Exhibit 3.1




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Exhibit A
            2




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Dividends
 Liquidation
 Voting Rights
           3




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EXHIBIT A
 
        Dividend Rights
  Liquidation Rights
 A-1




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Voting Rights
   Conversion
 Right to Convert
    Mechanics of Conversion
 A-2




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Adjustment for Subdivisions or Combinations of Common Stock
 Adjustments for Dividends, Distributions and Common Stock
 plus
   A-3




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Adjustment of Conversion Rate for Diluting Issues
      A-4




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Reorganization, Merger, Consolidation or Sale of Assets
 A-5




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No Adjustment
 Certificate as to Adjustments
 Notices of Record Date
 Reservation of Stock Issuable Upon Conversion
 Redemption
 1988
    
    $
    110.501989
    
    $
    109.331990
    
    $
    108.171991
    
    $
    107.001992
    
    $
    105.831993
    
    $
    104.661994
    
    $
    103.501995
    
    $
    102.331996
    
    $
    101.161997 and thereafter
    
    $
    100.00
   A-6




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Notices
 A-7




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Series B Stated Value
 Dividend Rights
   Liquidation Rights
 A-8




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Voting Rights
  Conversion
  Right to Convert
   Mechanics of Conversion
 A-9




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Adjustment for Subdivisions or Combinations of Common Stock
 Adjustments for Dividends, Distributions and Common Stock
 plus
   A-10




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Adjustment of Conversion Rate for Diluting Issues
      A-11




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Reorganization, Merger, Consolidation or Sale of Assets
 A-12




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No Adjustment
 Certificate as to Adjustments
 Notices of Record Date
 Reservation of Stock Issuable Upon Conversion
 Redemption by Corporation
  A-13




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Notices
 A-14




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Series C Stated Value
 Dividend Rights
   A-15




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Liquidation Rights
 Voting Rights
  Conversion
  Right to Convert
   A-16




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Mechanics of Conversion
 Adjustment for Subdivisions or Combinations of Common Stock
 Adjustments for Dividends, Distributions and Common Stock
 plus
   A-17




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Adjustment of Conversion Rate for Diluting Issues
      A-18




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Reorganization, Merger, Consolidation or Sale of Assets
 A-19




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No Adjustment
 Certificate as to Adjustments
 Notices of Record Date
 Reservation of Stock Issuable Upon Conversion
 Redemption by Corporation
  A-20




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Notices
 A-21




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Series D Stated Value
 Dividend Rights
    A-22




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Liquidation Rights
 Voting Rights
  Conversion
  Right to Convert
  A-23




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Mechanics of Conversion
 Adjustment for Subdivisions or Combinations of Common Stock
 Adjustments for Dividends, Distributions and Common Stock
 plus
 A-24




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Adjustment of Conversion Rate for Diluting Issues
   A-25




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A-26




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Reorganization, Merger, Consolidation or Sale of Assets
 No Adjustment
 Certificate as to Adjustments
 Notices of Record Date
 Reservation of Stock Issuable Upon Conversion
 A-27




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Redemption by Corporation
    Notices
 A-28