall not include any shares of
                 Common  Stock then  owned or held by or for the  account of the
                 Corporation.

           (j)   There shall be no adjustment of the Conversion Price in case of
                 the   issuance   of  any   stock  of  the   Corporation   in  a
                 reorganization, acquisition or other similar transaction except
                 as  specifically  set forth in this Section 8. If any action or
                 transaction  would require  adjustment of the Conversion  Price
                 pursuant to more than one paragraph of this Section 8, only one
                 adjustment  shall  be made  and  such  adjustment  shall be the
                 amount of adjustment that has the highest absolute value.

           (k)   If the Corporation  shall take any action  affecting the Common
                 Stock,  other than action  described in this Section 8, that in
                 the  opinion  of  the  Board  of  Directors  would   materially
                 adversely  affect the  conversion  rights of the holders of the
                 shares of Series B Preferred  Stock,  the Conversion  Price for
                 the Series B  Preferred  Stock may be  adjusted,  to the extent
                 permitted by law, in such manner,  if any, and at such time, as
                 the Board of  Directors  may  determine  to be equitable in the
                 circumstances.

           (l)   The Corporation covenants that it will at all times reserve and
                 keep  available,  free  from  preemptive  rights,  out  of  the
                 aggregate of its authorized but unissued shares of Common Stock
                 for  the  purpose  of  effecting  conversion  of the  Series  B
                 Preferred  Stock,  the full  number of  shares of Common  Stock
                 deliverable  upon the conversion of all  outstanding  shares of
                 Series  B  Preferred  Stock  not  theretofore  converted.   For
                 purposes of this Section 8.(l)., the number of shares of Common
                 Stock  that shall be  deliverable  upon the  conversion  of all
                 outstanding  shares  of  Series  B  Preferred  Stock  shall  be
                 computed as if at the time of computation all such  outstanding
                 shares were held by a single holder.

                 The  Corporation  covenants  that any  shares of  Common  Stock
                 issued upon conversion of the Series B Preferred Stock shall be
                 validly issued,  fully paid and  non-assessable.  Before taking
                 any  action  that  would  cause  an  adjustment   reducing  the
                 Conversion  Price  below the  then-par  value of the  shares of
                 Common  Stock  deliverable  upon  conversion  of the  Series  B
                 Preferred Stock, the Corporation will take any corporate action
                 that, in the opinion of its counsel,  may be necessary in order
                 that the Corporation  may validly and legally issue  fully-paid
                 and  nonassessable  shares  of  Common  Stock at such  adjusted
                 Conversion Price.

           (m)   The  Corporation  will  pay any and all  documentary  stamp  or
                 similar issue or transfer taxes payable in respect of the issue
                 or delivery of shares of Common  Stock or other  securities  or
                 property on conversion of the Series B Preferred Stock pursuant
                 hereto;  provided,  however,  that the Corporation shall not be
                 required  to pay any tax that may be  payable in respect of any
                 transfer  involved in the issue or delivery of shares of Common
                 Stock or other securities or property in a name other than that
                 of the holder of the Series B Preferred  Stock to be  converted
                 and no such issue or  delivery  shall be made  unless and until
                 the person  requesting  any issue or  delivery  has paid to the
                 Corporation the amount of any such tax or  established,  to the
                 reasonable  satisfaction of the Corporation,  that such tax has
                 been paid.

     9.  Ranking.

         Any  class or  series  of stock of the  Corporation  shall be deemed to
rank:

         (a)   prior to the  Series B  Preferred  Stock,  as to the  payment  of
               dividends  and as to  distributions  of assets upon  liquidation,
               dissolution or winding up, if the holders of such class or series
               shall be  entitled  to the  receipt of  dividends  and of amounts
               distributable  upon  liquidation,  dissolution  or  winding up in
               preference  or  priority  to the  holders  of Series B  Preferred
               Stock;

         (b)   on a parity with the Series B Preferred  Stock, as to the payment
               of dividends and as to distribution  of assets upon  liquidation,
               dissolution  or winding up,  whether or not the  dividend  rates,
               dividend  payment dates or redemption or  liquidation  prices per
               share  thereof be different  from those of the Series B Preferred
               Stock if the  holders  of such  class of stock or series  and the
               Series B  Preferred  Stock  shall be  entitled  to the receipt of
               dividends  and  of  amounts   distributable   upon   liquidation,
               dissolution  or  winding  up in  proportion  to their  respective
               amounts of accrued and unpaid  dividends per share or liquidation
               preferences,  without  preference or priority one over the other;
               and

         (c)   junior to the  Series B  Preferred  Stock,  as to the  payment of
               dividends or as to the  distribution of assets upon  liquidation,
               dissolution  or  winding  up, if such  stock or  series  shall be
               Common  Stock or Series A  Preferred  Stock or if the  holders of
               Series  B  Preferred  Stock  shall  be  entitled  to  receipt  of
               dividends   or  of  amounts   distributable   upon   liquidation,
               dissolution  or  winding  up in  preference  or  priority  to the
               holders of shares of such stock or series.

     10.  Voting.

               (a)  The holders of shares of Series B Preferred Stock shall have
                    the following voting rights:

                    1.   Subject to the provision for adjustment hereinafter set
                         forth,  each share of Series B  Preferred  Stock  shall
                         entitle the holder  thereof to 199 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 Issue Date (i) declare  any  dividend on
                         Common Stock  payable in shares of Common  Stock,  (ii)
                         subdivide  the  outstanding   Common  Stock,  or  (iii)
                         combine  the  outstanding  Common  Stock into a smaller
                         number of shares,  then in each such case the number of
                         votes per share to which  holders of shares of Series B
                         Preferred Stock were entitled immediately prior to such
                         event shall be adjusted by multiplying such number by a
                         fraction the numerator of which 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 Series B  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.

               (b)  Unless the  affirmative  vote or consent of the holders of a
                    greater  number of shares shall then be required by law, the
                    consent  of the  holders  of at  least 66 2/3% of all of the
                    outstanding  shares of Series B Preferred Stock (in addition
                    to any vote  required  by the  terms of any  other  affected
                    series  of  Preferred  Stock  ranking  on a parity  with the
                    Series  B  Preferred  Stock  as  to  dividends  and  amounts
                    distributable upon liquidation, dissolution and winding up),
                    given in person or by proxy,  either in writing or by a vote
                    at a meeting called for the purpose, at which the holders of
                    shares of Series B Preferred  Stock and such other series of
                    Preferred  Stock  shall  vote  together  as a  single  class
                    without   regard  to   series,   shall  be   necessary   for
                    authorizing,   effecting  or   validating   the   amendment,
                    alteration  or  repeal  of  any  of  the  provisions  of the
                    Articles of Incorporation  or of any certificate  amendatory
                    thereof or supplemental  thereto  (including any Certificate
                    of  Designations,  Preferences  and  Rights  or any  similar
                    document  relating to any series of  Preferred  Stock) which
                    would materially  adversely affect the preferences,  rights,
                    powers  or  privileges  of the  Series  B  Preferred  Stock;
                    provided,  however,  that the amendment of the provisions of
                    the Articles of  Incorporation so as to authorize or create,
                    or to increase the authorized amount of, any Junior Stock or
                    any shares of any class  ranking on a parity with the Series
                    B  Preferred   Stock  shall  not  be  deemed  to  materially
                    adversely   affect  the  preferences,   rights,   powers  or
                    privileges of Series B Preferred Stock.

               (c)  Unless the  affirmative  vote or consent of the holders of a
                    greater  number of shares shall then be required by law, the
                    consent  of the  holders  of at  least 66 2/3% of all of the
                    outstanding  shares of Series B Preferred Stock (in addition
                    to any vote  required  by the terms of any  other  series of
                    Preferred  Stock  ranking  on a  parity  with  the  Series B
                    Preferred  Stock as to dividends  and amounts  distributable
                    upon  liquidation,  dissolution  or  winding  up),  given in
                    person or by  proxy,  either  in  writing  or by a vote at a
                    meeting  called  for the  purpose  at which the  holders  of
                    shares of Series B Preferred  Stock and such other series of
                    Preferred  Stock  shall  vote  together  as a  single  class
                    without   regard  to   series,   shall  be   necessary   for
                    authorizing,   effecting   or   validating   the   creation,
                    authorization  or issue of any  shares of any class of stock
                    of the  Corporation  ranking prior to the Series B Preferred
                    Stock as to dividends or upon  liquidation,  dissolution  or
                    winding up, or the  reclassification of any authorized stock
                    of the  Corporation  into  any  such  prior  shares,  or the
                    creation,  authorization  or issuance of any  obligation  or
                    security   convertible  into  or  evidencing  the  right  to
                    purchase any such prior shares.

               (d)  For purposes of the  provisions of Sections 10(b) and 10(c),
                    each share of Series B  Preferred  Stock  shall have one (1)
                    vote per share.

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

     11.  Record Holders.

          The  Corporation  and the Transfer Agent may deem and treat the record
          holder  of any  shares  of  Series B  Preferred  Stock as the true and
          lawful owner thereof for all purposes, and neither the Corporation nor
          the Transfer Agent shall be affected by any notice to the contrary.


Article V

The corporate  office shall be in Hartford or in such other town in  Connecticut
as the Board of Directors may determine.  The annual meeting of the shareholders
shall be held at such time and place  within  the state and upon such  notice as
may be determined  from time to time either by or in accordance with the bylaws.
At all  meetings  of the  shareholders  and  subject,  in the case of  preferred
shareholders,  to such  provisions  concerning  voting  rights  as the  Board of
Directors may determine pursuant to the authority granted in Article III hereof,
each  shareholder  shall be entitled  to vote in person or by an  attorney  duly
authorized by a written proxy and each share of common stock represented at such
meetings shall be entitled to one vote.

Article VI

The  business  property  and affairs of the  Corporation  shall be managed by or
under  the  direction  of a Board  of  Directors  consisting  of the  number  of
directors fixed from time to time by resolution  adopted by the affirmative vote
of a majority of the entire Board of Directors.  The directors  shall be divided
into three classes, designated Class I, Class II and Class III. Each class shall
consist,  as nearly as may be  possible,  of  one-third  of the total  number of
directors  constituting the entire Board of Directors.  The directors  initially
elected to Class I shall  serve for a term  expiring  at the  annual  meeting of
shareholders  next  following the end of the calendar  year 1997,  the directors
initially  elected  to Class II shall  serve for a term  expiring  at the annual
meeting of shareholders next following the end of the calendar year 1998 and the
directors  initially  elected to the third class shall serve for a term expiring
at the annual  meeting of  shareholders  next  following the end of the calendar
year 1998. At each annual  meeting of  shareholders,  successors to the class of
directors  whose  term  expires  at the annual  meeting  shall be elected  for a
three-year term. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the number of directors
in each class as nearly equal as possible,  and any  additional  director of any
class elected to fill a vacancy  resulting  from an increase in such class shall
hold  office  for a term that shall  coincide  with the  remaining  term of that
class,  but in no case will a reduction  of the number of  directors  remove any
director in office or shorten  the term of any  incumbent  director.  A director
shall  hold  office  until  the  annual  meeting  for the year in which his term
expires and until his  successor  shall be elected and shall  qualify,  subject,
however,  to prior  death,  resignation,  removal  from office or order of court
that, by reason of  incompetency  or any other lawful  cause,  he is no longer a
director in office.

Any  vacancy on the Board of  Directors  that  results  from an  increase in the
number of directors may be filled by the concurring vote of directors  holding a
majority of the directorships, which number of directorships shall be the number
prior to the vote on the increase,  and any other vacancy occurring in the Board
of Directors  may be filled by  concurring  vote of a majority of the  remaining
directors  then in office,  although less than a quorum,  or by a sole remaining
director.  Any director elected to fill a vacancy not resulting from an increase
in the number of  directors  shall have the same  remaining  term as that of his
predecessor.

Any director or the entire  Board of Directors  may be removed only for cause by
the affirmative vote of eighty percent (80%) of the votes entitled to be cast by
the holders of all then  outstanding  shares of voting stock of the Corporation,
voting together as a single class.  For the purposes of this Article VI, "cause"
shall be defined as (a) a final  non-appealable  order of conviction of a felony
involving  moral  turpitude by a court of competent  jurisdiction  in the United
States or (b) a final non-appealable order of a court of competent  jurisdiction
in the United States finding gross  negligence in the performance of duties as a
director or officer of the Corporation.

Notwithstanding  the foregoing,  whenever the holders of any one or more classes
or series of  preferred  stock issued by the  Corporation  shall have the right,
voting separately by class or series, to elect directors at an annual or special
meeting of shareholders,  the election, term of office, filling of vacancies and
other  features  of such  directorships  shall be governed by the terms of these
Articles applicable thereto,  and such directors so elected shall not be divided
into classes pursuant to this Article VI unless expressly provided by such term.

Notwithstanding  any other  provisions  of these  Articles  or the bylaws of the
Corporation (and  notwithstanding  the fact that a lesser percentage or separate
class  vote  may be  specified  by law,  these  Articles  or the  bylaws  of the
Corporation) the affirmative vote of the holders of not less than eighty percent
(80%) of the votes  entitled to be cast by the  holders of all then  outstanding
shares of voting stock of the  Corporation,  voting  together as a single class,
shall be required to amend or repeal, or adopt any provisions  inconsistent with
this Article VI; provided,  however, that this paragraph shall not apply to, and
such eighty percent (80%) vote shall not be required for any  amendment,  repeal
or adoption  recommended  by  three-quarters  of the entire Board if all of such
directors  are  persons who were  members of the Board at the annual  meeting of
shareholders  of the  Corporation  held  prior  to  the  proposal  of  any  such
amendment, repeal or adoption or persons nominated by such members.

Article VII

A.   In addition to any  affirmative  vote required by law or these  Articles or
     the bylaws of the Corporation,  and except as otherwise  expressly provided
     in Section B of this Article VII, a Business  Combination  (as  hereinafter
     defined) shall require the affirmative vote of not less than eighty percent
     (80%)  of the  votes  entitled  to be  cast  by  the  holders  of all  then
     outstanding  shares  of  Voting  Stock  (as  hereinafter  defined),  voting
     together  as a single  class.  Such  affirmative  vote  shall  be  required
     notwithstanding  the fact  that no vote may be  required,  or that a lesser
     percentage  or  separate  class  vote  may be  specified,  by law or in any
     agreement with any national securities exchange or otherwise.

B.   The  provisions of Section A of this Article VII shall not be applicable to
     any particular Business  Combination,  and such Business  Combination shall
     require only such affirmative vote, if any, as is required by law or by any
     other provision of these Articles or the bylaws of the Corporation,  or any
     agreement with any national securities  exchange,  if all of the conditions
     specified in either of the following Paragraphs 1 or 2 are met:

    1. The Business  Combination shall have been approved by two-thirds (whether
       such  approval  is made  prior to or  subsequent  to the  acquisition  of
       beneficial  ownership  of the  Voting  Stock that  caused the  Interested
       Shareholder,  as hereinafter defined to become an Interested Shareholder)
       of the Continuing Directors, as hereinafter defined.

    2. All of the following conditions shall have been met:

       (a)   The  aggregate  amount  of  cash  and the  Fair  Market  Value  (as
             hereinafter  defined)  as of the  date of the  consummation  of the
             Business  Combination  of  consideration  other  than  cash  to  be
             received  per share by  holders  of Common  Stock in such  Business
             Combination   shall  be  at  least  equal  to  the  highest  amount
             determined under clauses (i), (ii), (iii) and (iv) below:

             (i) (if  applicable)  the highest per share  price  (including  any
                 brokerage  commissions,  transfer taxes and soliciting dealers'
                 fees) paid by or on behalf of the  Interested  Shareholder  for
                 any share of Common Stock in connection with the acquisition by
                 the Interested Shareholder of beneficial ownership of shares of
                 Common Stock within the two-year  period  immediately  prior to
                 the  first  public   announcement  of  the  proposed   Business
                 Combination (the "Announcement Date");

              (ii)the  Fair  Market  Value  per  share  of  Common  Stock on the
                  Announcement  Date or on the  date  on  which  the  Interested
                  Shareholder    became   an   Interested    Shareholder    (the
                  "Determination Date"), whichever is higher;

             (iii)(if  applicable)  the price per share equal to the Fair Market
                  Value per share of Common  Stock  determined  pursuant  to the
                  immediately  preceding clause (ii), multiplied by the ratio of
                  (x) the  highest  per share  price  (including  any  brokerage
                  commissions, transfer taxes and soliciting dealers' fees) paid
                  by or on behalf of the Interested Shareholder for any share of
                  Common  Stock  in  connection  with  the  acquisition  by  the
                  Interested  Shareholder  of beneficial  ownership of shares of
                  Common Stock within the two-year period  immediately  prior to
                  the  Announcement  Date to (y) the Fair Market Value per share
                  of Common  Stock on the first day in such  two-year  period on
                  which the Interested Shareholder acquired beneficial ownership
                  of any share of Common Stock; and

             (iv) The Corporation's net income per share of Common Stock for the
                  four full consecutive  fiscal quarters  immediately  preceding
                  the  Announcement  Date,  multiplied by the higher of the then
                  price/earnings  multiple (if any) with respect to common stock
                  of such Interested  Shareholder or the highest  price/earnings
                  multiple  with  respect to Common  Stock  within the  two-year
                  period  immediately  preceding  the  Announcement  Date  (such
                  price/earnings   multiples  being  determined  as  customarily
                  computed and reported in the financial community);

       (b)   The  aggregate  amount of cash and the Fair Market  Value as of the
             date  of  the   consummation   of  the  Business   Combination   of
             consideration  other than cash to be received  per share by holders
             of shares of any class or series of  outstanding  Capital Stock (as
             hereinafter  defined),  other than Common Stock,  shall be at least
             equal to the highest  amount  determined  under clauses (i),  (ii),
             (iii) and (iv) below:

             (i) (if  applicable)  the highest per share  price  (including  any
                 brokerage  commissions,  transfer taxes and soliciting dealers'
                 fees) paid by or on behalf of the  Interested  Shareholder  for
                 any  share  of  such  class  or  series  of  Capital  Stock  in
                 connection with the  acquisition by the Interested  Shareholder
                 of  beneficial  ownership  of shares of such class or series of
                 Capital Stock within the two-year period  immediately  prior to
                 the Announcement Date;

           (ii) the Fair  Market  Value  per  share of such  class or  series of
                Capital Stock on the Announcement  Date or on the  Determination
                Date, whichever is higher;

          (iii) (if  applicable)  the price per share  equal to the Fair  Market
                Value  per  share  of such  class or  series  of  Capital  Stock
                determined  pursuant to the immediately  preceding  clause (ii),
                multiplied  by the  ratio of (x) the  highest  per  share  price
                (including  any  brokerage   commissions,   transfer  taxes  and
                soliciting dealers' fees) paid by or on behalf of the Interested
                Shareholder for any share of such class or series of the Capital
                Stock in  connection  with  the  acquisition  by the  Interested
                Shareholder  of beneficial  ownership of shares of such class or
                series of Capital Stock within the two-year  period  immediately
                prior to the Announcement  Date to (y) the Fair Market Value per
                share of such class or series of Capital  Stock on the first day
                in such  two-year  period  on which the  Interested  Shareholder
                acquired  beneficial  ownership  of any  share of such  class or
                series of Capital Stock; and

          (iv)  (if  applicable)  the highest  preferential  amount per share to
                which the  holders  of shares of such class or series of Capital
                Stock  would  be  entitled  in the  event  of any  voluntary  or
                involuntary  liquidation,  dissolution  or  winding  up  of  the
                affairs of the  Corporation,  regardless of whether the Business
                Combination to be consummated constitutes such an event.

           The provision of this paragraph 2(b) shall be required to be met with
           respect  to every  class or  series  of  outstanding  Capital  Stock,
           whether or not the Interested  Shareholder  has  previously  acquired
           beneficial ownership of any shares of a particular class or series of
           Capital Stock.

       (c)   The  consideration  to be received by holders of a particular class
             or series of  outstanding  Capital Stock shall be in cash or in the
             same  form as  previously  has  been  paid by or on  behalf  of the
             Interested  Shareholder  in connection  with its direct or indirect
             acquisition  of  beneficial  ownership  of shares of such  class or
             series of Capital Stock. If the consideration so paid for shares of
             any class or series of Capital Stock varied as to form, the form of
             consideration  for such class or series of Capital  Stock  shall be
             either cash or the form used to acquire beneficial ownership of the
             largest  number of shares of such class or series of Capital  Stock
             previously acquired by the Interested Shareholder.

     (d)  After such Interested Shareholder has become an Interested Shareholder
          and prior to the consummation of such Business Combination: (i) except
          as approved by two-thirds  of the  Continuing  Directors,  there shall
          have been no failure to declare and pay at the regular  date  therefor
          any full quarterly  dividends  (whether or not cumulative)  payable in
          accordance with the terms of any outstanding Capital Stock; (ii) there
          shall have been no reduction  in the annual rate of dividends  paid on
          the Common  Stock  (except as  necessary  to reflect any stock  split,
          stock dividend or subdivision of the Common Stock), except as approved
          by two-thirds of the Continuing Directors; (iii) there shall have been
          an increase in the annual rate of  dividends  paid on the Common Stock
          as  necessary to reflect  fully any  reclassification  (including  any
          reverse stock split), recapitalization,  reorganization or any similar
          transaction  that has the effect of reducing the number of outstanding
          shares of Common Stock,  unless the failure so to increase such annual
          rate is approved by two-thirds of the Continuing  Directors;  and (iv)
          such Interested Shareholder shall not have become the beneficial owner
          of any  additional  shares  of  Capital  Stock  except  as part of the
          transaction  that results in such Interested  Shareholder  becoming an
          Interested  Shareholder and except in a transaction that, after giving
          effect  thereto,  would not result in any  increase in the  Interested
          Shareholder's  percentage  beneficial ownership of any class or series
          of Capital Stock.

     (e)  After  such   Interested   Shareholder   has   become  an   Interested
          Shareholder,  such Interested  Shareholder shall not have received the
          benefit,   directly  or  indirectly   (except   proportionately  as  a
          shareholder of this Corporation), of any loans, advances,  guarantees,
          pledges or other financial  assistance or any tax credits or other tax
          advantages provided by this Corporation, whether in anticipation of or
          in connection with such Business Combination or otherwise.

     (f)  A proxy or  information  statement  describing  the proposed  Business
          Combination  and complying  with the  requirements  of the  Securities
          Exchange  Act of 1934 and the rules and  regulations  thereunder  (the
          "Act") (or any  subsequent  provisions  replacing  such Act, rules and
          regulations)  or the insurance  laws and  regulations  of the State of
          Connecticut, if applicable, shall be mailed to all shareholders of the
          Corporation  at  least  30  days  prior  to the  consummation  of such
          Business  Combination  (whether  or  not  such  proxy  or  information
          statement is required by law to be mailed).  The proxy or  information
          statement  shall  contain on the first page  thereof,  in a  prominent
          place, any statement as to the advisability (or inadvisability) of the
          Business  Combination that the Continuing  Directors,  or any of them,
          may  choose to make and,  if deemed  advisable  by a  majority  of the
          Continuing  Directors,  the  opinion  of an  investment  banking  firm
          selected by a majority of the Continuing  Directors as to the fairness
          (or not) of the terms of the  Business  Combination  from a  financial
          point of view to the  holders  of the  outstanding  shares of  Capital
          Stock other than the  Interested  Shareholder  and its  Affiliates  or
          Associates (as hereinafter  defined),  such investment banking firm to
          be paid a reasonable fee for its services by the Corporation.

     (g)  Such Interested  Stockholder  shall not have made or caused the making
          of any major change in the  Corporation's  business or equity  capital
          structure  without  the  approval  of a  majority  of  the  continuing
          Directors.

C. For the purposes of this Article VII:

     1. The term "Business Combination" shall mean:

         (a)   any merger or  consolidation of the Corporation or any Subsidiary
               (as hereinafter  defined) with (i) any Interested  Shareholder or
               (ii) any other  corporation  (whether or not itself an Interested
               Shareholder) which is or after such merger or consolidation would
               be an Affiliate or Associate of an Interested Shareholder; or

         (b)   any sale, lease, exchange,  mortgage,  pledge,  transfer or other
               disposition (in one transaction or a series of transactions) with
               any  Interested  Shareholder or any Affiliate or Associate of any
               Interested Shareholder involving any assets or securities of this
               Corporation,  any subsidiary or any Interested Shareholder or any
               Affiliate or Associate of any  Interested  Shareholder  having an
               aggregate Fair Market Value of $10,000,000 or more; or

         (c)   the  adoption  of any plan or  proposal  for the  liquidation  or
               dissolution  of the  Corporation  proposed  by or on behalf of an
               Interested  Shareholder  or any  Affiliate  or  Associate  of any
               Interested Shareholder; or

         (d)   any  reclassification of securities  (including any reverse stock
               split), or recapitalization of the Corporation,  or any merger or
               consolidation  of the Corporation with any of its Subsidiaries or
               any other transaction (whether or not with or otherwise involving
               an  Interested  Shareholder)  that has the  effect,  directly  or
               indirectly, of increasing the proportionate share of any class or
               series of  Capital  Stock,  or any  securities  convertible  into
               Capital Stock or into equity  securities of any Subsidiary,  that
               is  beneficially  owned  by  any  Interested  Shareholder  or any
               Affiliate or Associate of any Interested Shareholder: or

         (e)   any agreement,  contract or other  arrangement  providing for any
               one or more of the actions specified in the foregoing clauses (a)
               to (d).

     2.  The  term  "Capital   Stock"  shall  mean  all  capital  stock  of  the
         Corporation authorized to be issued from time to time under Article III
         of these  Articles,  and the term "Voting Stock" shall mean all Capital
         Stock  which by its  terms  may be voted on all  matters  submitted  to
         shareholders of the Corporation generally.

     3.  The term "person" shall mean any individual, firm, corporation or other
         entity  and shall  include  any group  comprised  of any person and any
         other  person with whom such person or any  Affiliate  or  Associate of
         such person has any agreement,  arrangement or understanding,  directly
         or  indirectly,  for the  purpose  of  acquiring,  holding,  voting  or
         disposing of Capital Stock.

     4.  The term "Interested Shareholder" shall mean any person (other than the
         Corporation  or any  Subsidiary  and  other  than  any  profit-sharing,
         employee  stock  ownership  or  other  employee  benefit  plan  of  the
         Corporation  or any  Subsidiary  or any  trustee of or  fiduciary  with
         respect to any such plan when acting in such  capacity)  who (a) is the
         beneficial owner of Voting Stock representing ten percent (10%) or more
         of the votes entitled to be cast by the holders of all then outstanding
         shares of  Voting  Stock or (b) is an  Affiliate  or  Associate  of the
         Corporation  and at any time  within the  two-year  period  immediately
         prior to the date in question was the beneficial  owner of Voting Stock
         representing ten percent (10%) or more of the votes entitled to be cast
         by the holders of all then outstanding shares of Voting Stock.

     5.   A person shall be a "beneficial  owner" of any Capital Stock (a) which
          such person or any of its Affiliates or Associates  beneficially owns,
          directly or indirectly; (b) which such person or any of its Affiliates
          or Associates  has,  directly or indirectly,  (i) the right to acquire
          (whether such right is exercisable  immediately or subject only to the
          passage  of  time),   pursuant  to  any   agreement,   arrangement  or
          understanding or upon the exercise of conversion  rights,  convertible
          securities,  exchange rights,  warrants or options,  or otherwise,  or
          (ii) the  right to vote  pursuant  to any  agreement,  arrangement  or
          understanding or upon the exercise of conversion  rights,  convertible
          securities,  exchange rights,  warrants or options,  or otherwise,  or
          (ii) the  right to vote  pursuant  to any  agreement,  arrangement  or
          understanding;  or (c)  which  are  beneficially  owned,  directly  or
          indirectly,  by any other  person with which such person or any of its
          Affiliates   or  Associates   has  any   agreement,   arrangement   or
          understanding  for  the  purpose  of  acquiring,  holding,  voting  or
          disposing  of any  shares  of  Capital  Stock.  For  the  purposes  of
          determining whether a person is an Interested  Shareholder pursuant to
          paragraph 4 of this  Section C, the number of shares of Capital  Stock
          deemed to be  outstanding  shall include  shares  deemed  beneficially
          owned  by such  person  through  application  of  paragraph  5 of this
          Section C, but shall not  include  any other  shares of Capital  Stock
          that  may be  issuable  pursuant  to  any  agreement,  arrangement  or
          understanding,  or upon  exercise of  conversion  rights,  warrants or
          options, or otherwise.

     6.  The  terms  "Affiliate"  and  "Associate"  shall  have  the  respective
         meanings  ascribed  to such  terms in Rule  12b-2  under  the Act as in
         effect  on March 1,  1984 (the  term  "registrant"  in said Rule  12b-2
         meaning in this case the Corporation).

     7.  The term "Subsidiary"  means any corporation of which a majority of any
         class of equity  security  is  beneficially  owned by the  Corporation;
         provided,   however,  that  for  the  purposes  of  the  definition  of
         Interested  Shareholder set forth in paragraph 4 of this Section C, the
         term "Subsidiary"  shall mean only a corporation of which a majority of
         each class of equity security is beneficially owned by the Corporation.

     8.  The  term  "Continuing  Director"  means  any  member  of the  board of
         directors  of the  Corporation  (the  "Board")  while such  person is a
         member  of  the  Board,  who  is  not  an  Affiliate  or  Associate  or
         representative  of the Interested  Shareholder  and was a Member of the
         Board  prior to the time  that the  Interested  Shareholder  became  an
         Interested  Shareholder,  and any  successor of a Continuing  Director,
         while such successor is a member of the Board,  who is not an Affiliate
         or Associate or  representative  of the Interested  Shareholder  and is
         recommended or elected to succeed the Continuing Director by a majority
         of Continuing Directors.

     9.   The term "Fair Market Value" means (a) in the case of cash, the amount
          of such cash;  (b) in the case of stock,  the  highest  closing  sales
          price  during  the 30-day  period  immediately  preceding  the date in
          question of a share of such stock on the  Composite  Tape for New York
          Stock  Exchange-Listed  Stocks, or, if such stock is not quoted on the
          Composite  Tape, on the New York Stock  Exchange,  or if such stock is
          not listed on such Exchange, on the principal United States securities
          exchange  registered under the Act on which such stock is listed,  or,
          if such stock is not listed on any such exchange,  the highest closing
          bid quotation with respect to a share of such stock as determined by a
          majority of the  Continuing  Directors  in good faith;  and (c) in the
          case of property  other than cash or stock,  the fair market  value of
          such property on the date in question as determined in good faith by a
          majority of the Continuing Directors.

    10.  In the event of any  Business  Combination  in which  this  Corporation
         survives,  the phrase "consideration other than cash to be received" as
         used in  paragraphs  2.(a) and 2.(b) of Section B of this  Article  VII
         shall include the shares of Common Stock and/or the shares of any other
         class or  series of  Capital  Stock  retained  by the  holders  of such
         shares.

D.   The Board of Directors  shall have the power and duty to determine  for the
     purposes  of this  Article  VII on the basis of  information  known to them
     after   reasonable   inquiry,   (a)  whether  a  person  is  an  Interested
     Shareholder,  (b) the number of shares of Capital Stock or other securities
     beneficially  owned by any person,  (c) whether a person is an Affiliate or
     Associate  of  another,  and (d) whether the assets that are the subject of
     any Business  Combination have, or the consideration to be received for the
     issuance  or  transfer  of  securities  by this  Corporation  have,  or any
     Subsidiary in any Business  Combination has, an aggregate Fair Market Value
     of $10,000,000 or more. Any such  determination made in good faith shall be
     binding and conclusive on all parties.

E.   Nothing  contained  in this  Article VII shall be  construed to relieve any
     Interested Shareholder from any fiduciary obligation imposed by law.

F.   The fact that any Business  Combination  complies  with the  provisions  of
     Section  B of this  Article  VII  shall  not be  construed  to  impose  any
     fiduciary duty,  obligation or  responsibility  on the Board, or any member
     thereof, to approve such Business  Combination or recommend its adoption or
     approval to the shareholders of this Corporation, nor shall such compliance
     limit,  prohibit  or  otherwise  restrict  in any manner the Board,  or any
     member  thereof,  with respect to  evaluations  of or actions and responses
     taken with respect to such Business Combination.

G.   Notwithstanding any other provisions of these Articles or the bylaws of the
     Corporation  (and  notwithstanding  the fact  that a lesser  percentage  or
     separate  class vote may be specified by law,  these Articles or the bylaws
     of the  Corporation),  the affirmative vote of the holders of not less than
     eighty percent (80%) of the votes entitled to be cast by the holders of all
     then outstanding shares of Voting Stock, voting together as a single class,
     shall be required to amend or repeal, or adopt any provisions  inconsistent
     with, this Article VII;  provided,  however,  that this Section G shall not
     apply to, and such eighty percent (80%) vote shall not be required for, any
     amendment,  repeal or adoption unanimously  recommended by the Board if all
     of such  directors are persons who would be eligible to serve as Continuing
     Directors within the meaning of Section C, paragraph 8 of this Article VII.

Article VIII

To the full extent  permitted by the  Connecticut  General  Statutes as the same
exists or may  hereafter  be amended,  no person who is or was a director of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for monetary  damages for breach of duty as a director in an amount that exceeds
the compensation received by the director for serving the Corporation during the
year of the violation. The limitation of liability of any person who is or was a
director  provided  for in this  Article  shall  not be  exclusive  of any other
limitation  or  elimination  of  liability  contained  in, or  pursuant  to, the
Connecticut  General  Statutes,  as the same exists or may hereafter be amended.
Any repeal or  modification  of this  Article  VIII by the  shareholders  of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

Article IX

The  officers and  directors  of the  Corporation  shall be  indemnified  by the
Corporation to the fullest extent  permitted by, or pursuant to, the Connecticut
General  Statutes,  as  the  same  exists  or  may  hereafter  be  amended.  The
Corporation  may pay for or  reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding in advance of final  disposition  of the
proceeding if such  director is in full  compliance  with Section  33-773 of the
Connecticut  Business  Corporation  Act, as the same exists or may  hereafter be
amended.  Any repeal or  modification  of this  Article  IX shall not  adversely
affect  any right or  protection  of a director  or  officer of the  Corporation
existing at the time of such repeal or modification.