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                                                                    EXHIBIT 3(A)

                                    SECOND

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          BETHLEHEM STEEL CORPORATION
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                                    SECOND

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          BETHLEHEM STEEL CORPORATION

  Bethlehem Steel Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify that:

  1. The name of the Corporation is BETHLEHEM STEEL CORPORATION. The
Corporation was originally incorporated under the name Redington Standard
Fittings Company by filing its Certificate of Incorporation with the Secretary
of State of Delaware on July 1, 1919.

  2. This Second Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
restated certificate of incorporation as previously amended and supplemented,
and there is no discrepancy between those provisions and the provisions of this
Second Restated Certificate of Incorporation.

  3. This Second Restated Certificate of Incorporation of the Corporation has
been duly adopted in accordance with Section 242 of the General Corporation Law
of the State of Delaware.

  4. The text of the Restated Certificate of Incorporation of Bethlehem Steel
Corporation, as previously amended and supplemented, is hereby restated in full
as follows:

  FIRST. The name of the Corporation (which is hereinafter referred to as the
"Corporation") is BETHLEHEM STEEL CORPORATION.

  SECOND. The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of the Corporation's registered agent at such address is The
Corporation Trust Company.

  THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

  FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one hundred ninety million
(190,000,000), of which (i) twenty million (20,000,000) shares are to be
Preferred Stock (hereinafter called the "Preferred Stock"), of the par value of
one dollar ($1) each; (ii) twenty million (20,000,000) shares are to be
Preference Stock (hereinafter called the "Preference Stock"), of the par value
of one dollar ($1) each; and (iii) one hundred fifty million (150,000,000)
shares are to be Common Stock (hereinafter called the "Common Stock"), of the
par value of one dollar ($1) each.

  The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of each class of stock of
the Corporation which are fixed by this Second Restated Certificate of
Incorporation, and the express grant of authority to the Board of Directors to
fix by resolution or resolutions the designations, and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof, of the
Preferred Stock and the Preference Stock which are not fixed by this Second
Restated Certificate of Incorporation, are as follows:

  1. The Preferred Stock may be issued from time to time in any amount, not
exceeding in the aggregate, including all shares theretofore issued and then
outstanding of any and all series thereof, the total number of 
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shares of the Preferred Stock hereinabove authorized, as Preferred Stock of one
or more series, as hereinafter provided. All shares of any one series of the
Preferred Stock shall be identical in all respects, each series thereof shall be
distinctively designated by letter or descriptive words and, except as permitted
by the provisions of this Article Fourth, all series of the Preferred Stock
shall rank equally and be identical in all respects.

  2. Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock as Preferred Stock of any series and in
connection with the creation of each such series to fix by the resolution or
resolutions providing for the issue of shares thereof the designations and
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of such series, to the full extent now or hereafter
permitted by the laws of the State of Delaware, in respect of the matters set
forth in the following subdivisions (a) to (g), inclusive:

     (a) the designation of such series;

     (b) the dividend rate of such series;

     (c) the date or dates upon or after which the shares of such series shall
be subject to redemption at the election of the Corporation and the redemption
price or prices per share of such series on such redemption;

     (d) the preference of the shares of such series over the Preference Stock
and the Common Stock as to assets in the event of any liquidation, dissolution
or winding up of the Corporation;

     (e) whether or not the shares of such series shall be entitled to the
benefit of a sinking fund or purchase fund to be applied to the redemption or
purchase of such series and, if so entitled, the amount of such fund and the
manner of its application;

     (f) whether or not the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same class or of any series of any other class or classes of stock of the
Corporation and, if so convertible or exchangeable, the conversion price or
prices or rate or rates, or the rate or rates of exchange, and the adjustments,
if any, in the price or prices or rate or rates at which such conversion or
exchange may be made; and

     (g) whether the holders of shares of such series shall have voting powers
in addition to the voting powers provided for in Section 6 of this Article
Fourth and, if they are to have such additional voting powers, the extent
thereof.

  3. The powers, preferences and rights, and the qualifications, limitations and
restrictions thereof, applicable to the Preferred Stock of all series are as
follows:

     (a) Out of the surplus or net profits of the Corporation legally available
for dividends the holders of the Preferred Stock of each series shall be
entitled to receive, when and as declared by the Board of Directors, dividends
at the per annum rate determined as in this Article Fourth provided for such
series, and no more, payable quarterly on the tenth days of March, June,
September and December in each year (each such day being hereinafter called a
"dividend date" and each quarterly period ending with a dividend date being
hereinafter called a "dividend period"), in each case from the date of
cumulation, as hereinafter in subdivision (e) of this Section 3 defined, of such
series (provided, however, that, if the date of cumulation of such series shall
be a date less than thirty (30) days prior to a dividend date, the dividend that
would otherwise be payable on such dividend date shall be payable on the next
succeeding dividend date), before any sum or sums shall be set aside pursuant to
subdivisions (b) or (f) of this Section 3 for the purchase or redemption of
Preferred Stock 

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of any series and before any dividend shall be declared or paid upon or set
apart for, or any other distribution shall be ordered or made in respect of, or
any payment shall be made on account of the purchase or redemption of, the
Preference Stock or the Common Stock; and such dividends upon the Preferred
Stock shall be cumulative (whether or not in any dividend period or periods
there shall be surplus or net profits of the Corporation legally available for
the payment of such dividends), so that, if at any time dividends upon the
outstanding Preferred Stock of all series at the respective per annum rates
determined as hereinabove specified for such series from the date of cumulation
of each such series to the end of the then current dividend period shall not
have been paid or declared and a sum sufficient for the payment thereof set
apart for such payment, the amount of the deficiency shall be fully paid, but
without interest, or dividends in such amount declared on each such series and a
sum sufficient for the payment thereof set apart for such payment, before any
sum or sums shall be set aside pursuant to subdivisions (b) or (f) of this
Section 3 for the purchase or redemption of Preferred Stock of any series and
before any dividend shall be declared or paid upon or set apart for, or any
other distribution shall be ordered or made in respect of, or any payment shall
be made on account of the purchase or redemption of, the Preference Stock or the
Common Stock.

  All dividends declared on the Preferred Stock for any dividend period shall be
declared pro rata so that the amounts of dividends per share declared for such
period on the Preferred Stock of different series that shall have been
outstanding during such period shall in all cases bear to each other the same
proportions that the respective dividend rates of such series for such period
shall bear to each other.

     (b) Out of any surplus or net profits of the Corporation legally available
for dividends remaining after full cumulative dividends upon the Preferred Stock
of all series then outstanding shall have been paid for all past dividend
periods, and after or concurrently with making payment of, or declaring and
setting apart for payment, full dividends on the Preferred Stock of all series
then outstanding to the end of the then current dividend period and before any
dividends shall be declared or paid upon or set apart for, or any other
distribution shall be ordered or made in respect of, or any payment shall be
made on account of the purchase or redemption of, the Preference Stock or the
Common Stock, the Corporation shall set aside on its books when and as required,
in respect of each series of the Preferred Stock any shares of which shall at
the time be outstanding and in respect of which a sinking fund or purchase fund
for the redemption or purchase thereof shall have been provided for in the
resolution or resolutions providing for the issue of such shares, the sum or
sums required by the terms of such resolution or resolutions as a sinking fund
or purchase fund to be applied in the manner specified above.

     (c) Out of any surplus or net profits of the Corporation legally available
for dividends remaining after full cumulative dividends upon the Preferred Stock
of all series then outstanding shall have been paid for all past dividend
periods, and after or concurrently with making payment of, or declaring and
setting apart for payment, full dividends on the Preferred Stock of all series
then outstanding to the end of the then current dividend period and after the
Corporation shall have complied with the provisions of the foregoing subdivision
(b) of this Section 3 in respect of any and all amounts then or theretofore
required to be set aside or applied in respect of any sinking fund or purchase
fund mentioned in said subdivision (b) and shall have made provision for
compliance with said subdivision (b) in respect of the current sinking fund or
purchase fund period for each series of Preferred Stock then outstanding and
entitled to the benefit of a sinking fund or purchase fund, then and not
otherwise, the holders of the Preference Stock and the Common Stock shall,
subject to the provisions hereof, be entitled to receive such dividends as may
from time to time be declared by the Board of Directors.

     (d) The Preferred Stock of all series shall be preferred over the
Preference Stock and the Common Stock as to assets in the event of any
liquidation or dissolution or winding up of the Corporation, and in that event
the holders of the Preferred Stock of each series shall be entitled to receive,
out of the assets of the Corporation available for distribution to its
stockholders, an amount determined as provided in this Article

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Fourth for every share of their holdings of the Preferred Stock of such series
before any distribution of the assets shall be made to the holders of the
Preference Stock or the Common Stock; and, if in the event of any such
liquidation or dissolution or winding up the holders of all series of the
Preferred Stock shall have received all the amounts to which they shall be
entitled as aforesaid, the holders of the Preference Stock and the Common Stock
shall be entitled, to the exclusion of the holders of the Preferred Stock of all
series, to share ratably in all the assets of the Corporation available for
distribution to the stockholders then remaining according to the number of
shares and terms of the Preference Stock and the Common Stock held by them
respectively. If upon any liquidation or dissolution or winding up of the
Corporation the amounts payable on or with respect to the Preferred Stock of all
series shall not be paid in full, the holders of the shares of the Preferred
Stock of all series shall share ratably in any distribution of assets according
to the respective amounts which would be payable in respect of the shares held
by them upon such distribution if all amounts payable on or with respect to the
Preferred Stock of all series were to be paid in full.

     (e) The term "date of cumulation" as used in this Article Fourth with
reference to the Preferred Stock of any series shall be deemed to mean the date
on which shares of the Preferred Stock of such series shall first be issued (or
such later date if so established in the resolution or resolutions authorizing
such series).

  In the event of the issue of additional shares of the Preferred Stock of any
then existing series, all dividends paid on the Preferred Stock of such series
prior to the issue of such additional shares, and all dividends declared and
payable to holders of record of the Preferred Stock of such series on any date
prior to the issue of such additional shares, shall be deemed to have been paid
on such additional shares.

     (f) All the Preferred Stock, or any series thereof, or any part of any
series thereof, at any time outstanding may be redeemed by the Corporation
(except as otherwise provided by the Board of Directors in accordance with
Section 2 of this Article Fourth), at its election expressed by resolution of
the Board of Directors, upon not less than thirty (30) days previous notice to
the holders of record of the Preferred Stock to be redeemed, given by mail or by
publication in such manner as may be prescribed by resolution of the Board of
Directors, at the applicable redemption price, determined as provided in this
Article Fourth, of the Preferred Stock to be redeemed; provided, however, that
Preferred Stock may be redeemed only after full cumulative dividends upon the
Preferred Stock of all series then outstanding shall have been paid for all past
dividend periods, and after or concurrently with making payment of, or declaring
and setting apart for payment, full dividends on the Preferred Stock of all
series then outstanding (except the shares of the Preferred Stock to be
redeemed) to the end of the current dividend period. If less than all the
outstanding Preferred Stock of any series is to be redeemed, the redemption may
be made either by lot or pro rata or in such fair and equitable other manner as
may be prescribed by resolution of the Board of Directors. From and after the
date fixed in any such notice as the date of redemption (unless default shall be
made by the Corporation in providing moneys for the payment of the redemption
price pursuant to such notice), or, if the Corporation shall so elect, from and
after a date (hereinafter called the date of deposit), prior to the date fixed
as the date of redemption, on which the Corporation shall provide moneys for the
payment of the redemption price by depositing the amount thereof for the account
of the holders of the Preferred Stock entitled thereto with a bank or trust
company doing business in the Borough of Manhattan, in The City of New York, and
having capital and surplus of at least ten million dollars ($10,000,000)
pursuant to notice of such election included in the notice of redemption
specifying the date on which such deposit will be made, all dividends on the
Preferred Stock called for redemption shall cease to accrue and all rights of
the holders thereof as stockholders of the Corporation, except the right to
receive the redemption price as hereinafter provided and, in the case of such
deposit, any conversion rights not theretofore expired, shall cease and
terminate. After the deposit of such amount with such bank or trust company, the
respective holders of record of the Preferred Stock to be redeemed shall be
entitled to receive the redemption price at any time upon actual delivery to
such bank or trust company of certificates for the number of shares to be
redeemed, duly endorsed in blank or accompanied by proper instruments of
assignment and transfer thereof duly endorsed in blank. Any moneys so deposited
which shall remain unclaimed by the holders of such

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Preferred Stock at the end of six (6) years after the redemption date, together
with any interest thereon which shall be allowed by the bank or trust company
with which the deposit shall have been made, shall be paid by such bank or trust
company to the Corporation. Preferred Stock redeemed pursuant to the provisions
of this subdivision shall have the status of authorized but unissued Preferred
Stock.

     (g) So long as any shares of the Preferred Stock of any series shall be
outstanding, (i) the Corporation shall not, without the affirmative vote or
written consent of the holders of two-thirds of the aggregate number of shares
of the Preferred Stock of all series at the time outstanding, considered as a
class without regard to series,

          (A) alter or change the powers, preferences or rights given to the
Preferred Stock by this Second Restated Certificate of Incorporation, so as to
affect the Preferred Stock adversely, or

          (B) authorize or create any class of stock ranking, either as to
payment of dividends or distribution of assets, prior to the Preferred Stock;
and

(ii) the Corporation shall not, without the affirmative vote or written consent
of the holders of a majority of the aggregate number of shares of the Preferred
Stock of all series at the time outstanding, considered as a class without
regard to series, increase the authorized amount of the Preferred Stock or
authorize or create any class of stock ranking, either as to payment of
dividends or distribution of assets, on a parity with the Preferred Stock.

  4. The Preference Stock may be issued from time to time in any amount, not
exceeding in the aggregate, including all shares theretofore issued and then
outstanding of any and all series thereof, the total number of shares of the
Preference Stock hereinabove authorized, as Preference Stock of one or more
series, as hereinafter provided. All shares of any one series of the Preference
Stock shall be identical in all respects, except that shares of any one series
providing for cumulative dividends issued at different times may differ as to
the dates from which dividends shall be cumulative, and each series thereof
shall be distinctively designated by letter or descriptive words. If any of the
Preference Stock shall be subject to redemption, any redeemed Preference Stock
shall have the status of authorized but unissued Preference Stock unless the
Board of Directors otherwise determines in connection with the issuance or
redemption of such Preference Stock.

  5. All series of the Preferred Stock shall have preference and priority over
all series of the Preference Stock in the payment of dividends and in the
distribution of assets in the event of any liquidation, dissolution or winding
up of the Corporation and the Preference Stock shall be subject to all the
powers, preferences and rights of the Preferred Stock as shall be set forth
herein and in the resolution or resolutions fixing the terms of each series of
Preferred Stock adopted by the Board of Directors of this Corporation pursuant
to Section 2 of this Article Fourth. Subject to the foregoing, authority is
hereby expressly granted to the Board of Directors from time to time to issue
the Preference Stock as Preference Stock of any series and in connection with
the creation of each such series to fix by the resolution or resolutions
providing for the issue of shares thereof the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, of such series, to the full extent now or hereafter permitted by the
laws of the State of Delaware, including, without limitation, the matters set
forth in the following subdivisions (a) to (h), inclusive:

     (a) the designation of such series;

     (b) the amount and timing of the declaration and payment of dividends, if
any (including any dividends which may be determined from time to time at the
discretion of the Board of Directors), which shall be payable on the shares of
such series, whether the dividends, if any, of such series shall be cumulative
and, if so, the date from which they shall be cumulative, and any preferences as
to dividends of the shares of such series over the Common Stock or over any
other series of Preference Stock;

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     (c) whether or not the shares of such series shall be subject to redemption
and, if so, the date or dates upon or after which the shares of such series
shall be subject to redemption at the election of the Corporation, the
redemption price or prices per share of such series on such redemption and any
other terms or conditions relating to such redemption;

     (d) any preferences of the shares of such series over the Common Stock or
over any other series of Preference Stock as to assets in the event of any
liquidation, dissolution or winding up of the Corporation and whether or not
shares of such series are to participate in any distribution of assets in the
event of any such liquidation, dissolution or winding up after the payment of
any preference of such shares as to such assets;

     (e) whether or not the shares of such series shall be entitled to the
benefit of a sinking fund or purchase fund to be applied to the redemption or
purchase of such series and, if so entitled, the amount of such fund and the
manner of its application;

     (f) whether or not the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same class or of any series of any other class or classes of stock of the
Corporation and, if so convertible or exchangeable, the conversion price or
prices or rate or rates, or the rate or rates of exchange, and the adjustments,
if any, in the price or prices or rate or rates at which such conversion or
exchange may be made;

     (g) whether the holders of shares of such series shall have voting powers
and, if they are to have such voting powers, the extent thereof (subject to the
limitation set forth in Section 6 of this Article Fourth); and

     (h) the limitations and restrictions, if any, to be effective while any
shares of such series shall be outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or any other class of stock
(other than the Preferred Stock) or any other series of Preference Stock.

  6. Except for such voting powers, if any, as are granted to the holders of the
Preferred Stock by this Section 6 and by subdivision (g) of Section 3 of this
Article Fourth or by law, or as may be granted by the Board of Directors to the
holders of any one or more series of Preferred Stock or Preference Stock in
accordance with Sections 2 and 5 of this Article Fourth, or as may be granted to
the holders of the Preference Stock by law, voting power shall be vested
exclusively in the Common Stock. Holders of stock of whatever class entitled to
vote shall be entitled to one vote for each share of stock held by them.

  If at the time of any annual meeting of stockholders of the Corporation for
the election of directors a default in preference dividends, as the term
"default in preference dividends" is hereinafter defined, shall exist, (i) the
holders of the Preferred Stock, voting separately as a class and without regard
to series, shall have the right to elect two members of the Board of Directors
but, except as provided in the following clause (ii), shall not be entitled to
vote in the election of any of the other directors of the Corporation and (ii)
if at the time of such meeting there shall be outstanding shares of more than
one series of the Preferred Stock, the holders of the Preferred Stock of each
series, if any, of which more than 5,000,000 shares shall then be outstanding,
voting separately as a series, shall have the right to elect one member of the
Board of Directors but, except as provided in the foregoing clause (i), shall
not be entitled to vote in the election of any of the other directors of the
Corporation; and the holders of the Common Stock voting separately as a class,
shall be entitled to elect the other directors of the Corporation, subject to
the voting rights, if any, granted to the holders of the Preference Stock, but
shall not be entitled to vote in the election of the directors of the
Corporation to be elected as provided in the foregoing clauses (i) and (ii).
Whenever a default in preference dividends shall commence to 

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exist, the Corporation, upon the written request of the holders of 5% or more of
the outstanding shares of Preferred Stock or the holders of 5% or more of the
outstanding shares of any series of Preferred Stock that would be entitled to
elect a director of the Corporation pursuant to clause (ii) of the preceding
sentence if an annual meeting of the stockholders of the Corporation for the
election of directors were then being held, shall call a special meeting of the
holders of the Preferred Stock and if, at the time of such request, there shall
be outstanding shares of more than one series of the Preferred Stock, shall also
call a special meeting of the holders of the Preferred Stock of each series, if
any, of which more than 5,000,000 shares shall then be outstanding, such special
meeting or meetings to be held within 120 days after the date on which such
request shall be received by the Corporation for the purpose of enabling such
holders to elect members of the Board of Directors as provided in clauses (i)
and (ii) of the preceding sentence; provided, however, that such special meeting
or meetings need not be called if an annual meeting of stockholders of the
Corporation for the election of directors shall be scheduled to be held within
such 120 days; and provided further that in lieu of any such special meeting,
the election of the directors to be elected thereat may be effected by the
written consent of the holders of a majority of the outstanding shares that
would be entitled to be voted upon at such special meeting. Prior to any such
special meeting or meetings, the number of directors of the Corporation shall be
increased to the extent necessary to provide as additional places on the Board
of Directors the directorships to be filled by the directors to be elected
thereat. Any director elected as aforesaid by the holders of shares of the
Preferred Stock or of any series thereof shall cease to serve as such director
whenever a default in preference dividends shall cease to exist. If, prior to
the end of the term of any director elected as aforesaid by the holders of
shares of the Preferred Stock or of any series thereof, or elected by the
holders of any other class of stock or series thereof, a vacancy in the office
of such director shall occur by reason of death, resignation, removal or
disability, or for any other cause, such vacancy shall be filled for the
unexpired term in the manner provided in the By-laws; provided, however, that if
such vacancy shall be filled by election by the stockholders at a meeting
thereof, the right to fill such vacancy shall be vested in the holders of that
class of stock or series thereof which elected the director the vacancy in the
office of whom is so to be filled, unless, in any such case, no default in
preference dividends shall exist at the time of such election.

  For the purposes of this Section 6 of Article Fourth, a "default in preference
dividends" shall be deemed to have occurred whenever the amount of dividends in
arrears upon any series of the Preferred Stock shall be equivalent to six full
quarter-yearly dividends or more, and, having so occurred, such default in
preference dividends shall be deemed to exist thereafter until, but only until,
all dividends in arrears on all shares of the Preferred Stock then outstanding,
of each and every series, shall have been paid. The term "dividends in arrears"
whenever used in this Section 6 of Article Fourth with reference to the
Preferred Stock of any series shall be deemed to mean (whether or not in any
dividend period in respect of which such term is used there shall have been
surplus or net profits of the Corporation legally available for the payment of
dividends) that amount which shall be equal to cumulative dividends at the rate
expressed in the certificates for the Preferred Stock of such series for all
past quarterly dividend periods less the amount of all dividends paid, or deemed
paid, for all such periods upon such Preferred Stock. Nothing herein contained
shall be deemed to prevent an increase in the number of directors of the
Corporation pursuant to its By-laws as from time to time in effect so as to
provide as additional places on the Board of Directors the directorships to be
filled by the directors so to be elected by the holders of the Preferred Stock
or of any series thereof, or to prevent any other change in the number of the
directors of the Corporation.

  7. Pursuant to the grant of authority to the Board of Directors specified
above, it is hereby expressly acknowledged that any of the powers, designations,
preferences, rights, qualifications, limitations or restrictions of any series
of Preference Stock may be made dependent upon any aspect of the results of
operations of the Corporation or any of its divisions, subsidiaries or other
affiliates (or upon any other facts ascertainable outside this Second Restated
Certificate of Incorporation or the resolution or resolutions providing for the
issuance of such series).

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  8. A holder of stock of the Corporation of any class shall not have any right
as such holder (other than such right, if any, as the Board of Directors in its
discretion may by resolution determine) to purchase, subscribe for or otherwise
acquire any shares of stock of the Corporation of any class now or hereafter
authorized, or any securities convertible into or exchangeable for any such
shares, or any warrants or any instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire any such shares, whether such
shares, securities, warrants or other instruments are now, or shall hereafter
be, authorized, unissued or issued and thereafter acquired by the Corporation.

  9. $5.00 Cumulative Convertible Preferred Stock (Par Value $1 Per Share). The
following are the voting powers, designation, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of the series of Preferred Stock designated
by the Board of Directors of the Corporation as the "$5.00 Cumulative
Convertible Preferred Stock" by resolution dated March 17, 1983, consisting of
2,500,000 shares:

     (a) Designation. The designation of the series of Preferred Stock created
by such resolution shall be $5.00 Cumulative Convertible Preferred Stock
(hereinafter in this Section 9 of Article Fourth called this Series).

     (b) Dividend Rate. Out of the surplus or net profits of the Corporation
legally available for dividends the holders of this Series shall be entitled to
receive, when and as declared by the Board of Directors, dividends at the rate
of $5.00 per share per annum, and no more, payable quarterly on the tenth days
of March, June, September and December in each year (each such day being
hereinafter called a dividend date and each quarterly or shorter (in the case of
the first such period) period ending with a dividend date being hereinafter
called a dividend period), in each case from the date of cumulation (as defined
in subdivision (h) of this Section 9) of this Series (provided, however, that,
if the date of cumulation of this Series shall be a date less than thirty (30)
days prior to a dividend date, the dividend that would otherwise be payable on
such dividend date shall be payable on the next succeeding dividend date),
before any sum or sums shall be set aside pursuant to subdivision (c) of this
Section 9 or subdivision (b) or (f) of Section 3 of Article Fourth of this
Second Restated Certificate of Incorporation for the purchase or redemption of
Preferred Stock of any series and before any dividend shall be declared or paid
upon or set apart for, or any other distribution shall be ordered or made in
respect of, or any payment shall be made on account of the purchase of, the
Common Stock; and such dividends upon the Preferred Stock shall be cumulative
(whether or not in any dividend period or periods there shall be surplus or net
profits of the Corporation legally available for the payment of such dividends),
so that, if at any time dividends upon the outstanding Preferred Stock of all
series at the respective per annum rates determined for such series from the
date of cumulation of each such series to the end of the then current dividend
period shall not have been paid or declared and a sum sufficient for the payment
thereof set apart for such payment, the amount of the deficiency shall be fully
paid, but without interest, or dividends in such amount declared on each such
series and a sum sufficient for the payment thereof set apart for such payment,
before any sum or sums shall be set aside pursuant to subdivision (c) of this
Section 9 or subdivision (b) or (f) of Section 3 of Article Fourth of this
Second Restated Certificate of Incorporation for the purchase or redemption of
Preferred Stock of any series and before any dividend shall be declared or paid
upon or set apart for, or any other distribution shall be ordered or made in
respect of, or any payment shall be made on account of the purchase of, the
Common Stock.

  All dividends declared on the Preferred Stock for any dividend period shall be
declared pro rata so that the amounts of dividends per share declared for such
period on the Preferred Stock of different series that were outstanding during
such period shall in all cases bear to each other the same proportions that the
respective dividend rates of such series for such period bear to each other
(adjusted, as appropriate, if shares of any series were not outstanding during
all such period). No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments which may be in arrears.
Dividends payable on this Series for 

                                      -8-
<PAGE>
 
any period less than a full quarterly period shall be computed on the basis of
the number of days elapsed in a 360 day year consisting of twelve months of
thirty days each.

     (c) Redemption. (1) Shares of this Series shall be redeemable at the option
of the Corporation at any time, either in whole or in part, at a price equal to
the sum of (a) the redemption price per share set forth below for the date fixed
for redemption for such shares:

<TABLE> 
<CAPTION> 
REDEMPTION DATE DURING 12-MONTH                                    REDEMPTION
PERIOD BEGINNING MARCH 10                                             PRICE
-------------------------------                                       -----
<S>                                                                <C> 
1983...............................................................  $55.00
1984...............................................................  $54.50
1985...............................................................  $54.00
1986...............................................................  $53.50
1987...............................................................  $53.00
1988...............................................................  $52.50
1989...............................................................  $52.00
1990...............................................................  $51.50
1991...............................................................  $51.00
1992...............................................................  $50.50
1993 and thereafter................................................  $50.00 
</TABLE>

plus (b) in each case a sum equal to all dividends (whether or not earned or
declared) on such shares accrued and unpaid thereon to the redemption date;
provided, however, that shares of this Series shall be redeemed only after full
cumulative dividends upon the Preferred Stock of all series then outstanding
shall have been paid for all past dividend periods, and after or concurrently
with making payment of, or declaring and setting apart for payment, full
dividends on the Preferred Stock of all series then outstanding (except the
shares of the Preferred Stock to be redeemed) to the end of the current dividend
period; and provided further, however, that shares of this Series shall not be
redeemable prior to March 10, 1986, unless the Closing Price (as defined in
subdivision (f) of this Section 9 shall have equaled or exceeded 150% of the
then applicable conversion prices (as defined in subdivision (f) of this Section
9 for at least 20 consecutive Trading Days (as defined in subdivision (f) of
this Section 9 ending within five Trading Days prior to the date of the notice
of redemption.

     (2) If less than all the outstanding shares of this Series 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.

     (3) Notice of any redemption of shares of this Series, specifying the time
and place of redemption, the redemption price and that the dividends on the
shares to be redeemed shall cease to accrue on the redemption date or date of
deposit referred to below, shall be mailed by first class mail, postage prepaid,
to each holder of record of the shares to be redeemed, at such holder's address
of record, not less than 30 days prior to the redemption date; if less than all
the shares owned by a stockholder are then to be redeemed, the notice shall also
specify the number of shares thereof which are to be redeemed and the numbers of
the certificates representing such shares. Upon surrender in accordance with
such notice of the certificates for the number of shares to be redeemed, duly
endorsed in blank or accompanied by proper instruments of assignment or transfer
thereof duly endorsed in blank, such shares shall be redeemed by the Corporation
at the applicable redemption price. If less than all the shares represented by
any such certificate shall be redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder thereof. From and
after the date fixed in any such notice as the date of redemption (unless
default shall be made by the Corporation in

                                      -9-
<PAGE>
 
providing moneys for the payment of the redemption price pursuant to such
notice), or, if the Corporation shall so elect, from and after a date
(hereinafter called the date of deposit), prior to the date fixed as the date of
redemption, on which the Corporation shall provide moneys for the payment of the
redemption price by depositing the amount thereof for account of the holders of
the shares of this Series entitled thereto with a bank or trust company doing
business in the Borough of Manhattan in The City of New York, and having capital
and surplus of at least ten million dollars ($10,000,000) pursuant to notice of
such election included in the notice of redemption specifying the date on which
such deposit will be made, all dividends on the shares of this Series called for
redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price as hereinafter provided and, in the case of such deposit, any conversion
rights not theretofore expired, shall cease and terminate, and such shares shall
not after the redemption date be deemed to be outstanding. After the deposit of
such amount with such bank or trust company, the respective holders of record of
the shares of this Series to be redeemed shall be entitled to receive the
redemption price at any time upon actual delivery to such bank or trust company
of certificates for the number of shares to be redeemed, duly endorsed in blank
or accompanied by proper instruments of assignment and transfer thereof duly
endorsed in blank. Any moneys so deposited which shall remain unclaimed by the
holders of such shares of this Series at the end of six (6) years after the
redemption date, together with any interest thereon which shall be allowed by
the bank or trust company with which the deposit shall have been made, shall be
paid by such bank or trust company to the Corporation, and thereafter the
holders of shares of this Series redeemed on such redemption date shall look
only to the Corporation for the payment of the redemption price thereof. Any
interest accrued on any funds deposited with any such bank or trust company
shall belong to the Corporation, and shall be paid to it from time to time on
demand.

          (4) Any shares of this Series which shall at any time have been
redeemed, shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board of
Directors.

          (5) The holders of this Series shall be entitled to receive the
redemption payments specified in this subdivision (c) if, when and as such
payments shall be authorized by the Board of Directors, out of the assets of the
Corporation legally available therefor.

        (d) Distributions to Holders of Common Stock. Out of any surplus or net
profits of the Corporation legally available for dividends remaining after full
cumulative dividends upon the Preferred Stock of all series then outstanding
shall have been paid for all past dividend periods, and after or concurrently
with making payment of, or declaring and setting apart for payment, full
dividends on the Preferred Stock of all series then outstanding to the end of
the then current dividend period and after the Corporation shall have complied
with the provisions in respect of any and all amounts then or theretofore
required to be set aside or applied in respect of any sinking fund or purchase
fund with respect to the Preferred Stock of each series then outstanding and
entitled to the benefit of a sinking fund or purchase fund, and shall have made
provision for compliance in respect of the current sinking fund or purchase fund
period for each such series of Preferred Stock, then and not otherwise, the
holders of the Common Stock shall, subject to the provisions of this Second
Restated Certificate of Incorporation, be entitled to receive such dividends as
may from time to time be declared by the Board of Directors.

        (e) Voting. (1) Except for such voting powers as shall be granted to the
holders of shares of this Series by this subdivision (e) or by law, and except
for such voting powers, if any, as shall be granted to holders of shares of
other series of Preferred Stock, voting power shall be vested exclusively in the
Common Stock. Holders of stock of whatever class entitled to vote shall be
entitled to one vote for each share of stock held by them.

                                     -10-
<PAGE>
 
          (2) If at the time of any annual meeting of stockholders of the
Corporation for the election of directors a default in preference dividends, as
the term "default in preference dividends" is hereinafter defined, shall exist,
(i) the holders of the Preferred Stock, voting separately as a class and without
regard to series, shall have the right to elect two members of the Board of
Directors but, except as provided in the following clause (ii), shall not be
entitled to vote in the election of any of the other directors of the
Corporation and (ii) if at the time of such meeting there shall be outstanding
shares of more than one series of the Preferred Stock, the holders of the
Preferred Stock of each series, if any, of which more than 5,000,000 shares are
then outstanding, voting separately as a series, shall have the right to elect
one member of the Board of Directors but, except as provided in the foregoing
clause (i), shall not be entitled to vote in the election of any of the other
directors of the Corporation; and the holders of the Common Stock, voting
separately as a class, shall be entitled to elect the other directors of the
Corporation but shall not be entitled to vote in the election of the directors
of the Corporation to be elected as provided in the foregoing clauses (i) and
(ii). Whenever a default in preference dividends shall commence to exist, the
Corporation, upon the written request of the holders of 5% or more of the
outstanding shares of Preferred Stock or the holders of 5% or more of the
outstanding shares of any series of Preferred Stock that would be entitled to
elect a director of the Corporation pursuant to clause (ii) of the preceding
sentence if an annual meeting of the stockholders of the Corporation for the
election of directors were then being held, shall call a special meeting of the
holders of the Preferred Stock and if, at the time of such request, there shall
be outstanding shares of more than one series of the Preferred Stock, shall also
call a special meeting of the holders of the Preferred Stock of each series, if
any, of which more than 5,000,000 shares are then outstanding, such special
meeting or meetings to be held within 120 days after the date on which such
request is received by the Corporation for the purpose of enabling such holders
to elect members of the Board of Directors as provided in clauses (i) and (ii)
of the preceding sentence; provided, however, that such special meeting or
meetings need not be called if an annual meeting of stockholders of the
Corporation for the election of directors shall be scheduled to be held within
such 120 days; and provided further that in lieu of any such special meeting,
the election of the directors to be elected thereat may be effected by the
written consent of the holders of a majority of the outstanding shares that
would be entitled to be voted upon at such special meeting. Prior to any such
special meeting or meetings, the number of directors of the Corporation shall be
increased to the extent necessary to provide as additional places on the Board
of Directors the directorships to be filled by the directors to be elected
thereat. Any director elected as aforesaid by the holders of shares of the
Preferred Stock or of any series thereof shall cease to serve as such director
whenever a default in preference dividends shall cease to exist. If, prior to
the end of the term of any director elected as aforesaid by the holders of
shares of the Preferred Stock or of any series thereof, or elected by the
holders of the Common Stock, a vacancy in the office of such director shall
occur by reason of death, resignation, removal or disability, or for any other
cause, such vacancy shall be filled for the unexpired term in the manner
provided in the By-laws; provided, however, that if such vacancy shall be filled
by election by the stockholders at a meeting thereof, the right to fill such
vacancy shall be vested in the holders of that class of stock or series thereof
which elected the director the vacancy in the office of whom is so to be filled,
unless, in any such case, no default in preference dividends shall exist at the
time of such election. For the purposes of this subdivision (e), a "default in
preference dividends" shall be deemed to have occurred whenever the amount of
dividends in arrears upon any series of the Preferred Stock shall be equivalent
to six full quarter-yearly dividends or more, and, having so occurred, such
default in preference dividends shall be deemed to exist thereafter until, but
only until, all dividends in arrears on all shares of the Preferred Stock then
outstanding, of each and every series, shall have been paid. The term "dividends
in arrears" whenever used in this subdivision (e) with reference to the
Preferred Stock of any series shall be deemed to mean (whether or not in any
dividend period in respect of which such term is used there shall have been
surplus or net profits of the Corporation legally available for the payment of
dividends) that amount which shall be equal to cumulative dividends at the rate
for the Preferred Stock of such series for all past quarterly dividend periods
less the amount of all dividends paid, or deemed paid, for all such periods upon
such Preferred Stock. Nothing herein contained shall be deemed to prevent an
increase in the number of directors of the Corporation pursuant to its By-laws
as from time to time in effect so as to provide as additional places on the
Board of Directors the directorships to be filled by the directors so to be
elected by the holders 

                                     -11-
<PAGE>
 
of the Preferred Stock or of any series thereof, or to prevent any other change
in the number of the directors of the Corporation.

          (3) So long as any shares of the Preferred Stock of any series shall
be outstanding, (i) the Corporation shall not, without the affirmative vote or
written consent of the holders of two-thirds of the aggregate number of shares
of the Preferred Stock of all series at the time outstanding, considered as a
class without regard to series,

              (A) alter or change the powers, preferences or rights given to the
Preferred Stock by this Second Restated Certificate of Incorporation so as to
affect the Preferred Stock adversely, or

              (B) authorize, create or increase the number of authorized shares
of any class of stock ranking, either as to payment of dividends or distribution
of assets, prior to the Preferred Stock; and

(ii) the Corporation shall not, without the affirmative vote or written consent
of the holders of a majority of the aggregate number of shares of the Preferred
Stock of all series at the time outstanding, considered as a class without
regard to series, increase the authorized amount of the Preferred Stock or
authorize or create any class of stock ranking, either as to payment of
dividends or distribution of assets, on a parity with the Preferred Stock.

          (4) So long as any shares of this Series shall be outstanding, the
Corporation shall not, without the affirmative vote or written consent of the
holders of two-thirds of the number of shares of this Series at the time
outstanding, alter or change the powers, preferences or rights given to the
shares of this Series by this Second Restated Certificate of Incorporation or by
this Section 9 so as to affect the shares of this Series adversely.

     (f)  Conversion Rights. The holders of shares of this Series shall have
the right, at their option, to convert each share of this Series into 1.7699
shares of Common Stock of the Corporation at any time on and subject to the
following terms and conditions:

          (1)  The shares of this Series shall be convertible at the office of
any transfer agent for this Series, and at such other office or offices, if any,
as the Board of Directors may designate, into fully paid and nonassessable
shares (calculated as to each conversion to the nearest 1/100th of a share) of
Common Stock of the Corporation, at the conversion price, determined as
hereinafter provided, in effect at the time of conversion, each share of this
Series being taken at $50.00 for the purpose of such conversion. The price at
which shares of Common Stock shall be delivered upon conversion (herein called
the conversion price) shall be initially $28.25 per share of Common Stock. The
conversion price shall be adjusted as provided in paragraph (4) below.

          (2)  In order to convert shares of this Series into Common Stock the
holder thereof shall surrender at any office hereinabove mentioned the
certificate or certificates therefor, duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly endorsed in blank,
together with any payment required by this paragraph (2) and transfer tax stamps
or funds therefor, if required pursuant to paragraph (8) of this subdivision
(f), and give written notice to the Corporation at said office that he elects to
convert such shares. Shares of this Series surrendered for conversion during the
period from the close of business on any record date for the payment of a
dividend on such shares to the opening of business on the date for payment of
such dividend shall (except in the case of shares which have been called for
redemption on a redemption date within such period) be accompanied by payment of
an amount equal to the dividend payable on such dividend payment date on the
shares of this Series being surrendered for conversion. Except as provided in
the preceding sentence, no payment or adjustment shall be made upon any
conversion on account of any dividends accrued on the shares of this Series
surrendered for conversion or on account of any dividends on the Common Stock
issued upon such conversion.

                                     -12-
<PAGE>
 
     Shares of this Series shall be deemed to have been converted immediately
prior to the close of business on the day of the surrender of such shares for
conversion in accordance with the foregoing provisions, and the person or
persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
at such time; provided, however, that any such surrender on any date when the
stock transfer books of the Corporation shall be closed shall constitute the
person or persons in whose name or names the certificates for such shares of
Common Stock are to be issued as the record holder or holders thereof for all
purposes immediately prior to the close of business on the next succeeding day
on which such stock transfer books are opened and such conversion shall be at
the conversion price in effect at such time on such succeeding day. As promptly
as practicable on or after the conversion date, the Corporation shall issue and
shall deliver at said office a certificate or certificates for the number of
full shares of Common Stock issuable upon such conversion, together with a cash
payment in lieu of any fraction of a share, as hereinafter provided, to the
person or persons entitled to receive the same. In case shares of this Series
are called for redemption, the right to convert such shares shall cease and
terminate at the close of business on the redemption date, unless default shall
be made in payment of the redemption price.

          (3) No fractional shares of Common Stock shall be issued upon
conversion of shares of this Series, but, instead of any fraction of a share of
Common Stock which would otherwise be issuable in respect of the aggregate
number of shares of this Series surrendered for conversion at one time by the
same holder, the Corporation shall pay a cash adjustment of such fraction in an
amount equal to the same fraction of the Closing Price of a share of Common
Stock on the date on which such shares of this Series were duly surrendered for
conversion, or, if such date is not a Trading Day, on the next Trading Day.

          (4) The conversion price shall be adjusted from time to time as
follows:

              (A) In case the Corporation shall (i) pay a dividend or make a
distribution on its outstanding shares of Common Stock in Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue any shares
by reclassification of its shares of Common Stock, the conversion price in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted, effective at the opening of business on the business day next
following such record date or effective date, so that the holder of any shares
of this Series surrendered for conversion after such record date or effective
date shall be entitled to receive the number of shares of capital stock of the
Corporation which he would have owned or been entitled to receive had such
shares of this Series been converted immediately prior to such time. If, as a
result of an adjustment made pursuant to this clause (A), the holder of any
share thereafter surrendered for conversion shall become entitled to receive
shares of two or more classes of capital stock of the Corporation, the Board of
Directors (whose determination shall be conclusive) shall determine the
allocation of the adjusted conversion price between or among shares of such
classes of capital stock.

              (B) In case the Corporation shall hereafter issue rights or
warrants to all holders of its Common Stock entitling them (for a period
expiring within forty-five days after the record date mentioned below) to
subscribe for or purchase shares of Common Stock at a price per share less than
the current market price per share (as determined pursuant to clause (D) of this
paragraph (4)) on the record date mentioned below, the conversion price shall be
adjusted so that the same shall equal the price determined by multiplying the
conversion price in effect immediately prior to such record date by a fraction,
of which the numerator shall be the number of shares of Common Stock outstanding
on such record date plus the number of shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock so
offered would purchase at such current market price and of which the denominator
shall be the number of shares of Common Stock outstanding on such record date
plus the number of additional shares of Common Stock offered for subscription or
purchase. Such adjustment shall become effective at the opening of business on
the business day next following the record date for the determination of
stockholders entitled to receive such rights or warrants; 

                                     -13-
<PAGE>
 
and to the extent that shares of Common Stock are not delivered after the
expiration of such rights or warrants, the conversion price shall be readjusted
(but only with respect to shares of this Series converted after such expiration)
to the conversion price which would then be in effect had the adjustments made
upon the distribution of such rights or warrants been made upon the basis of
delivery of only the number of shares of Common Stock actually delivered. The
right to acquire shares of Common Stock pursuant to the Corporation's Dividend
Reinvestment Plan as in effect on February 1, 1983, as the same may be amended
from time to time, or pursuant to any successor dividend reinvestment plan,
shall not be deemed to be a right giving rise to any adjustment to the
conversion price. For the purposes of this clause (B), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Corporation. The Corporation shall not issue any rights or
warrants in respect of shares of Common Stock held in the treasury of the
Corporation.

              (C) In case the Corporation shall distribute to all holders of its
Common Stock evidences of its indebtedness or assets (including securities, but
excluding any cash dividend or distributions out of surplus or net profits
legally available therefor and dividends referred to in clause (A) of this
paragraph (4)) or subscription rights or warrants (excluding those referred to
in clause (B) of this paragraph (4)), then in each such case the conversion
price shall be adjusted so that the same shall equal the price determined by
multiplying the conversion price in effect immediately prior to the record date
mentioned below by a fraction of which the numerator shall be the current market
price per share (determined as provided in clause (D) of this paragraph (4)) of
the Common Stock on such record date less the then fair market value (as
determined by the Board of Directors of the Corporation, whose determination
shall be conclusive) of the portion of the assets or evidences of indebtedness
so distributed or of such subscription rights or warrants applicable to one
share of Common Stock, and the denominator shall be such current market price
per share of the Common Stock. Such adjustment shall become effective on the
opening of business on the business day next following the record date for the
determination of stockholders entitled to receive such distribution.

              (D) For the purpose of any computation under clause (B) or (C) of
this paragraph (4), the current market price per share of Common Stock on any
date shall be deemed to be the average of the daily Closing Price for the thirty
consecutive Trading Days selected by the Corporation commencing not more than
forty-five Trading Days before the day in question.

              (E) In any case in which this paragraph (4) shall require that an
adjustment as a result of any event become effective at the opening of business
on the business day next following a record date, the Corporation may elect to
defer until after the occurrence of such event (i) issuing to the holder of any
shares of this Series converted after such record date and before the occurrence
of such event the additional shares of Common Stock issuable upon such
conversion over and above the shares of Common Stock issuable upon such
conversion on the basis of the conversion price prior to adjustment and (ii)
paying to such holder any amount in cash in lieu of a fractional share of Common
Stock pursuant to paragraph (3) of this subdivision (f); and, in lieu of the
shares the issuance of which is so deferred, the Corporation shall issue or
cause its transfer agents to issue due bills or other appropriate evidence of
the right to receive such shares should such event occur.

              (F) Any adjustment in the conversion price otherwise required by
this paragraph (4) to be made may be postponed up to, but not beyond, three
years from the date on which it would otherwise be required to be made provided
that such adjustment (plus any other adjustments postponed pursuant to this
clause (F) and not theretofore made) would not require an increase or decrease
of more than $0.50 in such price and would not, if made, entitle the holders of
all then outstanding shares of this Series upon conversion to receive additional
shares of Common Stock equal in the aggregate to 3% or more of the then issued
and outstanding shares of Common Stock. All calculations under this subdivision
(f) shall be made to the nearest cent or to the nearest 1/100th of a share, as
the case may be.

                                     -14-
<PAGE>
 
              (G) The Corporation may (but shall not be obligated to) make such
reductions in the conversion price, in addition to those required by clauses
(A), (B) and (C) of this paragraph (4), as it considers to be advisable in order
that any event treated for Federal income tax purposes as a dividend of stock or
stock rights shall not be taxable to the recipients.

          (5) Whenever the conversion price is adjusted as herein provided:

              (A) the Corporation shall compute the adjusted conversion price in
accordance with this subdivision (f) and shall prepare a certificate signed by
the Treasurer of the Corporation setting forth the adjusted conversion price,
and such certificate shall forthwith be filed with the transfer agent or agents
for this Series; and

              (B) a notice stating that the conversion price has been adjusted
and setting forth the adjusted conversion price shall, as soon as practicable,
be mailed to the holders of record of the outstanding shares of this Series.

          (6) In case:

              (A) the Corporation shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of its
retained earnings; or

              (B) the Corporation shall authorize the granting to the holders of
its Common Stock of rights to subscribe for or purchase any shares of capital
stock of any class or of any other rights; or

              (C) of any reclassification of the capital stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock), or of any consolidation or merger to which the Corporation is
a party and for which approval of any stockholders of the Corporation is
required, or of the sale or transfer of all or substantially all the assets of
the Corporation; or

              (D) of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;

then the Corporation shall cause to be mailed to the transfer agent or agents
for this Series and to the holders of record of the outstanding shares of this
Series, at least 20 days (or 10 days in any case specified in clause (A) or (B)
of this paragraph (6)) prior to the applicable record date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights, 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 are to be determined, or (y)
the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation 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 deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.

          (7) The Corporation shall at all times reserve and keep available,
free from pre-emptive rights, out of its authorized but unissued Common Stock,
for the purpose of effecting the conversion of the shares of this Series, the
full number of shares of Common Stock then deliverable upon the conversion of
all shares of this Series then outstanding, provided, that nothing contained
herein shall be construed to preclude the Corporation from satisfying its
obligations in respect of the conversion of the shares by delivery of purchased
shares of Common Stock which are held in the treasury of the Corporation.

                                     -15-
<PAGE>
 
          (8)  The Corporation shall pay any and all taxes that may be payable
in respect of the issuance or delivery of shares of Common Stock on conversion
of shares of this Series pursuant hereto. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting such issue
shall have paid to the Corporation the amount of any such tax, or shall have
established, to the satisfaction of the Corporation, that such tax shall have
been paid.

          (9)  For the purpose of this subdivision (f) the term "Common Stock"
shall include any stock of any class of the Corporation which has no preference
in respect of dividends or of amounts in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and which
is not subject to redemption by the Corporation. However, except as otherwise
provided in paragraph (11), shares issuable on conversion of shares of this
Series shall include only shares of the class designated as Common Stock of the
Corporation as of the original date of issue of this Series or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation and which are not subject to redemption by the
Corporation, provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

          (10) As used in this subdivision (f), the term "Closing Price" on any
day shall mean the reported last sales price regular way on such day on the New
York Stock Exchange, or, if not reported for such Exchange, on the Composite
Tape, or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way on the New York Stock
Exchange, or, if the Common Stock is not listed or admitted to trading on such
Exchange, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or, if not listed or admitted to trading
on any national securities exchange, the average of the closing bid and asked
prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Corporation for that
purpose, or, if no such quotations are available, the fair market price as
determined by the Corporation (whose determination shall be conclusive); and the
term "Trading Day" shall mean, so long as the Common Stock is listed or admitted
to trading on the New York Stock Exchange (or any successor to such Exchange), a
date on which the New York Stock Exchange (or such successor) is open for the
transaction of business, or, if the Common Stock is not listed or admitted to
trading on such Exchange, a date on which the principal national securities
exchange on which the Common Stock is listed is open for the transaction of
business, or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, a date on which any New York Stock Exchange member
firm is open for the transaction of business.

          (11) If either of the following shall occur, namely: (a) any
consolidation or merger to which the Corporation is a party, other than a
consolidation or a merger in which consolidation or merger the Corporation is a
continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of the Common Stock, or (b) any sale or conveyance to
another corporation of the property of the Corporation as an entirety or
substantially as an entirety; then the holder of each share then outstanding
shall have the right to convert such share only into the kind and amount of
shares of stock and other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon conversion of such share immediately prior to such
consolidation, merger, sale or conveyance, subject to adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
paragraph (4) of this subdivision (f). 

                                     -16-
<PAGE>
 
The provisions of this paragraph (11) shall similarly apply to successive
consolidations, mergers, sales or conveyances.

          (12) Notwithstanding anything elsewhere contained in this Section 9,
any funds which at any time shall have been deposited by the Corporation or on
its behalf with any paying agent for the purpose of paying dividends on or the
redemption price of any of the shares of this Series and which shall not be
required for such purposes because of the conversion of such shares, as provided
in this subdivision (f), shall, upon delivery to the paying agent of evidence
satisfactory to it of such conversion, after such conversion be repaid to the
Corporation by the paying agent.

          (13) Any shares of this Series which shall at any time have been
converted into shares of Common Stock shall, after such conversion, have the
status of authorized but unissued shares of Preferred Stock, without designation
as to series until such shares are once more designated as part of a particular
series by the Board of Directors.

        (g) Liquidation Rights. (1) Upon the liquidation, dissolution or winding
up of the Corporation, the holders of the shares of this Series shall be
entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, before any payment or distribution shall be
made on the Common Stock, the amount of $50 per share, plus a sum equal to all
dividends (whether or not earned or declared) on such shares accrued and unpaid
thereon to the date of final distribution.

          (2)  The Preferred Stock of all series shall be preferred over the
Common Stock as to assets in the event of any liquidation, dissolution or
winding up of the Corporation, and in that event the holders of the Preferred
Stock of each series shall be entitled to receive, out of the assets of the
Corporation available for distribution to its stockholders, an amount determined
as provided in this Section 9 or pursuant to Article Fourth of this Second
Restated Certificate of Incorporation, as the case may be, for every share of
their holdings of the Preferred Stock of such series before any distribution of
the assets shall be made to the holders of the Common Stock; and, if in the
event of any such liquidation, dissolution or winding up the holders of all
series of the Preferred Stock shall have received all the amounts to which they
shall be entitled as aforesaid, the holders of the Common Stock shall be
entitled, to the exclusion of the holders of the Preferred Stock of all series,
to share ratably in all the assets of the Corporation available for distribution
to the stockholders then remaining according to the number of shares of the
Common Stock held by them respectively. If upon any liquidation, dissolution or
winding up of the Corporation the amounts payable on or with respect to the
Preferred Stock of all series are not paid in full, the holders of shares of the
Preferred Stock of all series shall share ratably in any distribution of assets
according to the respective amounts which would be payable in respect of the
shares held by them upon such distribution if all amounts payable on or with
respect to the Preferred Stock of all series were paid in full.

          (3)  Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all the property and
assets of the Corporation nor the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for the purposes of this
subdivision (g).

        (h) Date of Cumulation. The term "date of cumulation" as used in this
Section 9 with reference to the Preferred Stock of any series shall be deemed to
mean the date on which shares of the Preferred Stock of such series are first
issued.

     In the event of the issue of additional shares of the Preferred Stock of
any then existing series, all dividends paid on the Preferred Stock of such
series prior to the issue of such additional shares, and all

                                     -17-
<PAGE>
 
dividends declared and payable to holders of record of the Preferred Stock of
such series on any date prior to the issue of such additional shares, shall be
deemed to have been paid on such additional shares.

     10. $2.50 Cumulative Convertible Preferred Stock (Par Value $1 Per Share).
The following are the voting powers, designation, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of the series of Preferred Stock designated
by the Board of Directors of the Corporation as the "$2.50 Cumulative
Convertible Preferred Stock" by resolution dated October 3, 1983, consisting of
4,000,000 shares:

         (a) Designation. The designation of the series of Preferred Stock
created by such resolution shall be $2.50 Cumulative Convertible Preferred Stock
(hereinafter in this Section 10 of Article Fourth called "this Series").

         (b) Dividend Rate. Out of the surplus or net profits of the Corporation
legally available for dividends the holders of this Series shall be entitled to
receive, when and as declared by the Board of Directors, dividends at the rate
of $2.50 per share per annum, and no more, payable quarterly on the tenth days
of March, June, September and December in each year (each such day being
hereinafter called a dividend date and each quarterly or shorter (in the case of
the first such period) period ending with a dividend date being hereinafter
called a dividend period), in each case from the date of cumulation (as defined
in subdivision (h) of this Section 10) of this Series (provided, however, that,
if the date of cumulation of this Series shall be a date less than thirty (30)
days prior to a dividend date, the dividend that would otherwise be payable on
such dividend date shall be payable on the next succeeding dividend date),
before any sum or sums shall be set aside pursuant to subdivision (c) of this
Section 10 or subdivision (b) or (f) of Section 3 of Article Fourth of this
Second Restated Certificate of Incorporation for the purchase or redemption of
Preferred Stock of any series and before any dividend shall be declared or paid
upon or set apart for, or any other distribution shall be ordered or made in
respect of, or any payment shall be made on account of the purchase of, the
Common Stock; and such dividends upon the Preferred Stock shall be cumulative
(whether or not in any dividend period or periods there shall be surplus or net
profits of the Corporation legally available for the payment of such dividends),
so that, if at any time dividends upon the outstanding Preferred Stock of all
series at the respective per annum rates determined for such series from the
date of cumulation of each such series to the end of the then current dividend
period shall not have been paid or declared and a sum sufficient for the payment
thereof set apart for such payment, the amount of the deficiency shall be fully
paid, but without interest, or dividends in such amount declared on each such
series and a sum sufficient for the payment thereof set apart for such payment,
before any sum or sums shall be set aside pursuant to subdivision (c) of this
Section 10 or subdivision (b) or (f) of Section 3 of Article Fourth of this
Second Restated Certificate of Incorporation for the purchase or redemption of
Preferred Stock of any series and before any dividend shall be declared or paid
upon or set apart for, or any other distribution shall be ordered or made in
respect of, or any payment shall be made on account of the purchase of, the
Common Stock.

     All dividends declared on the Preferred Stock for any dividend period shall
be declared pro rata so that the amounts of dividends per share declared for
such period on the Preferred Stock of different series that were outstanding
during such period shall in all cases bear to each other the same proportions
that the respective dividend rates of such series for such period bear to each
other (adjusted, as appropriate, if shares of any series were not outstanding
during all such period). No interest, or sum of money in lieu of interest, shall
be payable in respect of any dividend payment or payments which may be in
arrears. Dividends payable on this Series for any period less than a full
quarterly period shall be computed on the basis of the number of days elapsed in
a 360-day year consisting of twelve months of thirty days each.

        (c) Redemption. (1) Shares of this Series shall be redeemable at the
option of the Corporation at any time, either in whole or in part, at a price
equal to the sum of (a) the redemption price per share set forth 

                                     -18-
<PAGE>
 
below for the date fixed for redemption for such shares:

<TABLE>
<CAPTION>
REDEMPTION DATE DURING 12-MONTH                   REDEMPTION
PERIOD BEGINNING SEPTEMBER 10                       PRICE
-------------------------------                     -----
<S>                                               <C>
1983.............................................  $27.50
1984.............................................  $27.25
1985.............................................  $27.00
1986.............................................  $26.75
1987.............................................  $26.50
1988.............................................  $26.25
1989.............................................  $26.00
1990.............................................  $25.75
1991.............................................  $25.50
1992.............................................  $25.25
1993 and thereafter..............................  $25.00
</TABLE>

plus (b) in each case a sum equal to all dividends (whether or not earned or
declared) on such shares accrued and unpaid thereon to the redemption date;
provided, however, that shares of this Series shall be redeemed only after full
cumulative dividends upon the Preferred Stock of all series then outstanding
shall have been paid for all past dividend periods, and after or concurrently
with making payment of, or declaring and setting apart for payment, full
dividends on the Preferred Stock of all series then outstanding (except the
shares of the Preferred Stock to be redeemed) to the end of the current dividend
period; and provided further, however, that shares of this Series shall not be
redeemable prior to September 10, 1986, unless the Closing Price (as defined in
subdivision (f) of this Section 10) shall have equaled or exceeded 150% of the
then applicable conversion price (as defined in subdivision (f) of this Section
10) for at least 20 consecutive Trading Days (as defined in subdivision (f) of
this Section 10) ending within five Trading Days prior to the date of the notice
of redemption.

          (2) If less than all the outstanding shares of this Series 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.

          (3) Notice of any redemption of shares of this Series, specifying the
time and place of redemption, the redemption price and that the dividends on the
shares to be redeemed shall cease to accrue on the redemption date or date of
deposit referred to below, shall be mailed by first class mail, postage prepaid,
to each holder of record of the shares to be redeemed, at such holder's address
of record, not less than 30 days prior to the redemption date; if less than all
the shares owned by a stockholder are then to be redeemed, the notice shall also
specify the number of shares thereof which are to be redeemed and the numbers of
the certificates representing such shares. Upon surrender in accordance with
such notice of the certificates for the number of shares to be redeemed, duly
endorsed in blank or accompanied by proper instruments of assignment or transfer
thereof duly endorsed in blank, such shares shall be redeemed by the Corporation
at the applicable redemption price. If less than all the shares represented by
any such certificate shall be redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder thereof. From and
after the date fixed in any such notice as the date of redemption (unless
default shall be made by the Corporation in providing moneys for the payment of
the redemption price pursuant to such notice), or, if the Corporation shall so
elect, from and after a date (hereinafter called the date of deposit), prior to
the date fixed as the date of redemption, on which the Corporation shall provide
moneys for the payment of the redemption price by depositing the amount thereof
for account of the holders of the shares of this Series entitled thereto with a
bank or trust company doing business in the Borough of Manhattan, in The City of
New York, and having capital 

                                     -19-
<PAGE>
 
and surplus of at least ten million dollars ($10,000,000) pursuant to notice of
such election included in the notice of redemption specifying the date on which
such deposit will be made, all dividends on the shares of this Series called for
redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price as hereinafter provided and, in the case of such deposit, any conversion
rights not theretofore expired, shall cease and terminate, and such shares shall
not after the redemption date be deemed to be outstanding. After the deposit of
such amount with such bank or trust company, the respective holders of record of
the shares of this Series to be redeemed shall be entitled to receive the
redemption price at any time after the redemption date upon actual delivery to
such bank or trust company of certificates for the number of shares to be
redeemed, duly endorsed in blank or accompanied by proper instruments of
assignment and transfer thereof duly endorsed in blank. Any moneys so deposited
which shall remain unclaimed by the holders of such shares of this Series at the
end of six (6) years after the redemption date, together with any interest
thereon which shall be allowed by the bank or trust company with which the
deposit shall have been made, shall be paid by such bank or trust company to the
Corporation, and thereafter the holders of shares of this Series redeemed on
such redemption date shall look only to the Corporation for the payment of the
redemption price thereof. Any interest accrued on any funds deposited with any
such bank or trust company shall belong to the Corporation, and shall be paid to
it from time to time on demand.

          (4) Any shares of this Series which shall at any time have been
redeemed, shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board of
Directors.

          (5) The holders of this Series shall be entitled to receive the
redemption payments specified in this subdivision (c), if, when and as such
payments shall be authorized by the Board of Directors, out of the assets of the
Corporation legally available therefor.

     (d)  Distributions to Holders of Common Stock. Out of any surplus or net
profits of the Corporation legally available for dividends remaining after full
cumulative dividends upon the Preferred Stock of all series then outstanding
shall have been paid for all past dividend periods, and after or concurrently
with making payment of, or declaring and setting apart for payment, full
dividends on the Preferred Stock of all series then outstanding to the end of
the then current dividend period and after the Corporation shall have complied
with the provisions in respect of any and all amounts then or theretofore
required to be set aside or applied in respect of any sinking fund or purchase
fund with respect to the Preferred Stock of each series then outstanding and
entitled to the benefit of a sinking fund or purchase fund, and shall have made
provision for compliance in respect of the current sinking fund or purchase fund
period for each such series of Preferred Stock, then and not otherwise, the
holders of the Common Stock shall, subject to the provisions of this Second
Restated Certificate of Incorporation, be entitled to receive such dividends as
may from time to time be declared by the Board of Directors.

     (e)  Voting. (1) Except for such voting powers as shall be granted to the
holders of shares of this Series by this subdivision (e) or by law, and except
for such voting powers, if any, as shall be granted to holders of shares of
other series of Preferred Stock, voting power shall be vested exclusively in the
Common Stock. Holders of stock of whatever class entitled to vote shall be
entitled to one vote for each share of stock held by them.

          (2) If at the time of any annual meeting of stockholders of the
Corporation for the election of directors a default in preference dividends, as
the term "default in preference dividends" is hereinafter defined, shall exist,
(i) the holders of the Preferred Stock, voting separately as a class and without
regard to series, shall have the right to elect two members of the Board of
Directors but, except as provided in the following clause (ii), shall not be
entitled to vote in the election of any of the other directors of the
Corporation and (ii) if at the time of such meeting there shall be outstanding
shares of more than one series of the Preferred Stock, the 

                                     -20-
<PAGE>
 
holders of the Preferred Stock of each series, if any, of which more than
5,000,000 shares are then outstanding, voting separately as a series, shall have
the right to elect one member of the Board of Directors but, except as provided
in the foregoing clause (i), shall not be entitled to vote in the election of
any of the other directors of the Corporation; and the holders of the Common
Stock, voting separately as a class, shall be entitled to elect the other
directors of the Corporation but shall not be entitled to vote in the election
of the directors of the Corporation to be elected as provided in the foregoing
clauses (i) and (ii). Whenever a default in preference dividends shall commence
to exist, the Corporation, upon the written request of the holders of 5% or more
of the outstanding shares of Preferred Stock or the holders of 5% or more of the
outstanding shares of any series of Preferred Stock that would be entitled to
elect a director of the Corporation pursuant to clause (ii) of the preceding
sentence if an annual meeting of the stockholders of the Corporation for the
election of directors were then being held, shall call a special meeting of the
holders of the Preferred Stock and if, at the time of such request, there shall
be outstanding shares of more than one series of the Preferred Stock, shall also
call a special meeting of the holders of the Preferred Stock of each series, if
any, of which more than 5,000,000 shares are then outstanding, such special
meeting or meetings to be held within 120 days after the date on which such
request is received by the Corporation for the purpose of enabling such holders
to elect members of the Board of Directors as provided in clauses (i) and (ii)
of the preceding sentence; provided, however, that such special meeting or
meetings need not be called if an annual meeting of stockholders of the
Corporation for the election of directors shall be scheduled to be held within
such 120 days; and provided further that in lieu of any such special meeting,
the election of the directors to be elected thereat may be effected by the
written consent of the holders of a majority of the outstanding shares that
would be entitled to be voted upon at such special meeting. Prior to any such
special meeting or meetings, the number of directors of the Corporation shall be
increased to the extent necessary to provide as additional places on the Board
of Directors the directorships to be filled by the directors to be elected
thereat. Any director elected as aforesaid by the holders of shares of the
Preferred Stock or of any series thereof shall cease to serve as such director
whenever a default in preference dividends shall cease to exist. If, prior to
the end of the term of any director elected as aforesaid by the holders of
shares of the Preferred Stock or of any series thereof, or elected by the
holders of the Common Stock, a vacancy in the office of such director shall
occur by reason of death, resignation, removal or disability, or for any other
cause, such vacancy shall be filled for the unexpired term in the manner
provided in the By-laws; provided, however, that if such vacancy shall be filled
by election by the stockholders at a meeting thereof, the right to fill such
vacancy shall be vested in the holders of that class of stock or series thereof
which elected the director the vacancy in the office of whom is so to be filled,
unless, in any such case, no default in preference dividends shall exist at the
time of such election. For the purposes of this subdivision (e), a "default in
preference dividends" shall be deemed to have occurred whenever the amount of
dividends in arrears upon any series of the Preferred Stock shall be equivalent
to six full quarter-yearly dividends or more, and, having so occurred, such
default in preference dividends shall be deemed to exist thereafter until, but
only until, all dividends in arrears on all shares of the Preferred Stock then
outstanding, of each and every series, shall have been paid. The term "dividends
in arrears" whenever used in this subdivision (e) with reference to the
Preferred Stock of any series shall be deemed to mean (whether or not in any
dividend period in respect of which such term is used there shall have been
surplus or net profits of the Corporation legally available for the payment of
dividends) that amount which shall be equal to cumulative dividends at the rate
for the Preferred Stock of such series for all past quarterly dividend periods
less the amount of all dividends paid, or deemed paid, for all such periods upon
such Preferred Stock. Nothing herein contained shall be deemed to prevent an
increase in the number of directors of the Corporation pursuant to its By-laws
as from time to time in effect so as to provide as additional places on the
Board of Directors the directorships to be filled by the directors so to be
elected by the holders of the Preferred Stock or of any series thereof, or to
prevent any other change in the number of the directors of the Corporation.

          (3) So long as any shares of the Preferred Stock of any series shall
be outstanding, (i) the Corporation shall not, without the affirmative vote or
written consent of the holders of two-thirds of the aggregate number of shares
of the Preferred Stock of all series at the time outstanding, considered as a
class without regard to series,

                                     -21-
<PAGE>
 
               (A) alter or change the powers, preferences or rights given to
the Preferred Stock by this Second Restated Certificate of Incorporation so as
to affect the Preferred Stock adversely, or

               (B) authorize, create or increase the number of authorized shares
of any class of stock ranking, either as to payment of dividends or distribution
of assets, prior to the Preferred Stock; and

(ii) the Corporation shall not, without the affirmative vote or written consent
of the holders of a majority of the aggregate number of shares of the Preferred
Stock of all series at the time outstanding, considered as a class without
regard to series, increase the authorized amount of the Preferred Stock or
authorize or create any class of stock ranking, either as to payment of
dividends or distribution of assets, on a parity with the Preferred Stock.

          (4)  So long as any shares of this Series shall be outstanding, the
Corporation shall not, without the affirmative vote or written consent of the
holders of two-thirds of the number of shares of this Series at the time
outstanding, alter or change the powers, preferences or rights given to the
shares of this Series by this Second Restated Certificate of Incorporation or by
this Section 10 so as to affect the shares of this Series adversely.

      (f) Conversion Rights. The holders of shares of this Series shall have the
right, at their option, to convert each share of this Series into 0.8403 shares
of Common Stock of the Corporation at any time on and subject to the following
terms and conditions:

          (1) The shares of this Series shall be convertible at the office of
any transfer agent for this Series, and at such other office or offices, if any,
as the Board of Directors may designate, into fully paid and nonassessable
shares (calculated as to each conversion to the nearest 1/100th of a share) of
Common Stock of the Corporation, at the conversion price, determined as
hereinafter provided, in effect at the time of conversion, each share of this
Series being taken at $25.00 for the purpose of such conversion. The price at
which shares of Common Stock shall be delivered upon conversion (herein called
the conversion price) shall be initially $29.75 per share of Common Stock. The
conversion price shall be adjusted as provided in paragraph (4) of this
subdivision (f).

          (2) In order to convert shares of this Series into Common Stock the
holder thereof shall surrender at any office hereinabove mentioned the
certificate or certificates therefor, duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly endorsed in blank,
together with any payment required by this paragraph (2) and transfer tax stamps
or funds therefor, if required pursuant to paragraph (8) of this subdivision
(f), and give written notice to the Corporation at said office that he elects to
convert such shares. Shares of this Series surrendered for conversion during the
period from the close of business on any record date for the payment of a
dividend on such shares to the opening of business on the date for payment of
such dividend shall (except in the case of shares which have been called for
redemption on a redemption date within such period) be accompanied by payment of
an amount equal to the dividend payable on such dividend payment date on the
shares of this Series being surrendered for conversion. Except as provided in
the preceding sentence, no payment or adjustment shall be made upon any
conversion on account of any dividends accrued on the shares of this Series
surrendered for conversion or on account of any dividends on the Common Stock
issued upon such conversion.

     Shares of this Series shall be deemed to have been converted immediately
prior to the close of business on the day of the surrender of such shares for
conversion in accordance with the foregoing provisions, and the person or
persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
at such time; provided, however, that any such surrender on any date when the
stock transfer books of the Corporation shall be closed shall constitute the
person or persons in whose name or names the certificates for such shares of
Common Stock are to be issued 

                                     -22-
<PAGE>
 
as the record holder or holders thereof for all purposes immediately prior to
the close of business on the next succeeding day on which such stock transfer
books are opened and such conversion shall be at the conversion price in effect
at such time on such succeeding day. As promptly as practicable on or after the
conversion date, the Corporation shall issue and shall deliver at said office a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with a cash payment in lieu of any
fraction of a share, as hereinafter provided, to the person or persons entitled
to receive the same. In case shares of this Series are called for redemption,
the right to convert such shares shall cease and terminate at the close of
business on the redemption date, unless default shall be made in payment of the
redemption price.

          (3)  No fractional shares of Common Stock shall be issued upon
conversion of shares of this Series, but, instead of any fraction of a share of
Common Stock which would otherwise be issuable in respect of the aggregate
number of shares of this Series surrendered for conversion at one time by the
same holder, the Corporation shall pay a cash adjustment of such fraction in an
amount equal to the same fraction of the Closing Price of a share of Common
Stock on the date on which such shares of this Series were duly surrendered for
conversion, or, if such date is not a Trading Day, on the next Trading Day.

          (4)  The conversion price shall be adjusted from time to time as
follows:

               (A) In case the Corporation shall (i) pay a dividend or make a
distribution in its outstanding shares of Common Stock in Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue any shares
by reclassification of its shares of Common Stock, the conversion price in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted, effective at the opening of business on the business day next
following such record date or effective date, so that the holder of any shares
of this Series surrendered for conversion after such record date or effective
date shall be entitled to receive the number of shares of capital stock of the
Corporation which he would have owned or been entitled to receive had such
shares of this Series been converted immediately prior to such time. If, as a
result of an adjustment made pursuant to this clause (A), the holder of any
share thereafter surrendered for conversion shall become entitled to receive
shares of two or more classes of capital stock of the Corporation, the Board of
Directors (whose determination shall be conclusive) shall determine the
allocation of the adjusted conversion price between or among shares of such
classes of capital stock.

               (B) In case the Corporation shall hereafter issue rights or
warrants to all holders of its Common Stock entitling them (for a period
expiring within forty-five days after the record date mentioned below) to
subscribe for or purchase shares of Common Stock at a price per share less than
the current market price per share (as determined pursuant to clause (D) of this
paragraph (4)) on the record date mentioned below, the conversion price shall be
adjusted so that the same shall equal the price determined by multiplying the
conversion price in effect immediately prior to such record date by a fraction,
of which the numerator shall be the number of shares of Common Stock outstanding
on such record date plus the number of shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock so
offered would purchase at such current market price and of which the denominator
shall be the number of shares of Common Stock outstanding on such record date
plus the number of additional shares of Common Stock offered for subscription of
purchase. Such adjustment shall become effective at the opening of business on
the business day next following the record date for the determination of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the conversion price shall be readjusted (but only with respect to
shares of this Series converted after such expiration) to the conversion price
which would then be in effect had the adjustments made upon the distribution of
such rights or warrants been made upon the basis of delivery of only the number
of shares of Common Stock actually delivered. The right to acquire shares of
Common Stock pursuant to the Corporation's Dividend Reinvestment Plan as in
effect on September 1, 1983, as the same may be amended from time to time, or

                                     -23-
<PAGE>
 
pursuant to any successor dividend reinvestment plan, shall not be deemed to be
a right giving rise to any adjustment to the conversion price. For the purposes
of this clause (B), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Corporation. The
Corporation shall not issue any rights or warrants in respect of shares of
Common Stock held in the treasury of the Corporation.

          (C) In case the Corporation shall distribute to all holders of its
Common Stock evidences of its indebtedness or assets (including securities, but
excluding any cash dividend or distributions out of surplus or net profits
legally available therefor and dividends referred to in clause (A) of this
paragraph (4)) or subscription rights or warrants (excluding those referred to
in clause (B) of this paragraph (4)), then in each such case the conversion
price shall be adjusted so that the same shall equal the price determined by
multiplying the conversion price in effect immediately prior to the record date
mentioned below by a fraction of which the numerator shall be the current market
price per share (determined as provided in clause (D) of this paragraph (4)) of
the Common Stock on such record date less the then fair market value (as
determined by the Board of Directors of the Corporation, whose determination
shall be conclusive) of the portion of the assets or evidences of indebtedness
so distributed or of such subscription rights or warrants applicable to one
share of Common Stock, and the denominator shall be such current market price
per share of the Common Stock. Such adjustment shall become effective on the
opening of business on the business day next following the record date for the
determination of stockholders entitled to receive such distribution.

          (D) For the purpose of any computation under clause (B) or (C) of this
paragraph (4), the current market price per share of Common Stock on any date
shall be deemed to be the average of the daily Closing Price for the thirty
consecutive Trading Days selected by the Corporation commencing not more than
forty-five Trading Days before the day in question.

          (E) In any case in which this paragraph (4) shall require that an
adjustment as a result of any event become effective at the opening of business
on the business day next following a record date, the Corporation may elect to
defer until after the occurrence of such event (i) issuing to the holder of any
shares of this Series converted after such record date and before the occurrence
of such event the additional shares of Common Stock issuable upon such
conversion over and above the shares of Common Stock issuable upon such
conversion on the basis of the conversion price prior to adjustment and (ii)
paying to such holder any amount in cash in lieu of a fractional share of Common
Stock pursuant to paragraph (3) of this subdivision (f); and, in lieu of the
shares the issuance of which is so deferred, the Corporation shall issue or
cause its transfer agents to issue due bills or other appropriate evidence of
the right to receive such shares should such event occur.

          (F) Any adjustment in the conversion price otherwise required by this
paragraph (4) to be made may be postponed up to, but not beyond, three years
from the date on which it would otherwise be required to be made provided that
such adjustment (plus any other adjustments postponed pursuant to this clause
(F) and not theretofore made) would not require an increase or decrease of more
than $0.50 in such price and would not, if made, entitle the holders of all then
outstanding shares of this Series upon conversion to receive additional shares
of Common Stock equal in the aggregate to 3% or more of the then issued and
outstanding shares of Common Stock. All calculations under this subdivision (f)
shall be made to the nearest cent or to the nearest 1/100th of a share, as the
case may be.

          (G) The Corporation may (but shall not be obligated to) make such
reductions in the conversion price, in addition to those required by clauses
(A), (B) and (C) of this paragraph (4), as it considers to be advisable in order
that any event treated for Federal income tax purposes as a dividend of stock or
stock rights shall not be taxable to the recipients.

                                     -24-
<PAGE>
 
          (5)  Whenever the conversion price is adjusted as herein provided:

               (A) the Corporation shall compute the adjusted conversion price
in accordance with this subdivision (f) and shall prepare a certificate signed
by the Treasurer of the Corporation setting forth the adjusted conversion price,
and such certificate shall forthwith be filed with the transfer agent or agents
for this Series; and

               (B) a notice stating that the conversion price has been adjusted
and setting forth the adjusted conversion price shall, as soon as practicable,
be mailed to the holders of record of the outstanding shares of this Series.

          (6)  In case:

               (A) the Corporation shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of its
retained earnings; or

               (B) the Corporation shall authorize the granting to the holders
of its Common Stock of rights to subscribe for or purchase any shares of capital
stock of any class or of any other rights; or

               (C) of any reclassification of the capital stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock), or of any consolidation or merger to which the Corporation is
a party and for which approval of any stockholders of the Corporation is
required, or of the sale or transfer of all or substantially all the assets of
the Corporation; or

               (D) of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;

then the Corporation shall cause to be mailed to the transfer agent or agents
for this Series and to the holders of record of the outstanding shares of this
Series, at least 20 days (or 10 days in any case specified in clause (A) or (B)
of this paragraph (6)) prior to the applicable record date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights, 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 are to be determined, or (y)
the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation 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 deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.

          (7)  The Corporation shall at all times reserve and keep available,
free from pre-emptive rights, out of its authorized but unissued Common Stock,
for the purpose of effecting the conversion of the shares of this Series, the
full number of shares of Common Stock then deliverable upon the conversion of
all shares of this Series then outstanding, provided, that nothing contained
herein shall be construed to preclude the Corporation from satisfying its
obligations in respect of the conversion of the shares by delivery of purchased
shares of Common Stock which are held in the treasury of the Corporation.

          (8)  The Corporation shall pay any and all taxes that may be payable
in respect of the issuance or delivery of shares of Common Stock on conversion
of shares of this Series pursuant hereto. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting 

                                     -25-
<PAGE>
 
such issue shall have paid to the Corporation the amount of any such tax, or
shall have established, to the satisfaction of the Corporation, that such tax
shall have been paid.

          (9) For the purpose of this subdivision (f) the term "Common Stock"
shall include any stock of any class of the Corporation which has no preference
in respect of dividends or of amounts in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and which
is not subject to redemption by the Corporation. However, except as otherwise
provided in paragraph (11), shares issuable on conversion of shares of this
Series shall include only shares of the class designated as Common Stock of the
Corporation as of the original date of issue of this Series or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation and which are not subject to redemption by the
Corporation, provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

          (10) As used in this subdivision (f), the term "Closing Price" on any
day shall mean the reported last sales price regular way on such day on the New
York Stock Exchange, or, if not reported for such Exchange, on the Composite
Tape, or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way on the New York Stock
Exchange, or, if the Common Stock is not listed or admitted to trading on such
Exchange, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or, if not listed or admitted to trading
on any national securities exchange, the average of the closing bid and asked
prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Corporation for that
purpose, or, if no such quotations are available, the fair market price as
determined by the Corporation (whose determination shall be conclusive); and the
term "Trading Day" shall mean, so long as the Common Stock is listed or admitted
to trading on the New York Stock Exchange (or any successor to such Exchange), a
date on which the New York Stock Exchange (or such successor) is open for the
transaction of business, or, if the Common Stock is not listed or admitted to
trading on such Exchange, a date on which the principal national securities
exchange on which the Common Stock is listed is open for the transaction of
business, or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, a date on which any New York Stock Exchange member
firm is open for the transaction of business.

          (11) If either of the following shall occur, namely: (a) any
consolidation or merger to which the Corporation is a party, other than a
consolidation or a merger in which consolidation or merger the Corporation is a
continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of the Common Stock, or (b) any sale or conveyance to
another corporation of the property of the Corporation as an entirety or
substantially as an entirety; then the holder of each share then outstanding
shall have the right to convert such share only into the kind and amount of
shares of stock and other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon conversion of such share immediately prior to such
consolidation, merger, sale or conveyance, subject to adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
paragraph (4) of this subdivision (f). The provisions of this paragraph (11)
shall similarly apply to successive consolidations, mergers, sales or
conveyances.

          (12) Notwithstanding anything else contained in this Section 10, any
funds which at any time shall have been deposited by the Corporation or on its
behalf with any paying agent for the purpose of paying dividends on or the
redemption price of any of the shares of this Series and which shall not be
required for such 

                                     -26-
<PAGE>
 
purposes because of the conversion of such shares, as provided in this
subdivision (f), shall, upon delivery to the paying agent of evidence
satisfactory to it of such conversion, after such conversion be repaid to the
Corporation by the paying agent.

               (13) Any shares of this Series which shall at any time have been
converted into shares of Common Stock shall, after such conversion, have the
status of authorized but unissued shares of Preferred Stock, without designation
as to series until such shares are once more designated as part of a particular
series by the Board of Directors.

          (g)  Liquidation Rights. (1) Upon the liquidation, dissolution or
winding up of the Corporation, the holders of the shares of this Series shall be
entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, before any payment or distribution shall be
made on the Common Stock, the amount of $25 per share, plus a sum equal to all
dividends (whether or not earned or declared) on such shares accrued and unpaid
thereon to the date of final distribution.

               (2) The Preferred Stock of all series shall be preferred over the
Common Stock as to assets in the event of any liquidation, dissolution or
winding up of the Corporation, and in that event the holders of the Preferred
Stock of each series shall be entitled to receive, out of the assets of the
Corporation available for distribution to its stockholders, an amount determined
as provided in this Section 10 or pursuant to Article Fourth of this Second
Restated Certificate of Incorporation, as the case may be, for every share of
their holdings of the Preferred Stock of such series before any distribution of
the assets shall be made to the holders of the Common Stock; and, if in the
event of any such liquidation, dissolution or winding up the holders of all
series of the Preferred Stock shall have received all the amounts to which they
shall be entitled as aforesaid, the holders of the Common Stock shall be
entitled, to the exclusion of the holders of the Preferred Stock of all series,
to share ratably in all the assets of the Corporation available for distribution
to the stockholders then remaining according to the number of shares of the
Common Stock held by them respectively. If upon any liquidation, dissolution or
winding up of the Corporation the amounts payable on or with respect to the
Preferred Stock of all series are not paid in full, the holders of shares of the
Preferred Stock of all series shall share ratably in any distribution of assets
according to the respective amounts which would be payable in respect of the
shares held by them upon such distribution if all amounts payable on or with
respect to the Preferred Stock of all series were paid in full.

               (3) Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation nor the merger or consolidation of the
Corporation into or with any other corporation or the merger or consolidation of
any other corporation into or with the Corporation shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for the purposes of
this subdivision (g).

          (h)  Date of Cumulation. The term "date of cumulation" as used herein
with reference to the Preferred Stock of any series shall be deemed to mean the
date on which shares of the Preferred Stock of such series are first issue.

     In the event of the issue of additional shares of the Preferred Stock of
any then existing series, all dividends paid on the Preferred Stock of such
series prior to the issue of such additional shares, and all dividends declared
and payable to holders of record of the Preferred Stock of such series on any
date prior to the issue of such additional shares, shall be deemed to have been
paid on such additional shares.

     11. $3.50 Cumulative Convertible Preferred Stock (Par Value $1 Per Share).
The following are the voting powers, designation, preferences and relative,
participating, optional or other special rights, and the 

                                     -27-
<PAGE>
 
qualifications, limitations or restrictions thereof, of the series of Preferred
Stock designated by the Board of Directors of the Corporation as the "$3.50
Cumulative Convertible Preferred Stock" by resolution dated February 25, 1993,
consisting of 5,123,200 shares:

          (a) Designation. The designation of the series of Preferred Stock
created by such resolution shall be $3.50 Cumulative Convertible Preferred Stock
(hereinafter in this Section 11 of Article Fourth called "this Series").

          (b) Dividend Rate. Out of the surplus or net profits of the
Corporation legally available for dividends the holders of this Series shall be
entitled to receive, when and as declared by the Board of Directors, dividends
at the rate of $3.50 per share per annum, and no more, payable quarterly on the
tenth days of March, June, September and December in each year (each such day
being hereinafter called a dividend date and each quarterly or shorter (in the
case of the first such period) period ending with a dividend date being
hereinafter called a dividend period), in each case from the date of cumulation
(as defined in subdivision (h) of this Section 11) of this Series (provided,
however, that, if the date of cumulation of this Series shall be a date less
than 30 days prior to a dividend date, the dividend that would otherwise be
payable on such dividend date shall be payable on the next succeeding dividend
date), before any sum or sums shall be set aside pursuant to subdivision (c) of
this Section 11 or subdivision (b) or (f) of Section 3 of Article Fourth of this
Second Restated Certificate of Incorporation for the purchase or redemption of
Preferred Stock of any series and before any dividend shall be declared or paid
upon or set apart for, or any other distribution shall be ordered or made in
respect of, or any payment shall be made on account of the purchase or
redemption of, the Preference Stock (as such term is defined in this Second
Restated Certificate of Incorporation) or the Common Stock; and such dividends
upon the Preferred Stock shall be cumulative (whether or not in any dividend
period or periods there shall be surplus or net profits of the Corporation
legally available for the payment of such dividends), so that, if at any time
dividends upon the outstanding Preferred Stock of all series at the respective
per annum rates determined for such series from the date of cumulation of each
such series to the end of the then current dividend period shall not have been
paid or declared and a sum sufficient for the payment thereof set apart for such
payment, the amount of the deficiency shall be fully paid, but without interest,
or dividends in such amount declared on each such series and a sum sufficient
for the payment thereof set apart for such payment, before any sum or sums shall
be set aside pursuant to subdivision (c) of this Section 11 or subdivision (b)
or (f) of Section 3 of Article Fourth of this Second Restated Certificate of
Incorporation for the purchase or redemption of Preferred Stock of any series
and before any dividend shall be declared or paid upon or set apart for, or any
other distribution shall be ordered or made in respect of, or any payment shall
be made on account of the purchase or redemption of, the Preference Stock or the
Common Stock.

     All dividends declared on the Preferred Stock for any dividend period shall
be declared pro rata so that the amounts of dividends per share declared for
such period on the Preferred Stock of different series that were outstanding
during such period shall in all cases bear to each other the same proportions
that the respective dividend rates of such series for such period bear to each
other (adjusted, as appropriate, if shares of any series were not outstanding
during all such period). No interest, or sum of money in lieu of interest, shall
be payable in respect of any dividend payment or payments which may be in
arrears. Dividends payable on this Series for any period less than a full
quarterly period shall be computed on the basis of the number of days elapsed in
a 360-day year consisting of twelve months of 30 days each.

          (c) Redemption. (1) Shares of this Series shall be redeemable at any
time on or after March 10, 1996, at the option of the Corporation, either in
whole or in part, at a price equal to the sum of (a) the 

                                     -28-
<PAGE>
 
redemption price per share set forth below for the date fixed for redemption for
such shares:

<TABLE>
<CAPTION>
REDEMPTION DATE DURING 12-MONTH                              REDEMPTION
PERIOD BEGINNING MARCH 10                                       PRICE
--------------------------------                                -----
<S>                                                          <C>
1996........................................................   $52.45
1997........................................................   $52.10
1998........................................................   $51.75
1999........................................................   $51.40
2000........................................................   $51.05
2001........................................................   $50.70
2002........................................................   $50.35
2003 and thereafter.........................................   $50.00
</TABLE>

plus (b) in each case a sum equal to all dividends (whether or not earned or
declared) on such shares accrued and unpaid thereon to the redemption date;
provided, however, that shares of this Series shall be redeemed only after full
cumulative dividends upon the Preferred Stock of all series then outstanding
shall have been paid for all past dividend periods, and after or concurrently
with making payment of, or declaring and setting apart for payment, full
dividends on the Preferred Stock of all series then outstanding (except the
shares of the Preferred Stock to be redeemed) to the end of the current dividend
period.

          (2) If less than all the outstanding shares of this Series 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.

          (3) Notice of any redemption of shares of this Series, specifying the
time and place of redemption, the redemption price and that the dividends on the
shares to be redeemed shall cease to accrue on the redemption date or date of
deposit referred to below, shall be mailed by first-class mail, postage prepaid,
to each holder of record of the shares to be redeemed, at such holder's address
of record, not less than 30 days prior to the redemption date; if less than all
the shares owned by a stockholder are then to be redeemed, the notice shall also
specify the number of shares thereof which are to be redeemed and the numbers of
the certificates representing such shares. Upon surrender in accordance with
such notice of the certificates for the number of shares to be redeemed, duly
endorsed in blank or accompanied by proper instruments of assignment or transfer
thereof duly endorsed in blank, such shares shall be redeemed by the Corporation
at the applicable redemption price. If less than all the shares represented by
any such certificate shall be redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder thereof. From and
after the date fixed in any such notice as the date of redemption (unless
default shall be made by the Corporation in providing moneys for the payment of
the redemption price pursuant to such notice), or, if the Corporation shall so
elect, from and after a date (hereinafter called the date of deposit), prior to
the date fixed as the date of redemption, on which the Corporation shall provide
moneys for the payment of the redemption price by depositing the amount thereof
for the account of the holders of the shares of this Series entitled thereto
with a bank or trust company doing business in the Borough of Manhattan in The
City of New York, and having capital and surplus of at least ten million dollars
($10,000,000) pursuant to notice of such election included in the notice of
redemption specifying the date on which such deposit will be made, all dividends
on the shares of this Series called for redemption shall cease to accrue and all
rights of the holders thereof as stockholders of the Corporation, except the
right to receive the redemption price as hereinafter provided and, in the case
of such deposit, any conversion rights not theretofore expired, shall cease and
terminate, and such shares shall not after the redemption date be deemed to be
outstanding. After the deposit of such amount with such bank or trust company,
the respective holders of record of the shares of this Series to be redeemed
shall be entitled to receive 

                                     -29-
<PAGE>
 
the redemption price at any time upon actual delivery to such bank or trust
company of certificates for the number of shares to be redeemed, duly endorsed
in blank or accompanied by proper instruments of assignment and transfer thereof
duly endorsed in blank. Any moneys so deposited which shall remain unclaimed by
the holders of such shares of this Series at the end of six (6) years after the
redemption date, together with any interest thereon which shall be allowed by
the bank or trust company with which the deposit shall have been made, shall be
paid by such bank or trust company to the Corporation, and thereafter the
holders of shares of this Series redeemed on such redemption date shall look
only to the Corporation for the payment of the redemption price thereof. Any
interest accrued on any funds deposited with any such bank or trust company
shall belong to the Corporation, and shall be paid to it from time to time on
demand.

          (4) Any shares of this Series which shall at any time have been
redeemed, shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board of
Directors.

          (5) The holders of this Series shall be entitled to receive the
redemption payments specified in this subdivision (c) if, when and as such
payments shall be authorized by the Board of Directors, out of the assets of the
Corporation legally available therefor.

     (d)  Distributions to Holders of Preference Stock and Common Stock. Out of
any surplus or net profits of the Corporation legally available for dividends
remaining after full cumulative dividends upon the Preferred Stock of all series
then outstanding shall have been paid for all past dividend periods, and after
or concurrently with making payment of, or declaring and setting apart for
payment, full dividends on the Preferred Stock of all series then outstanding to
the end of the then current dividend period and after the Corporation shall have
complied with the provisions in respect of any and all amounts then or
theretofore required to be set aside or applied in respect of any sinking fund
or purchase fund with respect to the Preferred Stock of each series then
outstanding and entitled to the benefit of a sinking fund or purchase fund, and
shall have made provision for compliance in respect of the current sinking fund
or purchase fund period for each such series of Preferred Stock, then and not
otherwise, the holders of the Preference Stock and the Common Stock shall,
subject to the provisions of this Second Restated Certificate of Incorporation,
be entitled to receive such dividends as may from time to time be declared by
the Board of Directors.

     (e)  Voting. (1) Except for such voting powers as shall be granted to the
holders of shares of this Series by this subdivision (e) or by law, and except
for such voting powers, if any, as shall be granted to holders of shares of
other series of Preferred Stock or Preference Stock, as contemplated by this
Second Restated Certificate of Incorporation or by law, voting power shall be
vested exclusively in the Common Stock. Holders of stock of whatever class
entitled to vote shall be entitled to one vote for each share of stock held by
them.

          (2) If at the time of any annual meeting of stockholders of the
Corporation for the election of directors a default in preference dividends, as
the term "default in preference dividends" is hereinafter defined, shall exist,
(i) the holders of the Preferred Stock, voting separately as a class and without
regard to series, shall have the right to elect two members of the Board of
Directors but, except as provided in the following clause (ii), shall not be
entitled to vote in the election of any of the other directors of the
Corporation and (ii) if at the time of such meeting there shall be outstanding
shares of more than one series of the Preferred Stock, the holders of the
Preferred Stock of each series, if any, of which more than 5,000,000 shares are
then outstanding, voting separately as a series, shall have the right to elect
one member of the Board of Directors but, except as provided in the foregoing
clause (i), shall not be entitled to vote in the election of any of the other
directors of the Corporation; and the holders of the Common Stock, voting
separately as a class, shall be entitled to elect the other directors of the
Corporation, subject to the voting rights, if any, granted to the holders of the
Preference Stock, but shall not be entitled to vote in the election of the
directors of the Corporation to be elected as provided in the foregoing clauses
(i) and (ii). Whenever a default in preference dividends shall commence 

                                     -30-
<PAGE>
 
to exist, the Corporation, upon the written request of the holders of 5% or more
of the outstanding shares of Preferred Stock or the holders of 5% or more of the
outstanding shares of any series of Preferred Stock that would be entitled to
elect a director of the Corporation pursuant to clause (ii) of the preceding
sentence if an annual meeting of the stockholders of the Corporation for the
election of directors were then being held, shall call a special meeting of the
holders of the Preferred Stock and if, at the time of such request, there shall
be outstanding shares of more than one series of the Preferred Stock, shall also
call a special meeting of the holders of the Preferred Stock of each series, if
any, of which more than 5,000,000 shares are then outstanding, such special
meeting or meetings to be held within 120 days after the date on which such
request is received by the Corporation for the purpose of enabling such holders
to elect members of the Board of Directors as provided in clauses (i) and (ii)
of the preceding sentence; provided, however, that such special meeting or
meetings need not be called if an annual meeting of stockholders of the
Corporation for the election of directors shall be scheduled to be held within
such 120 days; and provided further that in lieu of any such special meeting,
the election of the directors to be elected thereat may be effected by the
written consent of the holders of a majority of the outstanding shares that
would be entitled to be voted upon at such special meeting. Prior to any such
special meeting or meetings, the number of directors of the Corporation shall be
increased to the extent necessary to provide as additional places on the Board
of Directors the directorships to be filled by the directors to be elected
thereat. Any director elected as aforesaid by the holders of shares of the
Preferred Stock or of any series thereof shall cease to serve as such director
whenever a default in preference dividends shall cease to exist. If, prior to
the end of the term of any director elected as aforesaid by the holders of
shares of the Preferred Stock or of any series thereof, or elected by the
holders of any other class of stock or series thereof, a vacancy in the office
of such director shall occur by reason of death, resignation, removal or
disability, or for any other cause, such vacancy shall be filled for the
unexpired term in the manner provided in the By-laws; provided, however, that if
such vacancy shall be filled by election by the stockholders at a meeting
thereof, the right to fill such vacancy shall be vested in the holders of that
class of stock or series thereof which elected the director the vacancy in the
office of whom is so to be filled, unless, in any such case, no default in
preference dividends shall exist at the time of such election. For the purposes
of this subdivision (e), a "default in preference dividends" shall be deemed to
have occurred whenever the amount of dividends in arrears upon any series of the
Preferred Stock shall be equivalent to six full quarter-yearly dividends or
more, and, having so occurred, such default in preference dividends shall be
deemed to exist thereafter until, but only until, all dividends in arrears on
all shares of the Preferred Stock then outstanding, of each and every series,
shall have been paid. The term "dividends in arrears" whenever used in this
subdivision (e) with reference to the Preferred Stock of any series shall be
deemed to mean (whether or not in any dividend period in respect of which such
term is used there shall have been surplus or net profits of the Corporation
legally available for the payment of dividends) that amount which shall be equal
to cumulative dividends at the rate for the Preferred Stock of such series for
all past quarterly dividend periods less the amount of all dividends paid, or
deemed paid, for all such periods upon such Preferred Stock. Nothing herein
contained shall be deemed to prevent an increase in the number of directors of
the Corporation pursuant to its By-laws as from time to time in effect so as to
provide as additional places on the Board of Directors the directorships to be
filled by the directors so to be elected by the holders of the Preferred Stock
or of any series thereof, or to prevent any other change in the number of the
directors of the Corporation.

          (3)  So long as any shares of the Preferred Stock of any series shall
be outstanding, (i) the Corporation shall not, without the affirmative vote or
written consent of the holders of two-thirds of the aggregate number of shares
of the Preferred Stock of all series at the time outstanding, considered as a
class without regard to series,

               (A) alter or change the powers, preferences or rights given to
the Preferred Stock by this Second Restated Certificate of Incorporation so as
to affect the Preferred Stock adversely, or

               (B) authorize, create or increase the number of authorized shares
of any class of stock ranking, either as to payment of dividends or distribution
of assets, prior to the Preferred Stock; and

                                     -31-
<PAGE>
 
(ii) the Corporation shall not, without the affirmative vote or written consent
of the holders of a majority of the aggregate number of shares of the Preferred
Stock of all series at the time outstanding, considered as a class without
regard to series, increase the authorized amount of the Preferred Stock or
authorize or create any class of stock ranking, either as to payment of
dividends or distribution of assets, on a parity with the Preferred Stock.

               (4)  So long as any shares of this Series shall be outstanding,
the Corporation shall not, without the affirmative vote or written consent of
the holders of two-thirds of the number of shares of this Series at the time
outstanding, alter or change the powers, preferences or rights given to the
shares of this Series by this Second Restated Certificate of Incorporation so as
to affect the shares of this Series adversely.

          (f)  Conversion Rights. The holders of shares of this Series shall
have the right, at their option, to convert each share of this Series into 2.392
shares of Common Stock of the Corporation at any time after 40 days from the
date of cumulation on and subject to the following terms and conditions.

               (1)  The shares of this Series shall be convertible at the office
of any transfer agent for this Series, and at such other office or offices, if
any, as the Board of Directors may designate, into fully paid and nonassessable
shares (calculated as to each conversion to the nearest 1/100th of a share) of
Common Stock of the Corporation, at the conversion price, determined as
hereinafter provided, in effect at the time of conversion, each share of this
Series being taken at $50.00 for the purpose of such conversion. The price at
which shares of Common Stock shall be delivered upon conversion (herein called
the "conversion price") shall be initially $20.90 per share of Common Stock. The
conversion price shall be adjusted as provided in paragraph (4) of this
subdivision (f).

               (2)  In order to convert shares of this Series into Common Stock
the holder thereof shall surrender at any office hereinabove mentioned the
certificate or certificates therefor, duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly endorsed in blank,
together with any payment required by this paragraph (2) and transfer tax stamps
or funds therefor, if required pursuant to paragraph (8) of this subdivision
(f), and give written notice to the Corporation at said office that he elects to
convert such shares. Shares of this Series surrendered for conversion during the
period from the close of business on any record date for the payment of a
dividend on such shares to the opening of business on the date for payment of
such dividend shall (except in the case of shares which have been called for
redemption on a redemption date within such period) be accompanied by payment of
an amount equal to the dividend payable on such dividend payment date on the
shares of this Series being surrendered for conversion. Except as provided in
the preceding sentence, no payment or adjustment shall be made upon any
conversion on account of any dividends accrued on the shares of this Series
surrendered for conversion or on account of any dividends on the Common Stock
issued upon such conversion.

     Shares of this Series shall be deemed to have been converted immediately
prior to the close of business on the day of the surrender of such shares for
conversion in accordance with the foregoing provisions, and the person or
persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
at such time; provided, however, that any such surrender on any date when the
stock transfer books of the Corporation shall be closed shall constitute the
person or persons in whose name or names the certificates for such shares of
Common Stock are to be issued as the record holder or holders thereof for all
purposes immediately prior to the close of business on the next succeeding day
on which such stock transfer books are opened and such conversion shall be at
the conversion price in effect at such time on such succeeding day. As promptly
as practicable on or after the conversion date, the Corporation shall issue and
shall deliver at said office a certificate or certificates for the number of
full shares of Common Stock issuable upon such conversion, together with a cash
payment in lieu of any fraction of a share, as hereinafter provided, to the
person or persons entitled to receive the same. In case shares of this 

                                     -32-
<PAGE>
 
Series are called for redemption, the right to convert such shares shall cease
and terminate at the close of business on the redemption date, unless default
shall be made in payment of the redemption price.

          (3)  No fractional shares of Common Stock shall be issued upon
conversion of shares of this Series, but, instead of any fraction of a share of
Common Stock which would otherwise be issuable in respect of the aggregate
number of shares of this Series surrendered for conversion at one time by the
same holder, the Corporation shall pay a cash adjustment of such fraction in an
amount equal to the same fraction of the Closing Price of a share of Common
Stock on the date on which such shares of this Series were duly surrendered for
conversion, or, if such date is not a Trading Day, on the next Trading Day.

          (4)  The conversion price shall be adjusted from time to time as
follows:

               (A) In case the Corporation shall (i) pay a dividend or make a
distribution on its outstanding shares of Common Stock in Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue any shares
by reclassification of its shares of Common Stock, the conversion price in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted, effective at the opening of business on the business day next
following such record date or effective date, so that the holder of any shares
of this Series surrendered for conversion after such record date or effective
date shall be entitled to receive the number of shares of capital stock of the
Corporation which he would have owned or been entitled to receive had such
shares of this Series been converted immediately prior to such time. If, as a
result of an adjustment made pursuant to this clause (A), the holder of any
share thereafter surrendered for conversion shall become entitled to receive
shares of two or more classes of capital stock of the Corporation, the Board of
Directors (whose determination shall be conclusive) shall determine the
avocation of the adjusted conversion price between or among shares of such
classes of capital stock.

               (B) In case the Corporation shall hereafter issue rights or
warrants to all holders of its Common Stock entitling them (for a period
expiring within 45 days after the record date mentioned below) to subscribe for
or purchase shares of Common Stock at a price per share less than the current
market price per share (as determined pursuant to clause (D) of this paragraphp
(4)) on the record date mentioned below, the conversion price shall be adjusted
so that the same shall equal the price determined by multiplying the conversion
price in effect immediately prior to such record date by a fraction, of which
the numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares of Common Stock which the aggregate
offering price of the total number of shares of Common Stock so offered would
purchase at such current market price and of which the denominator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of additional shares of Common Stock offered for subscription or purchase. Such
adjustment shall become effective at the opening of business on the business day
next following the record date for the determination of stockholders entitled to
receive such rights or warrants; and to the extent that shares of Common Stock
are not delivered after the expiration of such rights or warrants, the
conversion price shall be readjusted (but only with respect to shares of this
Series converted after such expiration) to the conversion price which would then
be in effect had the adjustments made upon the distribution of such rights or
warrants been made upon the basis of delivery of only the number of shares of
Common Stock actually delivered. The right to acquire shares of Common Stock
pursuant to the Corporation's Dividend Reinvestment Plan as in effect on March
2, 1993, as the same may be amended from time to time, or pursuant to any
successor dividend reinvestment plan, shall not be deemed to be a right giving
rise to any adjustment to the conversion price. For the purposes of this clause
(B), the number of shares of Common Stock at any time outstanding shall not
include shares held in the treasury of the Corporation. The Corporation shall
not issue any rights or warrants in respect of shares of Common Stock held in
the treasury of the Corporation.

                                     -33-
<PAGE>
 
          (C) In case the Corporation shall distribute to all holders of its
Common Stock evidences of its indebtedness or assets (including securities, but
excluding any cash dividend or distributions out of surplus or net profits
legally available therefor and dividends referred to in clause (A) of this
paragraph (4)) or subscription rights or warrants (excluding those referred to
in clause (B) of this paragraph (4)), then in each such case the conversion
price shall be adjusted so that the same shall equal the price determined by
multiplying the conversion price in effect immediately prior to the record date
mentioned below by a fraction of which the numerator shall be the current market
price per share (determined as provided in clause (D) of this paragraph (4)) of
the Common Stock on such record date less the then fair market value (as
determined by the Board of Directors of the Corporation, whose determination
shall be conclusive) of the portion of the assets or evidences of indebtedness
so distributed or of such subscription rights or warrants applicable to one
share of Common Stock, and the denominator shall be such current market price
per share of the Common Stock. Such adjustment shall become effective on the
opening of business on the business day next following the record date for the
determination of stockholders entitled to receive such distribution. The right
of holders of Common Stock to acquire Series A Junior Participating Preferred
Stock of Bethlehem pursuant to the Corporation's Stockholder Rights Plan, as the
same may be amended from time to time, shall not be deemed to be a right giving
rise to any adjustment to the conversion price.

          (D) For the purpose of any computation under clause (B) or (C) of this
paragraph (4), the current market price per share of Common Stock on any date
shall be deemed to be the average of the daily Closing Price for the 30
consecutive Trading Days selected by the Corporation commencing not more than 45
Trading Days before the day in question.

          (E) In any case in which this paragraph (4) shall require that an
adjustment as a result of any event become effective at the opening of business
on the business day next following a record date, the Corporation may elect to
defer until after the occurrence of such event (i) issuing to the holder of any
shares of this Series converted after such record date and before the occurrence
of such event the additional shares of Common Stock issuable upon such
conversion over and above the shares of Common Stock issuable upon such
conversion on the basis of the conversion price prior to adjustment and (ii)
paying to such holder any amount in cash in lieu of a fractional share of Common
Stock pursuant to paragraph (3) of this subdivision (f); and, in lieu of the
shares the issuance of which is so deferred, the Corporation shall issue or
cause its transfer agents to issue due bills or other appropriate evidence of
the right to receive such shares should such event occur.

          (F) Any adjustment in the conversion price otherwise required by this
paragraph (4) to be made may be postponed up to, but not beyond, three years
from the date on which it would otherwise be required to be made provided that
such adjustment (plus any other adjustments postponed pursuant to this clause
(F) and not theretofore made) would not require an increase or decrease of more
than $0.50 in such price and would not, if made, entitle the holders of all then
outstanding shares of this Series upon conversion to receive additional shares
of Common Stock equal in the aggregate to 3% or more of the then issued and
outstanding shares of Common Stock. All calculations under this subdivision (f)
shall be made to the nearest cent or to the nearest 1/l00th of a share, as the
case may be.

          (G) The Corporation may (but shall not be obligated to) make such
reductions in the conversion price, in addition to those required by clauses
(A), (B) and (C) of this paragraph (4), as it considers to be advisable in order
to avoid or diminish any income tax to a recipient of any dividend of stock (or
rights to acquire stock) or from any event treated as such for Federal income
tax purposes.

     (5)  Whenever the conversion price is adjusted as herein provided:

          (A) the Corporation shall compute the adjusted conversion price in
accordance with this subdivision (f) and shall prepare a certificate signed by
the Treasurer of the Corporation setting forth the 

                                     -34-
<PAGE>
 
adjusted conversion price, and such certificate shall forthwith be filed with
the transfer agent or agents for this Series; and

               (B) a notice stating that the conversion price has been adjusted
and setting forth the adjusted conversion price shall, as soon as practicable,
be mailed to the holders of record of the outstanding shares of this Series.

          (6)  In case:

               (A) the Corporation shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of its
retained earnings; or

               (B) the Corporation shall authorize the granting to the holders
of its Common Stock of rights to subscribe for or purchase any shares of capital
stock of any class or of any other rights; or

               (C) of any reclassification of the capital stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock), or of any consolidation or merger to which the Corporation is
a party and for which approval of any stockholders of the Corporation is
required, or of the sale or transfer of all or substantially all the assets of
the Corporation; or

               (D) of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;

then the Corporation shall cause to be mailed to the transfer agent or agents
for this Series and to the holders of record of the outstanding shares of this
Series, at least 20 days (or 10 days in any case specified in clause (A) or (B)
of this paragraph (6)) prior to the applicable record date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights, 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 are to be determined, or (y)
the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation 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 deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.

          (7)  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued Common Stock,
for the purpose of effecting the conversion of the shares of this Series, the
full number of shares of Common Stock then deliverable upon the conversion of
all shares of this Series then outstanding, provided, that nothing contained
herein shall be construed to preclude the Corporation from satisfying its
obligations in respect of the conversion of the shares by delivery of purchased
shares of Common Stock which are held in the treasury of the Corporation.

          (8)  The Corporation shall pay any and all taxes that may be payable
in respect of the issuance or delivery of shares of Common Stock on conversion
of shares of this Series pursuant hereto. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting such issue
shall have paid to the Corporation the amount of any such tax, or shall have
established, to the satisfaction of the Corporation, that such tax shall have
been paid.

                                     -35-
<PAGE>
 
          (9)  For the purpose of this subdivision (f) the term "Common Stock"
shall include any stock of any class of the Corporation which has no preference
in respect of dividends or of amounts in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and which
is not subject to redemption by the Corporation. However, except as otherwise
provided in paragraph (11) of this subdivision (f), shares issuable on
conversion of shares of this Series shall include only shares of the class
designated as Common Stock of the Corporation as of the original date of issue
of this Series or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation and which
are not subject to redemption by the Corporation, provided that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassification bears to the
total number of shares of all such classes resulting from all such
reclassifications.

          (10) As used in this subdivision (f), the term "Closing Price" on any
day shall mean the reported last sales price regular way on such day on the New
York Stock Exchange, or, if not reported for such Exchange, on the New York
Stock Exchange Composite Tape, or, in case no such reported sale takes place on
such day, the average of the reported closing bid and asked prices regular way
on the New York Stock Exchange, or, if the Common Stock is not listed or
admitted to trading on such Exchange, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or, if not
listed or admitted to trading on any national securities exchange, the average
of the closing bid and asked prices in the over-the-counter market as furnished
by any New York Stock Exchange member firm selected from time to time by the
Corporation for that purpose, or, if no such quotations are available, the fair
market price as determined by the Corporation (whose determination shall be
conclusive); and the term "Trading Day" shall mean, so long as the Common Stock
is listed or admitted to trading on the New York Stock Exchange (or any
successor to such Exchange), a date on which the New York Stock Exchange (or
such successor) is open for the transaction of business, or, if the Common Stock
is not listed or admitted to trading on such Exchange, a date on which the
principal national securities exchange on which the Common Stock is listed is
open for the transaction of business, or, if the Common Stock is not listed or
admitted to trading on any national securities exchange, a date on which any New
York Stock Exchange member firm is open for the transaction of business.

          (11) If either of the following shall occur, namely: (a) any
consolidation or merger to which the Corporation is a party, other than a
consolidation or a merger in which consolidation or merger the Corporation is a
continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of the Common Stock, or (b) any sale or conveyance to
another corporation of the property of the Corporation as an entirety or
substantially as an entirety; then the holder of each share then outstanding
shall have the right to convert such share only into the kind and amount of
shares of stock and other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon conversion of such share immediately prior to such
consolidation, merger, sale or conveyance, subject to adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
paragraph (4) of this subdivision (f). The provisions of this paragraph (11)
shall similarly apply to successive consolidations, mergers, sales or
conveyances.

          (12) Notwithstanding anything elsewhere contained in this Section 11,
any funds which at any time shall have been deposited by the Corporation or on
its behalf with any paying agent for the purpose of paying dividends on or the
redemption price of any of the shares of this Series and which shall not be
required for such purposes because of the conversion of such shares, as provided
in this subdivision (f), shall, upon delivery to the paying agent of evidence
satisfactory to it of such conversion, after such conversion be repaid to the
Corporation by the paying agent.

                                     -36-
<PAGE>
 
               (13) Any shares of this Series which shall at any time have been
converted into shares of Common Stock shall, after such conversion, have the
status of authorized but unissued shares of Preferred Stock, without designation
as to series until such shares are once more designated as part of a particular
series by the Board of Directors.

          (g)  Liquidation Rights. (1) Upon the liquidation, dissolution or
winding up of the Corporation, the holders of the shares of this Series shall be
entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, before any payment or distribution shall be
made to the holders of the Preference Stock or the Common Stock, the amount of
$50 per share, plus a sum equal to all dividends (whether or not earned or
declared) on such shares accrued and unpaid thereon to the date of final
distribution.

               (2) The Preferred Stock of all series shall be preferred over the
Preference Stock and the Common Stock as to assets in the event of any
liquidation, dissolution or winding up of the Corporation, and in that event the
holders of the Preferred Stock of each series shall be entitled to receive, out
of the assets of the Corporation available for distribution to its stockholders,
an amount determined as provided in this Section 11 or pursuant to Article
Fourth of this Second Restated Certificate of Incorporation, as the case may be,
for every share of their holdings of the Preferred Stock of such series before
any distribution of the assets shall be made to the holders of the Preference
Stock or the Common Stock; and, if in the event of any such liquidation,
dissolution or winding up the holders of all series of the Preferred Stock shall
have received all the amounts to which they shall be entitled as aforesaid, the
holders of the Preference Stock and the Common Stock shall be entitled, to the
exclusion of the holders of the Preferred Stock of all series, to share ratably
in all the assets of the Corporation available for distribution to the
stockholders then remaining according to the number of shares and terms of the
Preference Stock and the Common Stock held by them respectively. If upon any
liquidation, dissolution or winding up of the Corporation the amounts payable on
or with respect to the Preferred Stock of all series are not paid in full, the
holders of shares of the Preferred Stock of all series shall share ratably in
any distribution of assets according to the respective amounts which would be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to the Preferred Stock of all series were
paid in full.

               (3) Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation nor the merger or consolidation of the
Corporation into or with any other corporation or the merger or consolidation of
any other corporation into or with the Corporation shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for the purposes of
this subdivision (g).

          (h)  Date of Cumulation. The term "date of cumulation" as used in this
Section 11 with reference to the Preferred Stock of any series shall be deemed
to mean the date on which shares of the Preferred Stock of such series are first
issued.

     In the event of the issue of additional shares of the Preferred Stock of
any then existing series, all dividends paid on the Preferred Stock of such
series prior to the issue of such additional shares, and all dividends declared
and payable to holders of record of the Preferred Stock of such series on any
date prior to the issue of such additional shares, shall be deemed to have been
paid on such additional shares.

     12. Employee Stock Ownership Plan Convertible Preference Stock, Series A
(Par Value $1 Per Share; Stated Value $32 Per Share). The following are the
voting powers, designation, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or restrictions
thereof, of the series of Preference Stock designated by the Board of Directors
of the Corporation as the "Employee Stock Ownership Plan Convertible Preference
Stock, Series A" by resolution dated September 30, 1987, consisting of 6,000,000
shares:

                                     -37-
<PAGE>
 
          (a)  Designation and Issuance. The designation of the series of
Preference Stock created by such resolution shall be Employee Stock Ownership
Plan Convertible Preference Stock, Series A (hereinafter in this Section 12 of
Article Fourth called "this Series"). As more fully described in the Employee
Stock Ownership Plan (the "ESOP") established in connection with the USWA-
Bethlehem 1986 Labor Agreement (the "Labor Agreement"), there has been
established a trust (the "Trust") for the benefit of Employees (as defined in
the ESOP) participating in the ESOP, and all shares of this Series shall be
issued to and shall be held by the Trust and shall not, without the prior
written consent of the Corporation, be transferable (other than to the
Corporation upon redemption or conversion, as provided herein) by the Trust.

          (b)  Dividend Rate and Payments. (1) Out of the surplus or net profits
of the Corporation legally available for the payment of dividends, the holders
of shares of this Series shall be entitled to receive, when and as such
dividends may be declared by the Board of Directors, dividends at the rate of
$1.60 per share per year, payable annually on April 1 of each year (each such
day being hereinafter called a dividend date and each annual or shorter (in the
case of the first such period) period ending with a dividend date being
hereinafter called a dividend period), in each case from the date of cumulation
(as defined in subdivision (h) of this Section 12) of such shares of this
Series, before any payment shall be made on account of the purchase or
redemption of the shares of any series of the Preference Stock, or any dividend
shall be declared or paid upon or set apart for, or any other distribution shall
be made in respect of, or any payment shall be made on account of the purchase
of the Common Stock.

               (2)  Only those shares of this Series outstanding on any record
date established by the Board of Directors shall be entitled to the dividend
payable on the following dividend date, but all such outstanding shares shall be
entitled to the full annual dividend, even if some of or all such shares were
not outstanding during all of the preceding year.

               (3)  No dividend shall be declared or paid upon or set apart for,
and no other distribution shall be ordered or made in respect of, nor shall any
payment be made on account of the purchase or redemption of, any shares of this
Series at any time that the Corporation, due to any failure to make payments
with respect to any outstanding shares of Preferred Stock, shall be precluded
from paying any dividends on or making other payments with respect to its
Preference Stock. The full amount of dividends which holders of shares of this
Series shall be entitled to receive shall be paid in full before any dividend,
other than a dividend payable in shares of Common Stock, shall be declared or
paid upon or set apart for, or any other distribution shall be ordered or made
in respect of, or any payment shall be made on account of the purchase of, the
Common Stock of the Corporation. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments which
may be in arrears.

               (4)  Dividends payable upon the shares of this Series shall be
cumulative (whether or not in any dividend period or periods there shall be
surplus or net profits of the Corporation legally available for the payment of
such dividends), so that, if at any time dividends upon the outstanding shares
of this Series at the per annum rate set forth above from the date of cumulation
through the preceding dividend date shall not have been paid or declared and a
sum sufficient for the payment thereof set apart for such payment, the amount of
the deficiency shall be fully paid, but without interest, or dividends in such
amount declared on the shares of this Series and a sum sufficient for the
payment thereof set apart for such payment, before any payment shall be made on
account of the purchase or redemption of the shares of any series of the
Preference Stock, or any dividend shall be declared or paid upon or set apart
for, or any other distribution shall be made in respect of, or any payment shall
be made in respect of, or any payment shall be made on account of the purchase
of, the Common Stock.

               (5) Each such annual dividend shall be payable, at the option of
the Board of Directors of the Corporation, either (i) in shares of this Series,
with such shares being valued for such purpose at their stated

                                     -38-
<PAGE>
 
value of $32.00 per share, (ii) in shares of Common Stock of the Corporation,
with the Common Stock being valued for such purpose at the average Closing Price
(as defined in subdivision (f) of this Section 12) on the New York Stock
Exchange for the 20 Trading Days (as defined in subdivision (f) of this Section
12) ended on the last business day in March preceding the date of payment or
(iii) in cash.

               (6) Shares of this Series shall rank on a parity as to dividends
with any other series of Preference Stock unless the provisions of such other
series provide otherwise; provided, however, that each such series of Preference
Stock so ranking on a parity may bear dividends payable at rates and on dates
different from any other such series of Preference Stock.

          (c)  Redemption and Mandatory Conversion. (1) Shares of this Series
shall be redeemable at the option of the Corporation at any time, either in
whole or in part, at a redemption price (the "Redemption Price") of $32.00 per
share; provided, however, that shares of this Series shall be redeemed only
after full cumulative dividends upon all shares of this Series then outstanding
shall have been paid for all past dividend periods, and after or concurrently
with making payment of, or declaring or setting apart for payment, full
dividends on all shares of this Series then outstanding (except the shares of
this Series to be redeemed) to the end of the current dividend period. In the
case of any redemption of less than all the outstanding shares of this Series,
such redemption shall be made on a pro rata basis among the holders of shares.
In addition, should the Closing Price of the Common Stock on the New York Stock
Exchange exceed the Conversion Price (as hereinafter defined) for 20 consecutive
Trading Days, the Corporation may, by notice mailed at any time within 30 days
after the end of any such 20-day period, require that any of or all the then
outstanding shares of this Series be converted into Common Stock, as more fully
provided in subdivision (f) of this Section 12.

               (2) Notice of any redemption or mandatory conversion of shares of
this Series, specifying the time and place of redemption or conversion and that
the dividends on the shares to be redeemed or converted shall cease to accrue on
the redemption or conversion date, shall be mailed by first class mail, postage
prepaid, to each holder of record of the shares to be redeemed, at such holder's
address of record, not less than 30 days prior to the redemption or conversion
date; and if less than all the shares owned by a stockholder are then to be
redeemed or converted, the notice shall also specify the number of shares
thereof which are to be redeemed or converted and the numbers of the
certificates representing such shares. Upon surrender in accordance with such
notice of the certificates for the number of shares to be redeemed or converted,
duly endorsed in blank or accompanied by proper instruments of assignment or
transfer thereof duly endorsed in blank, such shares shall be redeemed or
converted by the Corporation as provided herein. If less than all the shares
represented by any such certificate shall be redeemed or converted, a new
certificate shall be issued representing the unredeemed or unconverted shares
without cost to the holder thereof. From and after the date fixed in any such
notice as the date of redemption or conversion (unless default shall be made by
the Corporation in providing moneys or Common Stock for the payment of the
redemption price or completion of conversion pursuant to such notice), all
dividends on the shares of this Series subject to such notice shall cease to
accrue and all rights of any holder thereof as a stockholder of the Corporation
(except the right to receive the Redemption Price or Common Stock as hereinafter
provided) shall cease and terminate, and such shares shall not after the
redemption or conversion date be deemed to be outstanding.

               (3) Any shares of this Series which shall at any time have been
redeemed, shall, after such redemption, have the status of authorized but
unissued shares of Preference Stock without designation as to series until such
shares are once more designated as a part of a particular series by the Board of
Directors. The Board of Directors may, at any time, adopt a resolution providing
that no further shares of this Series shall be issued and directing that the
authorized number of shares of this Series be reduced to the number of shares of
this Series then outstanding, in which case (upon compliance with any applicable
requirements of law) any authorized shares of this Series not theretofore issued
shall have the status of authorized but unissued shares of Preference Stock
without designation as to series until such shares are once more designated as a
part of a particular series.

                                     -39-
<PAGE>
 
          (d)  Distributions to Holders of Preference Stock and Common Stock.
Out of any surplus or net profits of the Corporation legally available for
dividends remaining after full cumulative dividends upon the Preferred Stock of
all series then outstanding shall have been paid for all past dividend periods,
and after or concurrently with making payment of, or declaring and setting apart
for payment, full dividends on the Preferred Stock of all series then
outstanding to the end of the then current dividend period and after the
Corporation shall have complied with the provisions in respect of any and all
amounts then or theretofore required to be set aside in respect of any sinking
fund or purchase fund with respect to the Preferred Stock of each series then
outstanding and entitled to the benefit of a sinking fund or purchase fund, and
shall have made provision for compliance in respect of the current sinking fund
or purchase fund period for each such series of Preferred Stock, then and not
otherwise the holders of this Series shall be entitled to or may receive
dividends and redemption payments as provided by subdivisions (b) and (c) of
this Section 12. Out of any surplus or net profits of the Corporation legally
available for dividends remaining after full cumulative dividends upon the
shares of this Series then outstanding shall have been paid through the
preceding dividend date, and after the Corporation shall have complied with the
provisions in respect of any and all amounts then or theretofore required to be
set aside or applied in respect of any redemption payments in respect of shares
of this Series, then and not otherwise, the holders of the Common Stock shall,
subject to the rights of any other series of Preference Stock then outstanding
and to the provisions of this Second Restated Certificate of Incorporation, be
entitled to receive such dividends as may from time to time be declared by the
Board of Directors.

          (e)  Voting. (1) Holders of shares of this Series shall be entitled to
one vote per share with respect to the election of Directors and all other
matters required to be submitted to holders of Common Stock. Except as provided
in paragraph (2) of this subdivision (e) and except as may be required by
applicable law, holders of shares of this Series shall not be entitled to vote
as a separate class with respect to any matter.

               (2)  So long as any shares of this Series shall be outstanding,
the Corporation shall not, without the affirmative vote or written consent of
the holders of a majority of the aggregate number of shares of this Series at
the time outstanding (or such greater percentage as may be required under
applicable law), acting as a single class.

                    (A) alter or change the powers, preferences or rights given
to this Series by this Second Restated Certificate of Incorporation so as to
affect such powers, preferences or rights adversely;

                    (B) authorize, create or increase the number of authorized
shares of any class of stock ranking, either as to payment of dividends or
distribution of assets, prior to the Preference Stock;

                    (C) increase the authorized amount of the Preference Stock
or authorize or create any class of stock ranking, either as to payment of
dividends or distribution of assets, on a parity with the Preference Stock; or

                    (D) authorize or create any series of Preference Stock
ranking, either as to payment of dividends or distribution of assets, prior to
this Series.

          (f)  Conversion Rights. The holders of shares of this Series shall
have the right, at their option, at any time, to convert each share of this
Series into one share (adjusted as provided below) of Common Stock, and the
Corporation shall have the right to require such conversion as provided in
subdivision (c) of this Section 12, on and subject to the following terms and
conditions:

               (1) The shares of this Series shall be convertible at the office
of any transfer agent for this Series, and at such other office or offices, if
any, as the Board of Directors may designate, upon surrender of

                                     -40-
<PAGE>
 
such shares as provided in this subdivision (f), into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100th of
a share) of Common Stock, at the Conversion Price (as hereinafter defined) in
effect at the time of conversion, each share of this Series being valued, for
purposes of such conversion, at $32.00 plus (i) the amount of any unpaid
dividends accrued to the next preceding dividend date or (ii) in the case of a
mandatory conversion by the Corporation pursuant to subdivision (c) of this
Section 12, the amount of unpaid dividends accrued to the date of conversion.
The price at which shares of Common Stock shall be delivered upon conversion
initially shall be $32.00 per share, subject to adjustment as provided in
paragraph (4) of this subdivision (f) (the "Conversion Price").

          (2)  In order to convert shares of this Series into Common Stock the
holder thereof shall surrender at any office hereinabove mentioned the
certificate or certificates therefor, duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly endorsed in blank,
together with any payment required by this paragraph (2) and transfer tax stamps
or funds therefor, if required pursuant to paragraph (8) of this subdivision
(f), and shall state in writing the name or names in which the holder wishes the
certificate or certificates for shares of Common Stock to be issued. In the case
of conversion at the option of such holder, such holder shall give written
notice to the Corporation at said office that he elects to convert such shares.
Except as provided in paragraph (1) of this subdivision (f), no payment or
adjustment shall be made upon any conversion on account of any dividends accrued
on the shares of this Series surrendered for conversion or on account of any
dividends on the Common Stock issued upon such conversion.

     Shares of this Series shall be deemed to have been converted immediately
prior to the close of business on the day of the surrender (or the date
specified in the notice referred to in subdivision (c) of this Section 12 in the
case of a mandatory conversion) of such shares for conversion in accordance with
the foregoing provisions, and the person or persons entitled to receive the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such Common Stock at such time; provided,
however, that any such surrender on any date when the stock transfer books of
the Corporation shall be closed shall constitute the person or persons in whose
name or names the certificates for such shares of Common Stock are to be issued
as the record holder or holders thereof for all purposes immediately prior to
the close of business on the next succeeding day on which such stock transfer
books are opened and such conversion shall be at the conversion price in effect
at such time on such succeeding day. As promptly as practicable on or after the
conversion date, the Corporation shall issue and shall deliver at said office a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with a cash payment in lieu of any
fraction of a share, as hereinafter provided, to the person or persons entitled
to receive the same. In case shares of this Series are called for redemption,
the right to convert such shares shall cease and terminate at the close of
business on the redemption date, unless default shall be made in payment of the
redemption price.

          (3)  No fractional shares of Common Stock shall be issued upon
conversion of shares of this Series, but, instead of any fraction of a share of
Common Stock which would otherwise be issuable in respect of the aggregate
number of shares of this Series surrendered for conversion at one time by the
same holder, the Corporation shall pay a cash adjustment of such fraction in an
amount equal to the same fraction of the Closing Price of a share of Common
Stock on the date on which such shares of this Series were duly surrendered for
conversion, or, if such date is not a Trading Day, on the next Trading Day.

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

               (A) In case the Corporation shall (i) pay a dividend or make a
distribution on its outstanding shares of Common Stock in Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue any shares
by reclassification of its shares of Common Stock, the Conversion Price in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall 

                                     -41-
<PAGE>
 
be adjusted, effective at the opening of business on the business day next
following such record date or effective date, so that the holder of any shares
of this Series surrendered for conversion after such record date or effective
date shall be entitled to receive the number of shares of capital stock of the
Corporation which he would have owned or been entitled to receive had such
shares of this Series been converted immediately prior to such time. If, as a
result of an adjustment made pursuant to this clause (A), the holder of any
share thereafter surrendered for conversion shall become entitled to receive
shares of two or more classes of capital stock of the Corporation, the Board of
Directors (whose determination shall be conclusive) shall determine the
allocation of the adjusted Conversion Price between or among shares of such
classes of capital stock.

          (B) In case the Corporation shall hereafter issue rights or warrants
to all holders of its Common Stock entitling them (for a period expiring within
45 days after the record date mentioned below) to subscribe for or purchase
shares of Common Stock at a price per share less than the current market price
per share (as determined pursuant to clause (D) of paragraph (4) of this
subdivision (f)) on the record date mentioned below, the Conversion Price shall
be adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to such record date by a fraction,
of which the numerator shall be the number of shares of Common Stock outstanding
on such record date plus the number of shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock so
offered would purchase at such current market price and of which the denominator
shall be the number of shares of Common Stock outstanding on such record date
plus the number of additional shares of Common Stock offered for subscription or
purchase. Such adjustment shall become effective at the opening of business on
the business day next following the record date for the determination of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Price shall be readjusted (but only with respect to
shares of this Series converted after such expiration) to the Conversion Price
which would then be in effect had the adjustments made upon the distribution of
such rights or warrants been made upon the basis of delivery of only the number
of shares of Common Stock actually delivered. The right to acquire shares of
Common Stock pursuant to the Corporation's Dividend Reinvestment Plan as the
same may be amended from time to time, or pursuant to any successor dividend
reinvestment plan, shall not be deemed to be a right giving rise to any
adjustment to the Conversion Price. For the purposes of this clause (B), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation.

          (C) In case the Corporation shall distribute to all holders of its
Common Stock evidences of its indebtedness or assets (including securities, but
excluding any cash dividend or distributions out of surplus or net profits
legally available therefor and dividends referred to in clause (A) of paragraph
(4) of this subdivision (f)) or subscription rights or warrants (excluding those
referred to in clause (B) of paragraph (4) of this subdivision (f)) then in each
such case the Conversion Price shall be adjusted so that the same shall equal
the price determined by multiplying the Conversion Price in effect immediately
prior to the record date mentioned below by a fraction of which the numerator
shall be the current market price per share (determined as provided in clause
(D) of paragraph (4) of this subdivision (f)) of the Common Stock on such record
date less the then fair market value (as determined by the Board of Directors of
the Corporation, whose determination shall be conclusive) of the portion of the
assets or evidences of indebtedness so distributed or of such subscription
rights or warrants applicable to one share of Common Stock, and the denominator
shall be such current market price per share of the Common Stock. Such
adjustment shall become effective on the opening of business on the business day
next following the record date for the determination of stockholders entitled to
receive such distribution.

          (D) For the purpose of any computation under clause (B) or (C) of
paragraph (4) of this subdivision (f), the current market price per share of
Common Stock on any date shall be deemed to be the average of the daily Closing
Price for the 30 consecutive Trading Days selected by the Corporation commencing
not more than 45 Trading Days before the day in question.

                                     -42-
<PAGE>
 
          (E) In any case in which this paragraph (4) shall require that an
adjustment as a result of any event become effective at the opening of business
on the business day next following a record date, the Corporation may elect to
defer until after the occurrence of such event (i) issuing to the holder of any
shares of this Series converted after such record date and before the occurrence
of such event the additional shares of Common Stock issuable upon such
conversion over and above the shares of Common Stock issuable upon such
conversion on the basis of the Conversion Price prior to adjustment and (ii)
paying to such holder any amount in cash in lieu of a fractional share of Common
Stock pursuant to paragraph (3) of this subdivision (f); and, in lieu of the
shares the issuance of which is so deferred, the Corporation shall issue or
cause its transfer agents to issue due bills or other appropriate evidence of
the right to receive such shares should such event occur.

          (F) Any adjustment in the Conversion Price otherwise required by this
paragraph (4) to be made may be postponed, provided that such adjustment (plus
any other adjustments postponed pursuant to this clause (F) and not theretofore
made) would not require an increase or decrease of more than $0.50 in such price
and would not, if made, entitle the holders of all then outstanding shares of
this Series upon conversion to receive additional shares of Common Stock equal
in the aggregate to 3% or more of the then issued and outstanding shares of
Common Stock. All calculations under this subdivision (f), shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be.

          (G) The Corporation may (but shall not be obligated to) make such
reductions in the Conversion Price, in addition to those required by clauses
(A), (B) and (C) of paragraph (4) of this subdivision (f), as it considers to be
advisable in order that any event treated for Federal income tax purposes as a
dividend of stock or stock rights shall not be taxable to the recipients.

     (5)  Whenever the Conversion Price is adjusted as herein provided:

          (A) the Corporation shall compute the adjusted Conversion Price in
accordance with this subdivision (f) and shall prepare a certificate signed by
the Treasurer of the Corporation setting forth the adjusted Conversion Price,
and such certificate shall forthwith be filed with the transfer agent or agents
for this Series; and

          (B) a notice stating that the Conversion Price has been adjusted and
setting forth the adjusted Conversion Price shall, as soon as practicable, be
mailed to the holders of record of the outstanding shares of this Series.

     (6)  In case:

          (A) the Corporation shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of funds
legally available therefor; or

          (B) the Corporation shall authorize the granting to the holders of its
Common Stock of rights to subscribe for or purchase any shares of capital stock
of any class or of any other rights; or

          (C) of any reclassification of the capital stock of the Corporation
(other than a subdivision or combination of its outstanding shares of Common
Stock), or of any consolidation or merger to which the Corporation is a party
and for which approval of any stockholders of the Corporation is required, or of
the sale or transfer of all or substantially all the assets of the Corporation;
or

          (D) of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation; then the Corporation shall cause to be mailed to
the transfer agent or agents for this Series and to the holders of record of the
outstanding shares of this Series, at least 20 days (or 10 days in any case
specified in

                                     -43-
<PAGE>
 
clause (A) or (B) of paragraph (4) of this subdivision (f)) prior to the
applicable record date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend or distribution
of rights, 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 or distribution of
rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation 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 convert or exchange their
shares of Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.

          (7)  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued Common Stock,
for the purpose of effecting the conversion of the shares of this Series, the
full number of shares of Common Stock then deliverable upon the conversion of
all shares of this Series then outstanding, provided, however, that nothing
contained in this paragraph (7) shall be construed to preclude the Corporation
from satisfying its obligations in respect of the conversion of the shares by
delivery of purchased shares of Common Stock which are held in the treasury of
the Corporation.

          (8)  The Corporation shall pay any and all taxes that may be payable
in respect of the issuance or delivery of shares of Common Stock on conversion
of shares of this Series pursuant hereto. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting such issue
shall have paid to the Corporation the amount of any such tax, or shall have
established, to the satisfaction of the Corporation, that such tax shall have
been paid.

          (9)  For the purpose of this subdivision (f) the term "Common Stock"
shall include any stock of any class of the Corporation which has no preference
in respect of dividends or of amounts in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and which
is not subject to redemption by the Corporation. However, except as otherwise
provided in paragraph (11) of this subdivision (f), shares issuable on
conversion of shares of this Series shall include only shares of the class
designated as Common Stock of the Corporation as of the original date of issue
of this Series or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation and which
are not subject to redemption by the Corporation, provided that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

          (10) As used in this Section 12, the term "Closing Price" on any day
shall mean the reported last sales price regular way on such day on the New York
Stock Exchange, or, if not reported for such Exchange, on the Composite Tape,
or, in case no such reported sale takes place on such day, the average of the
reported closing bid and asked prices regular way on the New York Stock
Exchange, or, if the Common Stock is not listed or admitted to trading on such
Exchange, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or, if not listed or admitted to trading
on any national securities exchange, the average of the closing bid and asked
prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Corporation for that
purpose, or, if no such quotations are available, the fair market price as
determined by the Corporation (whose determination shall be conclusive); and the
term "Trading Day" shall mean, so long as the Common Stock is listed or admitted
to trading on the New York Stock Exchange (or any successor to such Exchange), a
date on which the New York Stock Exchange (or such successor) is open for the
transaction of business, or, if the Common Stock is not listed or admitted to
trading on such Exchange, a date on which the principal national 

                                     -44-
<PAGE>
 
securities exchange on which the Common Stock is listed is open for the
transaction of business, or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, a date on which any New York Stock
Exchange member firm is open for the transaction of business.

          (11) If either of the following shall occur, namely: (A) any
consolidation or merger to which the Corporation is a party, other than a
consolidation or a merger in which the Corporation is a continuing corporation
and which does not result in any reclassification of, or change (other than a
change in par value or from par value to no par value or from no par value to
par value, or as a result of a subdivision or combination) in, outstanding
shares of the Common Stock, or (B) any sale or conveyance to another corporation
of the property of the Corporation as an entirety or substantially as an
entirety; then the right of the holders of shares of this Series then
outstanding to convert such shares into shares of Common Stock as herein
provided shall terminate, and such holders shall have the right to convert such
shares into the kind and amount of shares of stock and other securities and
property receivable upon such consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock issuable upon conversion of such
shares immediately prior to such consolidation, merger, sale or conveyance,
subject to adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided for in paragraph (4) of this subdivision (f). The
provisions of this paragraph (11) shall similarly apply to successive
consolidations, mergers, sales or conveyances.

          (12) Notwithstanding anything elsewhere contained in this Section 12,
any funds which at any time shall have been deposited by the Corporation or on
its behalf with any paying agent for the purpose of paying dividends on or the
redemption price of any of the shares of this Series and which shall not be
required for such purposes because of the conversion of such shares, as provided
in this subdivision (f), shall, upon delivery to the paying agent of evidence
satisfactory to it of such conversion, after such conversion be repaid to the
Corporation by the paying agent.

          (13) Any shares of this Series which shall at any time have been
converted into shares of Common Stock shall, after such conversion, have the
status of authorized but unissued shares of Preference Stock, without
designation as to series until such shares are once more designated as part of a
particular series by the Board of Directors.

     (g)  Liquidation Rights. (1) Upon any liquidation, dissolution or winding
up of the Corporation ("Liquidation"), the holders of shares of this Series
shall be entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, before any payment or distribution shall be
made on the shares of any series of Preference Stock subordinate to this Series
as to assets in the event of any Liquidation ("Junior Series") or on the Common
Stock, the amount of $32.00 per share, plus a sum equal to all dividends
(whether or not earned or declared) on such shares accrued and unpaid thereon
through the date of final distribution.

          (2) The Preferred Stock of all series shall be preferred over this
Series in the event of any Liquidation, and in that event the holders of the
Preferred Stock of each series shall be entitled to receive, out of the assets
of the Corporation available for distribution to its stockholders, an amount
determined as provided in the applicable Certificate of Designation or pursuant
to Article Fourth of this Second Restated Certificate of Incorporation, as the
case may be, for every share of their holdings of the Preferred Stock of such
series before any distribution of the assets shall be made to the holders of
shares of this Series. The shares of this Series shall be on a parity with any
other series of Preference Stock unless the provisions of such other series
provide otherwise, and shall be preferred over the Common Stock, as to assets in
the event of any Liquidation. In the event of any Liquidation, the holders of
the shares of this Series shall be entitled to receive, out of the assets of the
Corporation available for distribution to its stockholders (after payment in
full of all amounts payable in respect of the Preferred Stock of all series and
any series of Preference Stock ranking senior to this Series), an amount
determined as provided in this Section 12 for every share of this Series before
any distribution of the 

                                     -45-
<PAGE>
 
assets shall be made to the holders of any Junior Series or to the holders of
the Common Stock. If, in the event of any Liquidation, the holders of the
Preferred Stock of all series and the holders of the Preference Stock of this
Series (and any other series of Preference Stock not subordinate to this Series
as to assets in the event of any Liquidation ("Senior Series")) shall have
received all the amounts to which they shall be entitled in accordance with the
terms of their respective shares, the holders of shares of any Junior Series
shall be entitled, to the exclusion of the holders of the Preferred Stock and
the holders of the shares of this Series and any Senior Series, to share ratably
in all the assets of the Corporation available for distribution to such holders
then remaining according to the number of shares of the Junior Series held by
them respectively. If, in the event of any Liquidation, the holders of the
Preferred Stock of all series and the holders of the Preference Stock of all
series shall have received all the amounts to which they shall be entitled in
accordance with the terms of their respective shares, the holders of the Common
Stock shall be entitled, to the exclusion of the holders of the Preferred Stock
and Preference Stock, to share ratably in all the assets of the Corporation
available for distribution to the stockholders then remaining according to the
number of shares of the Common Stock held by them respectively. If, upon any
Liquidation, the amounts payable on or with respect to the Preference Stock of
this Series and any series ranking on a parity with this Series are not paid in
full, the holders of shares of such Preference Stock shall share ratably in any
distribution of assets according to the respective amounts which would be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such Preference Stock were paid in full.

               (3) Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation nor the merger or consolidation of the
Corporation into or with any other corporation or the merger or consolidation of
any other corporation into or with the Corporation shall be deemed to be a
Liquidation for the purposes of this subdivision (g).

          (h)  Date of Cumulation. The term "date of cumulation" as used in this
Section 12 of Article Fourth with reference to shares of this Series (i) with
respect to any such shares issued subsequent to any record date and prior to the
next succeeding dividend date shall be the March 31 of the year of that dividend
date; and (ii) with respect to any such shares issued subsequent to any dividend
date and prior to the next succeeding record date shall be March 31 of the year
of that dividend date.

     In the event of the issue of additional shares of this Series, all
dividends paid on this Series prior to the issue of such additional shares, and
all dividends declared and payable to holders of record of this Series on any
date prior to the issue of such additional shares, shall be deemed to have been
paid on such additional shares.

     13. Employee Stock Ownership Plan Convertible Preference Stock, Series B
(Par Value $1 Per Share; Stated Value $40 Per Share).  The following are the
voting powers, designation, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or restrictions
thereof, of the series of Preference Stock designated by the Board of Directors
of the Corporation as "Employee Stock Ownership Plan Convertible Preference
Stock, Series B" by resolution dated January 30, 1991, consisting of 5,000,000
shares:

          (a)  Designation and Issuance. The designation of the series of
Preference Stock created by such resolution shall be Employee Stock Ownership
Plan Convertible Preference Stock, Series B (hereinafter in this Section 13 of
Article Fourth called "this Series"). As more fully described in the Employee
Stock Ownership Plan (the "ESOP") established in connection with the USWA-
Bethlehem 1986 and 1989 Labor Agreements (the "Labor Agreements"), there has
been established a trust (the "Trust") for the benefit of Employees (as defined
in the ESOP) participating in the ESOP, and all shares of this Series shall be
issued to and shall be held by the Trust and shall not, without the prior
written consent of the Corporation, be transferable (other than to the
Corporation upon redemption or conversion, as provided herein) by the Trust.

                                     -46-
<PAGE>
 
          (b)  Dividend Rate and Payments. (1) Out of the surplus or net profits
of the Corporation legally available for the payment of dividends, the holders
of shares of this Series shall be entitled to receive, when and as such
dividends may be declared by the Board of Directors, dividends at the rate of
$2.00 per share per year, payable annually on April 1 of each year (each such
day being hereinafter called a dividend date and each annual or shorter (in the
case of the first such period) period ending with a dividend date being
hereinafter called a dividend period), in each case from the date of cumulation
(as defined in subdivision (h) of this Section 13) of such shares of this
Series, before any payment shall be made on account of the purchase or
redemption of the shares of any series of the Preference Stock, or any dividend
shall be declared or paid upon or set apart for, or any other distribution shall
be made in respect of, or any payment shall be made on account of the purchase
of the Common Stock.

               (2) Only those shares of this Series outstanding on any record
date established by the Board of Directors shall be entitled to the dividend
payable on the following dividend date, but all such outstanding shares shall be
entitled to the full annual dividend, even if some of or all such shares were
not outstanding during all of the preceding year.

               (3)  No dividend shall be declared or paid upon or set apart for,
and no other distribution shall be ordered or made in respect of, nor shall any
payment be made on account of the purchase or redemption of, any shares of this
Series at any time that the Corporation, due to any failure to make payments
with respect to any outstanding shares of Preferred Stock, shall be precluded
from paying any dividends on or making other payments with respect to its
Preference Stock. The full amount of dividends which holders of shares of this
Series shall be entitled to receive shall be paid in full before any dividend,
other than a dividend payable in shares of Common Stock, shall be declared or
paid upon or set apart for, or any other distribution shall be ordered or made
in respect of, or any payment shall be made on account of the purchase of, the
Common Stock of the Corporation. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments which
may be in arrears.

               (4)  Dividends payable upon the shares of this Series shall be
cumulative (whether or not in any dividend period or periods there shall be
surplus or net profits of the Corporation legally available for the payment of
such dividends), so that, if at any time dividends upon the outstanding shares
of this Series at the per annum rate set forth above from the date of cumulation
through the preceding dividend date shall not have been paid or declared and a
sum sufficient for the payment thereof set apart for such payment, the amount of
the deficiency shall be fully paid, but without interest, or dividends in such
amount declared on the shares of this Series and a sum sufficient for the
payment thereof set apart for such payment, before any payment shall be made on
account of the purchase or redemption of the shares of any series of the
Preference Stock, or any dividend shall be declared or paid upon or set apart
for, or any other distribution shall be made in respect of, or any payment shall
be made in respect of, or any payment shall be made on account of the purchase
of, the Common Stock.

               (5)  Each such annual dividend shall be payable, at the option of
the Board of Directors of the Corporation, either (i) in shares of this Series,
with such shares being valued for such purpose at their stated value of $40.00
per share, (ii) in shares of Common Stock of the Corporation, with the Common
Stock being valued for such purpose at the average Closing Price (as defined in
subdivision (f) of this Section 13) on the New York Stock Exchange for the 20
Trading Days (as defined in subdivision (f) of this Section 13) ended on the
last business day in March preceding the date of payment or (iii) in cash.

               (6)  Shares of this Series shall rank on a parity as to dividends
with the Employee Stock Ownership Plan Convertible Preference Stock, Series A
(Par Value $1 Per Share; Stated Value $32 Per Share) of the Corporation, and
with any other series of Preference Stock unless the provisions of such other
series provide otherwise; provided, however, that each such series of Preference
Stock so ranking on a parity may bear dividends payable at rates and on dates
different from any other such series of Preference Stock.

                                     -47-
<PAGE>
 
          (c) Redemption and Mandatory Conversion. (1) Shares of this Series
shall be redeemable at the option of the Corporation at any time, either in
whole or in part, at a redemption price (the "Redemption Price") of $40.00 per
share; provided, however, that shares of this Series shall be redeemed only
after full cumulative dividends upon all shares of this Series then outstanding
shall have been paid for all past dividend periods, and after or concurrently
with making payment of, or declaring or setting apart for payment, full
dividends on all shares of this Series then outstanding (except the shares of
this Series to be redeemed) to the end of the current dividend period. In the
case of any redemption of less than all the outstanding shares of this Series,
such redemption shall be made on a pro rata basis among the holders of shares.
In addition, should the Closing Price of the Common Stock on the New York Stock
Exchange exceed the Conversion Price (as hereinafter defined) for 20 consecutive
Trading Days, the Corporation may, by notice mailed at any time within 30 days
after the end of any such 20-day period, require that any of or all the then
outstanding shares of this Series be converted into Common Stock, as more fully
provided in subdivision (f) of this Section 13.

               (2)  Notice of any redemption or mandatory conversion of shares
of this Series, specifying the time and place of redemption or conversion and
that the dividends on the shares to be redeemed or converted shall cease to
accrue on the redemption or conversion date, shall be mailed by first class
mail, postage prepaid, to each holder of record of the shares to be redeemed, at
such holder's address of record, not less than 30 days prior to the redemption
or conversion date; and if less than all the shares owned by a stockholder are
then to be redeemed or converted, the notice shall also specify the number of
shares thereof which are to be redeemed or converted and the numbers of the
certificates representing such shares. Upon surrender in accordance with such
notice of the certificates for the number of shares to be redeemed or converted,
duly endorsed in blank or accompanied by proper instruments of assignment or
transfer thereof duly endorsed in blank, such shares shall be redeemed or
converted by the Corporation as provided herein. If less than all the shares
represented by any such certificate shall be redeemed or converted, a new
certificate shall be issued representing the unredeemed or unconverted shares
without cost to the holder thereof. From and after the date fixed in any such
notice as the date of redemption or conversion (unless default shall be made by
the Corporation in providing moneys or Common Stock for the payment of the
redemption price or completion of conversion pursuant to such notice), all
dividends on the shares of this Series subject to such notice shall cease to
accrue and all rights of any holder thereof as a stockholder of the Corporation
(except the right to receive the Redemption Price or Common Stock as hereinafter
provided) shall cease and terminate, and such shares shall not after the
redemption or conversion date be deemed to be outstanding.

               (3) Any shares of this Series which shall at any time have been
redeemed, shall, after such redemption, have the status of authorized but
unissued shares of Preference Stock without designation as to series until such
shares are once more designated as a part of a particular series by the Board of
Directors. The Board of Directors may, at any time, adopt a resolution providing
that no further shares of this Series shall be issued and directing that the
authorized number of shares of this Series be reduced to the number of shares of
this Series then outstanding, in which case (upon compliance with any applicable
requirements of law) any authorized shares of this Series not theretofore issued
shall have the status of authorized but unissued shares of Preference Stock
without designation as to series until such shares are once more designated as a
part of a particular series.

          (d)  Distributions to Holders of Preference Stock and Common Stock.
Out of any surplus or net profits of the Corporation legally available for
dividends remaining after full cumulative dividends upon the Preferred Stock of
all series then outstanding shall have been paid for all past dividend periods,
and after or concurrently with making payment of, or declaring and setting apart
for payment, full dividends on the Preferred Stock of all series then
outstanding to the end of the then current dividend period and after the
Corporation shall have complied with the provisions in respect of any and all
amounts then or theretofore required to be set aside in respect of any sinking
fund or purchase fund with respect to the Preferred Stock of each series then
outstanding and entitled to the benefit of a sinking fund or purchase fund, and
shall have made provision for 

                                     -48-
<PAGE>
 
compliance in respect of the current sinking fund or purchase fund period for
each such series of Preferred Stock, then and not otherwise the holders of this
Series shall be entitled to or may receive dividends and redemption payments as
provided by subdivisions (b) and (c) of this Section 13. Out of any surplus or
net profits of the Corporation legally available for dividends remaining after
full cumulative dividends upon the shares of this Series then outstanding shall
have been paid through the preceding dividend date, and after the Corporation
shall have complied with the provisions in respect of any and all amounts then
or theretofore required to be set aside or applied in respect of any redemption
payments in respect of shares of this Series, then and not otherwise, the
holders of the Common Stock shall, subject to the rights of any other series of
Preference Stock then outstanding and to the provisions of this Second Restated
Certificate of Incorporation, be entitled to receive such dividends as may from
time to time be declared by the Board of Directors.

          (e)  Voting. (1) Holders of shares of this Series shall be entitled to
one vote per share with respect to the election of Directors and all other
matters required to be submitted to holders of Common Stock. Except as provided
in paragraph (2) of this subdivision (e) and except as may be required by
applicable law, holders of shares of this Series shall not be entitled to vote
as a separate class with respect to any matter.

               (2)  So long as any shares of this Series shall be outstanding,
the Corporation shall not, without the affirmative vote or written consent of
the holders of a majority of the aggregate number of shares of this Series at
the time outstanding (or such greater percentage as may be required under
applicable law), acting as a single class,

                    (A) alter or change the powers, preferences or rights given
to this Series by this Second Restated Certificate of Incorporation so as to
affect such powers, preferences or rights adversely;

                    (B) authorize, create or increase the number of authorized
shares of any class of stock ranking, either as to payment of dividends or
distribution of assets, prior to the Preference Stock;

                    (C) increase the authorized amount of the Preference Stock
or authorize or create any class of stock ranking, either as to payment of
dividends or distribution of assets, on a parity with the Preference Stock; or

                    (D) authorize or create any series of Preference Stock
ranking, either as to payment of dividends or distribution of assets, prior to
this Series.

          (f)  Conversion Rights. The holders of shares of this Series shall
have the right, at their option, at any time, to convert each share of this
Series into one share (adjusted as provided below) of Common Stock, and the
Corporation shall have the right to require such conversion as provided in
subdivision (c) of this Section 13, on and subject to the following terms and
conditions:

               (1)  The shares of this Series shall be convertible at the office
of any transfer agent for this Series, and at such other office or offices, if
any, as the Board of Directors may designate, upon surrender of such shares as
provided in this subdivision (f), into fully paid and nonassessable shares
(calculated as to each conversion to the nearest 1/100th of a share) of Common
Stock, at the Conversion Price (as hereinafter defined) in effect at the time of
conversion, each share of this Series being valued, for purposes of such
conversion, at $40.00 plus (i) the amount of any unpaid dividends accrued to the
next preceding dividend date or (ii) in the case of a mandatory conversion by
the Corporation pursuant to subdivision (c) of this Section 13, the amount of
unpaid dividends accrued to the date of conversion. The price at which shares of
Common Stock shall be delivered upon conversion initially shall be $40.00 per
share, subject to adjustment as provided in paragraph (4) of this subdivision
(f) (the "Conversion Price").

                                     -49-
<PAGE>
 
          (2) In order to convert shares of this Series into Common Stock the
holder thereof shall surrender at any office hereinabove mentioned the
certificate or certificates therefor, duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly endorsed in blank,
together with any payment required by this paragraph (2) and transfer tax stamps
or funds therefor, if required pursuant to paragraph (8) of this subdivision
(f), and shall state in writing the name or names in which the holder wishes the
certificate or certificates for shares of Common Stock to be issued. In the case
of conversion at the option of such holder, such holder shall give written
notice to the Corporation at said office that he elects to convert such shares.
Except as provided in paragraph (1) of this subdivision (f), no payment or
adjustment shall be made upon any conversion on account of any dividends accrued
on the shares of this Series surrendered for conversion or on account of any
dividends on the Common Stock issued upon such conversion.

     Shares of this Series shall be deemed to have been converted immediately
prior to the close of business on the day of the surrender (or the date
specified in the notice referred to in subdivision (c) of this Section 13 in the
case of a mandatory conversion) of such shares for conversion in accordance with
the foregoing provisions, and the person or persons entitled to receive the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such Common Stock at such time; provided,
however, that any such surrender on any date when the stock transfer books of
the Corporation shall be closed shall constitute the person or persons in whose
name or names the certificates for such shares of Common Stock are to be issued
as the record holder or holders thereof for all purposes immediately prior to
the close of business on the next succeeding day on which such stock transfer
books are opened and such conversion shall be at the conversion price in effect
at such time on such succeeding day. As promptly as practicable on or after the
conversion date, the Corporation shall issue and shall deliver at said office a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with a cash payment in lieu of any
fraction of a share, as hereinafter provided, to the person or persons entitled
to receive the same. In case shares of this Series are called for redemption,
the right to convert such shares shall cease and terminate at the close of
business on the redemption date, unless default shall be made in payment of the
redemption price.

          (3) No fractional shares of Common Stock shall be issued upon
conversion of shares of this Series, but, instead of any fraction of a share of
Common Stock which would otherwise be issuable in respect of the aggregate
number of shares of this Series surrendered for conversion at one time by the
same holder, the Corporation shall pay a cash adjustment of such fraction in an
amount equal to the same fraction of the Closing Price of a share of Common
Stock on the date on which such shares of this Series were duly surrendered for
conversion, or, if such date is not a Trading Day, on the next Trading Day.

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

              (A) In case the Corporation shall (i) pay a dividend or make a
distribution on its outstanding shares of Common Stock in Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue any shares
by reclassification of its shares of Common Stock, the Conversion Price in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted, effective at the opening of business on the business day next
following such record date or effective date, so that the holder of any shares
of this Series surrendered for conversion after such record date or effective
date shall be entitled to receive the number of shares of capital stock of the
Corporation which he would have owned or been entitled to receive had such
shares of this Series been converted immediately prior to such time. If, as a
result of an adjustment made pursuant to this clause (A), the holder of any
share thereafter surrendered for conversion shall become entitled to receive
shares of two or more classes of capital stock of the Corporation, the Board of
Directors (whose determination shall be conclusive) shall determine the
allocation of the adjusted Conversion Price between or among shares of such
classes of capital stock.

                                     -50-
<PAGE>
 
          (B) In case the Corporation shall hereafter issue rights or warrants
to all holders of its Common Stock entitling them (for a period expiring within
45 days after the record date mentioned below) to subscribe for or purchase
shares of Common Stock at a price per share less than the current market price
per share (as determined pursuant to clause (D) of paragraph (4) of this
subdivision (f)) on the record date mentioned below, the Conversion Price shall
be adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to such record date by a fraction,
of which the numerator shall be the number of shares of Common Stock outstanding
on such record date plus the number of shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock so
offered would purchase at such current market price and of which the denominator
shall be the number of shares of Common Stock outstanding on such record date
plus the number of additional shares of Common Stock offered for subscription or
purchase. Such adjustment shall become effective at the opening of business on
the business day next following the record date for the determination of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Price shall be readjusted (but only with respect to
shares of this Series converted after such expiration) to the Conversion Price
which would then be in effect had the adjustments made upon the distribution of
such rights or warrants been made upon the basis of delivery of only the number
of shares of Common Stock actually delivered. The right to acquire shares of
Common Stock pursuant to the Corporation's Dividend Reinvestment Plan as the
same may be amended from time to time, or pursuant to any successor dividend
reinvestment plan, shall not be deemed to be a right giving rise to any
adjustment to the Conversion Price. For the purposes of this clause (B), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation.

          (C) In case the Corporation shall distribute to all holders of its
Common Stock evidences of its indebtedness or assets (including securities, but
excluding any cash dividend or distributions out of surplus or net profits
legally available therefor and dividends referred to in clause (A) of paragraph
(4) of this subdivision (f)) or subscription rights or warrants (excluding those
referred to in clause (B) of paragraph (4) of this subdivision (f)), then in
each such case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the record date mentioned below by a fraction of which the
numerator shall be the current market price per share (determined as provided in
clause (D) of paragraph (4) of this subdivision (f)) of the Common Stock on such
record date less the then fair market value (as determined by the Board of
Directors of the Corporation, whose determination shall be conclusive) of the
portion of the assets or evidences of indebtedness so distributed or of such
subscription rights or warrants applicable to one share of Common Stock, and the
denominator shall be such current market price per share of the Common Stock.
Such adjustment shall become effective on the opening of business on the
business day next following the record date for the determination of
stockholders entitled to receive such distribution.

          (D) For the purpose of any computation under clause (B) or (C) of
paragraph (4) of this subdivision (f), the current market price per share of
Common Stock on any date shall be deemed to be the average of the daily Closing
Price for the 30 consecutive Trading Days selected by the Corporation commencing
not more than 45 Trading Days before the day in question.

          (E) In any case in which this paragraph (4) shall require that an
adjustment as a result of any event become effective at the opening of business
on the business day next following a record date, the Corporation may elect to
defer until after the occurrence of such event (i) issuing to the holder of any
shares of this Series converted after such record date and before the occurrence
of such event the additional shares of Common Stock issuable upon such
conversion over and above the shares of Common Stock issuable upon such
conversion on the basis of the Conversion Price prior to adjustment and (ii)
paying to such holder any amount in cash in lieu of a fractional share of Common
Stock pursuant to paragraph (3) of this subdivision (f); and, in lieu of the
shares the issuance of which is so deferred, the Corporation shall issue or
cause its transfer agents to issue due bills or other appropriate evidence of
the right to receive such shares should such event occur.

                                     -51-
<PAGE>
 
              (F) Any adjustment in the Conversion Price otherwise required by
this paragraph (4) to be made may be postponed, provided that such adjustment
(plus any other adjustments postponed pursuant to this clause (F) and not
theretofore made) would not require an increase or decrease of more than $0.50
in such price and would not, if made, entitle the holders of all then
outstanding shares of this Series upon conversion to receive additional shares
of Common Stock equal in the aggregate to 3% or more of the then issued and
outstanding shares of Common Stock. All calculations under this subdivision (f)
shall be made to the nearest cent or to the nearest 1/100th of a share, as the
case may be.

              (G) The Corporation may (but shall not be obligated to) make such
reductions in the Conversion Price, in addition to those required by clauses
(A), (B) and (C) of paragraph (4) of this subdivision (f), as it considers to be
advisable in order that any event treated for Federal income tax purposes as a
dividend of stock or stock rights shall not be taxable to the recipients.

          (5) Whenever the Conversion Price is adjusted as herein provided:

              (A) the Corporation shall compute the adjusted Conversion Price in
accordance with this subdivision (f) and shall prepare a certificate signed by
the Treasurer of the Corporation setting forth the adjusted Conversion Price,
and such certificate shall forthwith be filed with the transfer agent or agents
for this Series; and

              (B) a notice stating that the Conversion Price has been adjusted
and setting forth the adjusted Conversion Price shall, as soon as practicable,
be mailed to the holders of record of the outstanding shares of this Series.

          (6) In case:

              (A) the Corporation shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of funds
legally available therefor; or

              (B) the Corporation shall authorize the granting to the holders of
its Common Stock of rights to subscribe for or purchase any shares of capital
stock of any class or of any other rights; or

              (C) of any reclassification of the capital stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock), or of any consolidation or merger to which the Corporation is
a party and for which approval of any stockholders of the Corporation is
required, or of the sale or transfer of all or substantially all the assets of
the Corporation; or

              (D) of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation; then the Corporation shall cause to be mailed to
the transfer agent or agents for this Series and to the holders of record of the
outstanding shares of this Series, at least 20 days (or 10 days in any case
specified in clause (A) or (B) of paragraph (4) of this subdivision (f)) prior
to the applicable record date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend or
distribution of rights, 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 or
distribution of rights are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation 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
convert or exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.

                                     -52-
<PAGE>
 
          (7)  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued Common Stock,
for the purpose of effecting the conversion of the shares of this Series, the
full number of shares of Common Stock then deliverable upon the conversion of
all shares of this Series then outstanding, provided, however, that nothing
contained herein shall be construed to preclude the Corporation from satisfying
its obligations in respect of the conversion of the shares by delivery of
purchased shares of Common Stock which are held in the treasury of the
Corporation.

          (8)  The Corporation shall pay any and all taxes that may be payable
in respect of the issuance or delivery of shares of Common Stock on conversion
of shares of this Series pursuant hereto. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting such issue
shall have paid to the Corporation the amount of any such tax, or shall have
established, to the satisfaction of the Corporation, that such tax shall have
been paid.

          (9)  For the purpose of this subdivision (f) the term "Common Stock"
shall include any stock of any class of the Corporation which has no preference
in respect of dividends or of amounts in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and which
is not subject to redemption by the Corporation. However, except as otherwise
provided in paragraph (11) of this subdivision (f), shares issuable on
conversion of shares of this Series shall include only shares of the class
designated as Common Stock of the Corporation as of the original date of issue
of this Series or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation and which
are not subject to redemption by the Corporation, provided that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

          (10) As used in this Section 13 of Article Fourth, the term "Closing
Price" on any day shall mean the reported last sales price regular way on such
day on the New York Stock Exchange, or, if not reported for such Exchange, on
the Composite Tape, or, in case no such reported sale takes place on such day,
the average of the reported closing bid and asked prices regular way on the New
York Stock Exchange, or, if the Common Stock is not listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or, if not listed or admitted
to trading on any national securities exchange, the average of the closing bid
and asked prices in the over-the-counter market as furnished by any New York
Stock Exchange member firm selected from time to time by the Corporation for
that purpose, or, if no such quotations are available, the fair market price as
determined by the Corporation (whose determination shall be conclusive); and the
term "Trading Day" shall mean, so long as the Common Stock is listed or admitted
to trading on the New York Stock Exchange (or any successor to such Exchange), a
date on which the New York Stock Exchange (or such successor) is open for the
transaction of business, or, if the Common Stock is not listed or admitted to
trading on such Exchange, a date on which the principal national securities
exchange on which the Common Stock is listed is open for the transaction of
business, or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, a date on which any New York Stock Exchange member
firm is open for the transaction of business.

          (11) If either of the following shall occur, namely: (A) any
consolidation or merger to which the Corporation is a party, other than a
consolidation or a merger in which the Corporation is a continuing corporation
and which does not result in any reclassification of, or change (other than a
change in par value or from par value to no par value or from no par value to
par value, or as a result of a subdivision or combination) in, outstanding
shares of the Common Stock, or (B) any sale or conveyance to another corporation
of the 

                                     -53-
<PAGE>
 
property of the Corporation as an entirety or substantially as an entirety; then
the right of the holders of shares of this Series then outstanding to convert
such shares into shares of Common Stock as herein provided shall terminate, and
such holders shall have the right to convert such shares into the kind and
amount of shares of stock and other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon conversion of such shares immediately prior to such
consolidation, merger, sale or conveyance, subject to adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
paragraph (4) of this subdivision (f). The provisions of this paragraph (11)
shall similarly apply to successive consolidations, mergers, sales or
conveyances.

            (12) Notwithstanding anything elsewhere contained in this Section
13, any funds which at any time shall have been deposited by the Corporation or
on its behalf with any paying agent for the purpose of paying dividends on or
the redemption price of any of the shares of this Series and which shall not be
required for such purposes because of the conversion of such shares, as provided
in this subdivision (f), shall, upon delivery to the paying agent of evidence
satisfactory to it of such conversion, after such conversion be repaid to the
Corporation by the paying agent.

            (13) Any shares of this Series which shall at any time have been
converted into shares of Common Stock shall, after such conversion, have the
status of authorized but unissued shares of Preference Stock, without
designation as to series until such shares are once more designated as part of a
particular series by the Board of Directors.

        (g) Liquidation Rights. (1) Upon any liquidation, dissolution or winding
up of the Corporation ("Liquidation"), the holders of shares of this Series
shall be entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, before any payment or distribution shall be
made on the shares of any series of Preference Stock subordinate to this Series
as to assets in the event of any Liquidation ("Junior Series") or on the Common
Stock, the amount of $40.00 per share, plus a sum equal to all dividends
(whether or not earned or declared) on such shares accrued and unpaid thereon
through the date of final distribution.

            (2) The Preferred Stock of all series shall be preferred over this
Series in the event of any Liquidation, and in that event the holders of the
Preferred Stock of each series shall be entitled to receive, out of the assets
of the Corporation available for distribution to its stockholders, an amount
determined as provided in the applicable Certificate of Designation or pursuant
to Article Fourth of this Second Restated Certificate of Incorporation, as the
case may be, for every share of their holdings of the Preferred Stock of such
series before any distribution of the assets shall be made to the holders of
shares of this Series. The shares of this Series shall be on a parity with the
Employee Stock Ownership Plan Convertible Preference Stock, Series A (Par Value
$1 Per Share; Stated Value $32 Per Share) of the Corporation and with any other
series of Preference Stock unless the provisions of such other series provide
otherwise, and shall be preferred over the Common Stock, as to assets in the
event of any Liquidation. In the event of any Liquidation, the holders of the
shares of this Series shall be entitled to receive, out of the assets of the
Corporation available for distribution to its stockholders (after payment in
full of all amounts payable in respect of the Preferred Stock of all series and
any series of Preference Stock ranking senior to this Series), an amount
determined as provided in this Section 13 for every share of this Series before
any distribution of the assets shall be made to the holders of any Junior Series
or to the holders of the Common Stock. If, in the event of any Liquidation, the
holders of the Preferred Stock of all series and the holders of the Preference
Stock of this Series (and any other series of Preference Stock not subordinate
to this Series as to assets in the event of any Liquidation ("Senior Series"))
shall have received all the amounts to which they shall be entitled in
accordance with the terms of their respective shares, the holders of shares of
any Junior Series shall be entitled, to the exclusion of the holders of the
Preferred Stock and the holders of the shares of this Series and any Senior
Series, to share ratably in all the assets of the Corporation available for
distribution to such holders then remaining according to the number of shares of
the Junior Series held by them 

                                     -54-
<PAGE>
 
respectively. If, in the event of any Liquidation, the holders of the Preferred
Stock of all series and the holders of the Preference Stock of all series shall
have received all the amounts to which they shall be entitled in accordance with
the terms of their respective shares, the holders of the Common Stock shall be
entitled, to the exclusion of the holders of the Preferred Stock and Preference
Stock, to share ratably in all the assets of the Corporation available for
distribution to the stockholders then remaining according to the number of
shares of the Common Stock held by them respectively. If, upon any Liquidation,
the amounts payable on or with respect to the Preference Stock of this Series
and any series ranking on a parity with this Series are not paid in full, the
holders of shares of such Preference Stock shall share ratably in any
distribution of assets according to the respective amounts which would be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such Preference Stock were paid in full.

            (3) Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all the property and
assets of the Corporation nor the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a Liquidation for
the purposes of this subdivision (g).

        (h) Date of Cumulation. The term "date of cumulation" as used in this
Section 13 with reference to shares of this Series (i) with respect to any such
shares issued subsequent to any record date and prior to the next succeeding
dividend date shall be the March 31 of the year of that dividend date; and (ii)
with respect to any such shares issued subsequent to any dividend date and prior
to the next succeeding record date shall be March 31 of the year of that
dividend date.

     In the event of the issue of additional shares of this Series, all
dividends paid on this Series prior to the issue of such additional shares, and
all dividends declared and payable to holders of record of this Series on any
date prior to the issue of such additional shares, shall be deemed to have been
paid on such additional shares.

     14. Series A Junior Participating Preference Stock (Par Value $1 Per
Share).  The following are the voting powers, designation, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the series of Preference
Stock designated by the Board of Directors of the Corporation as the "Series A
Junior Participating Preference Stock" by resolution dated September 28, 1988,
consisting of 1,500,000 shares:

        (a) Designation and Amount. The designation of the series of Preference
Stock created by this resolution shall be "Series A Junior Participating
Preference Stock" and the number of shares constituting such series shall be
1,500,000.

        (b) Dividends and Distributions. (1) Out of the surplus or net profits
of the Corporation legally available for the payment of dividends, the holders
of shares of Series A Junior Participating Preference Stock shall be entitled to
receive, when and as such dividends may be declared by the Board of Directors,
quarterly dividends payable in cash on the tenth days of March, June, September
and December 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 Preference Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $.50 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 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, par value $1.00 per share, 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 

                                     -55-
<PAGE>
 
fraction of a share of Series A Junior Participating Preference Stock. In the
event the Corporation shall at any time after September 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, (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
Preference Stock shall have been 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 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.

          (2) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preference Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preference Stock, unless the date of issue of such shares
shall be 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 shall be a Quarterly Dividend
Payment Date or shall be a date after the record date for the next Quarterly
Dividend Payment Date 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. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments which
may be in arrears. Dividends paid on shares of Series A Junior Participating
Preference 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.

          (3) Dividends payable upon the shares of Series A Junior Participating
Preference Stock shall be cumulative (whether or not in any dividend period or
periods there shall be surplus or net profits of the Corporation legally
available for the payment of such dividends) so that, if on any Quarterly
Dividend Payment Date dividends upon the outstanding shares of Series A Junior
Participating Preference Stock shall not have been paid, or declared and a sum
sufficient for the payment thereof set apart for such payment, the amount of the
deficiency shall be fully paid, but without interest, or dividends in such
amount declared on the shares of Series A Junior Participating Preference Stock
and a sum sufficient for the payment thereof set apart for such payment, before
any dividend shall be declared or paid upon or set apart for, or any other
distribution shall be made in respect of, or any payment shall be made in
respect of, or any payment shall be made on account of the purchase of, the
Common Stock or any series of Preference Stock subordinate to the Series A
Junior Participating Preference Stock.

      (c) Distributions to Holders of Series A Junior Participating Preference
Stock and Common Stock. Out of any surplus or net profits of the Corporation
legally available for dividends remaining after full cumulative dividends upon
the Preferred Stock of all series then outstanding and of any series of
Preference Stock ranking senior to Series A Junior Participating Preference
Stock shall have been paid for all past dividend periods, and after or
concurrently with making payment of, or declaring and setting apart for payment,
full dividends on the Preferred Stock of all series then outstanding and of any
series of Preference Stock ranking senior to the Series A Junior Participating
Preference Stock then outstanding to the most recent Quarterly Dividend Payment
Date and after the Corporation shall have complied with the provisions in
respect of any and all amounts then or theretofore required to be set aside in
respect of any sinking fund or purchase fund with respect to the Preferred Stock
and any series of Preference Stock ranking senior to Series A Junior
Participating Preference Stock then outstanding and entitled to the benefit of a
sinking fund or purchase fund, and shall have made provision for compliance in
respect of the current sinking fund or purchase fund period for each such series
of Preferred Stock or any series of Preference Stock ranking senior to Series A
Junior Participating Preference Stock, then and not otherwise the holders of
Series A Junior Participating Preference Stock shall be entitled to or may
receive dividends and redemption payments as provided herein. Out of any surplus
or net 

                                     -56-
<PAGE>
 
profits of the Corporation legally available for dividends remaining after full
cumulative dividends upon the shares of Series A Junior Participating Preference
Stock then outstanding shall have been paid through the preceding Quarterly
Dividend Payment Date, and after the Corporation shall have complied with the
provisions in respect of any and all amounts then or theretofore required (if
any) to be set aside or applied in respect of any redemption payments in respect
of shares of Series A Junior Participating Preference Stock, then and not
otherwise, the holders of Common Stock and of any series of Preference Stock
ranking subordinate to Series A Junior Participating Preference Stock shall,
subject to the rights of any other series of Preference Stock then outstanding,
to paragraph (1) of subdivision (b) of this Section 14 and to the provisions of
the Second Restated Certificate of Incorporation, be entitled to receive such
dividends as may from time to time be declared by the Board of Directors.

        (d)   Voting. (1) Holders of shares of Series A Junior Participating
Preference Stock shall be entitled to one vote for each share of stock held.
Except as provided in this subdivision (d) and except as may be required by
applicable law, holders of shares of Series A Junior Participating Preference
Stock shall vote with the Common Stock on all matters required to be submitted
to holders of Common Stock and shall not be entitled to vote as a separate class
with respect to any matter.

              (2) So long as any shares of Series A Junior Participating
Preference Stock shall be outstanding, the Corporation shall not, without the
affirmative vote or written consent of the holders of a majority of the
aggregate number of shares of Series A Junior Participating Preference Stock at
the time outstanding (or such greater percentage as may be required under
applicable law), acting as a single class, alter or change the powers,
preferences or rights given to the Series A Junior Participating Preference
Stock by this Second Restated Certificate of Incorporation so as to affect such
powers, preferences or rights adversely.

              (3) If at the time of any annual meeting of stockholders of the
Corporation for the election of directors a default in preference dividends, as
the term "default in preference dividends" is hereinafter defined with respect
to the Series A Junior Participating Preference Stock, shall exist, the holders
of the Series A Junior Participating Preference Stock, voting separately as a
class with the holders of any other series of Preference Stock so entitled to
vote, shall have the right to elect two members of the Board of Directors; and
the holders of the Common Stock shall not be entitled to vote in the election of
the directors of the Corporation to be elected as provided in the foregoing
clause. Whenever a default in preference dividends shall commence to exist, the
Corporation, upon the written request of the holders of 5% or more of the
outstanding shares of Preference Stock so entitled to vote, shall call a special
meeting of the holders of the Preference Stock so entitled to vote, such special
meeting to be held within 120 days after the date on which such request shall be
received by the Corporation for the purpose of enabling such holders to elect
members of the Board of Directors as provided in the immediately preceding
sentence; provided, however, that such special meeting need not be called if an
annual meeting of stockholders of the Corporation for the election of directors
shall be scheduled to be held within such 120 days; and provided further that in
lieu of any such special meeting, the election of the directors to be elected
thereat may be effected by the written consent of the holders of a majority of
the outstanding shares that would be entitled to be voted upon at such special
meeting. Prior to any such special meeting or meetings, the number of directors
of the Corporation shall be increased to the extent necessary to provide as
additional places on the Board of Directors the directorships to be filled by
the directors to be elected thereat. Any director elected as aforesaid by the
holders of shares of the Preference Stock or of any series thereof shall cease
to serve as such director whenever a default in preference dividends shall cease
to exist. If, prior to the end of the term of any director elected as aforesaid
by the holders of shares of the Preference Stock or of any series thereof, or
elected by the holders of the Common Stock, a vacancy in the office of such
director shall occur by reason of death, resignation, removal or disability, or
for any other cause, such vacancy shall be filled for the unexpired term in the
manner provided in the By-laws; provided, however, that if such vacancy shall be
filled by election by the stockholders at a meeting thereof, the right to fill
such vacancy shall be vested in the holders of that class of stock or series
thereof which elected the director the vacancy in the office of whom 

                                     -57-
<PAGE>
 
is so to be filled, unless, in any such case, no default in preference dividends
shall exist at the time of such election. For the purposes of this paragraph
(3), a "default in preference dividends" with respect to the Series A Junior
Participating Preference Stock shall be deemed to have occurred whenever the
amount of dividends in arrears upon the Series A Junior Participating Preference
Stock shall be equivalent to six full quarterly dividends or more, and, having
so occurred, such default in preference dividends shall be deemed to exist
thereafter until, but only until, all dividends in arrears on all shares of the
Series A Junior Participating Preference Stock then outstanding shall have been
paid. The term "dividends in arrears" whenever used in this paragraph (3) with
reference to the Series A Junior Participating Preference Stock shall be deemed
to mean (whether or not in any dividend period in respect of which such term is
used there shall have been surplus or net profits of the Corporation legally
available for the payment of dividends) that amount which shall be equal to
cumulative dividends at the rate for the Series A Junior Participating
Preference Stock for all past quarterly dividend periods less the amount of all
dividends paid, or deemed paid, for all such periods upon such Series A Junior
Participating Preference Stock. Nothing herein contained shall be deemed to
prevent an increase in the number of directors of the Corporation pursuant to
its By-laws as from time to time in effect so as to provide as additional places
on the Board of Directors directorships to be filled by the directors so to be
elected by the holders of the Series A Junior Participating Preference Stock, or
to prevent any other change in the number of the directors of the Corporation.

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

        (e) Reacquired Shares. Any shares of Series A Junior Participating
Preference 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 Preference Stock and may be reissued as part of a new series
of Preference Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

        (f) Liquidation Rights. (1) Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Corporation ("Liquidation"), the
holders of shares of Series A Junior Participating Preference Stock shall be
entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, before any payment or distribution shall be
made on the shares of any series of Preference Stock subordinate to Series A
Junior Participating Preference Stock as to assets in the event of any
Liquidation ("Junior Series") or on the Common Stock, the amount of $100.00 per
share, plus a sum equal to all dividends (whether or not earned or declared) on
such shares accrued and unpaid thereon through the date of final distribution
(the "Series A Liquidation Preference").

            (2) The Preferred Stock of all series shall be preferred over Series
A Junior Participating Preference Stock in the event of any Liquidation, and in
that event the holders of the Preferred Stock of each series shall be entitled
to receive, out of the assets of the Corporation available for distribution to
its stockholders, an amount determined as provided in the applicable Certificate
of Designation or pursuant to Article Fourth of this Second Restated Certificate
of Incorporation, as the case may be, for every share of their holdings of the
Preferred Stock of such series before any distribution of the assets shall be
made to the holders of shares of Series A Junior Participating Preference Stock.
The shares of Series A Junior Participating Preference Stock shall be
subordinate to any other series of Preference Stock unless the provisions of
such other series provide otherwise, and shall be preferred over the Common
Stock, as to assets in the event of any Liquidation. In the event of any
Liquidation, the holders of the shares of Series A Junior Participating
Preference Stock shall be entitled to receive, out of the assets of the
Corporation available for distribution to its stockholders (after payment in
full of all amounts payable in respect of the Preferred Stock of all series and
any series of Preference Stock ranking senior to Series A Junior Participating
Preference Stock), an amount

                                     -58-
<PAGE>
 
determined as provided in paragraph (1) of this subdivision (f) for every share
of Series A Junior Participating Preference Stock before any distribution of
assets shall be made to the holders of any Junior Series or to the holders of
the Common Stock. If, in the event of any Liquidation, the holders of the
Preferred Stock of all series and the holders of the Preference Stock of all
series shall have received all the amounts to which they shall be entitled in
accordance with the terms of their respective shares, no additional
distributions shall be made to the holders of shares of Preferred Stock or
Preference 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)
100 (as appropriately adjusted as set forth in paragraph (3) of this subdivision
(f) 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 Common
Adjustment in respect of all outstanding shares of Common Stock, holders of
Series A Junior Participating Preference 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 Preference Stock and Common Stock, on a per share basis, respectively.
If, upon any Liquidation, the amounts payable on or with respect to Series A
Junior Participating Preference Stock and any series of Preference Stock ranking
on a parity with Series A Junior Participating Preference Stock are not paid in
full, the holders of shares of such Preference Stock shall share ratably in any
distribution of assets according to the respective amounts which would be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such Preference Stock were paid in full.

            (3) 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 Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which shall be the number of shares of Common Stock outstanding immediately
after such event and the denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior to such event.

            (4) Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all the property and
assets of the Corporation nor the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a Liquidation for
the purposes of this subdivision (f).

        (g) Consolidation, Merger, etc. In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock shall be 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 Preference 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 100 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, (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 set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preference Stock 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
were outstanding immediately prior to such event.

                                     -59-
<PAGE>
 
        (h) Optional Redemption. (1) The Corporation shall have the option to
redeem the whole or any part of the Series A Junior Participating Preference
Stock at any time at a redemption price equal to, subject to the provision for
adjustment hereinafter set forth, 100 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 Preference
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.

            (2) Notice of any such redemption shall be given by mailing to the
holders of the Series A Junior Participating Preference 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 Preference
Stock shall not affect the validity of the proceedings for the redemption of
such Series A Junior Participation Preference Stock.

            (3) If less than all the outstanding shares of the Series A Junior
Participating Preference 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.

                                     -60-
<PAGE>
 
            (4) The notice of redemption to each holder of Series A Junior
Participating Preference Stock shall specify (i) the number of shares of Series
A Junior Participating Preference Stock of such holder to be redeemed, (ii) the
date fixed for redemption, (iii) the redemption price and (iv) the place of
payment of the redemption price.

            (5) 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 Preference 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,
and 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 Preference 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.

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

        (j) Fractional Shares. Series A Junior Participating Preference Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preference Stock.

     FIFTH. The number of directors of the Corporation shall be fixed from time
to time by, or in the manner provided in, its By-laws and may be increased or
decreased as therein provided and shall be increased for the period or periods
established by Section 6 of Article Fourth of this Second Restated Certificate
of Incorporation as therein provided; but the number thereof shall not be less
than three.

     SIXTH. The Board of Directors is expressly authorized to adopt, amend and
repeal by-laws of the Corporation.

     SEVENTH. In order to provide an incentive to increased efficient and
profitable management there is hereby established a Special Incentive
Compensation Plan.

     The persons who shall be eligible to receive special compensation under
said Plan shall be the persons who shall be in the employ of the Corporation or
of one or more of its subsidiary companies and shall be directors of the
Corporation (said persons being hereinafter in this Article Seventh collectively
referred to as 

                                     -61-
<PAGE>
 
Executives of the Corporation) and the other Employees, if any, to whom a part
of such special compensation shall be credited pursuant to the provisions of the
next succeeding paragraph. The special compensation under said Plan shall
consist of "dividend units", as follows:

     For each fiscal year commencing with the year ending December 31, 1975, and
terminating with the year ending December 31, 1980, there shall be credited to
the Executives of the Corporation (or, if some of such "dividend units" are to
be credited to other Employees pursuant to the provisions of this paragraph, to
the Executives of the Corporation and such other Employees), promptly after the
publication by the Corporation of its Annual Report to Stockholders for such
year, "dividend units" hereinafter described representing 1-1/2% of the
consolidated net income for such year. The Board of Directors may determine that
a specified part of the "dividend units" to be credited for any fiscal year
shall be credited to persons who shall have been important Employees in that
year other than Executives of the Corporation. If the Board shall so determine,
it shall also determine the other important Employees to whom such "dividend
units" are to be credited and the number of such "dividend units" to be credited
to each of them (or to the estates of any of them who shall have died in the
meantime). The Executives of the Corporation and such other Employees, if any,
are hereinafter in this Article Seventh collectively referred to as the Key
Employees. The "dividend units" to be credited to the Executives of the
Corporation for any fiscal year shall be credited to the persons who shall have
been the Executives of the Corporation in that year (or to the estates of any of
them who shall have died in the meantime) and shall be divided among such
Executives (or their estates) as shall be determined by the Board of Directors.

     For the purpose of determining the number of "dividend units" to be
credited to the Key Employees for any fiscal year each unit shall be taken at a
value equal to the average of the high and low prices of a share of Common Stock
of the Corporation on the New York Stock Exchange on the first business day of
such fiscal year. Fractional units shall not be credited.

     Each "dividend unit" will entitle the holder to receive from the
Corporation a cash payment equal to each cash dividend that shall be paid on one
share of Common Stock of the Corporation after the crediting of the unit and
during the lifetime of the Key Employee (but in any event until the fifteenth
anniversary of the termination, by death or otherwise, of his service with the
Corporation and its subsidiary companies). The payments to be so made on the
"dividend units" will be subject to the earlier termination of such units as
hereinafter described. In the event of any stock dividend, split-up
reclassification, or analogous change in capitalization, a corresponding change
shall be made in the number of "dividend units" then outstanding.

     During the lifetime of the Key Employee to whom "dividend units" shall be
credited, such "dividend units" shall not be transferable or assignable, and
said payments thereon shall be made only to him, but if he dies before the
expiration of the aforesaid 15-year period, the rights under his "dividend
units" shall pass to his estate. If authorized by the Board of Directors, the
Corporation may enter into an agreement with an estate to which "dividend units"
shall have so passed providing for a lump-sum payment to the estate in
cancellation of such "dividend units".

     All rights under "dividend units" credited to a Key Employee shall be
terminated if the service of such Key Employee shall be terminated for any
reason other than death or normal or permanent incapacity retirement pursuant to
the Pension Plan of the Corporation or voluntary termination of service with the
consent of his employer, or if at any time the Board of Directors shall find
that he has willfully engaged in any activity which is harmful to the interests
of the Corporation.

     For the purposes of this Article Seventh

     (a) the term "consolidated net income" for any fiscal year shall mean the
consolidated net income of the Corporation and its subsidiary companies
consolidated as shown in its Annual Report to Stockholders for such year,

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     (b) the term "Employees" shall mean individuals in the employ of the
Corporation or of one or more of its subsidiary companies but shall not be
deemed to include any person who shall have reached age 70 at the time of making
the credit, and

     (c) the term "Compensation Committee" shall mean a committee which shall be
appointed by the Board of Directors and shall consist of not less than three
members of the Board.

     The amounts of the respective fixed salaries of the Executives of the
Corporation shall be determined by the Board of Directors.

     The Board of Directors may delegate to one or more Compensation Committees
any of or all its powers under the provisions of this Article Seventh, except
its power to authorize the entering into an agreement with an estate pursuant to
the last sentence of the sixth paragraph hereof. Anything in this Article
Seventh to the contrary notwithstanding, none of the Executives shall as a
member of the Board of Directors or as a member of a Compensation Committee have
any vote in the determination of (a) the amount that shall be paid to him as a
fixed salary or (b) the number of "dividend units" that shall be credited to
him.

     Anything herein contained to the contrary notwithstanding, the aggregate
amounts paid subsequent to July 1, 1959, on all "dividend units" that shall have
been credited to Executives of the Corporation as such, plus the aggregate fixed
salaries paid to the Executives of the Corporation in excess of an amount equal
to $90,000 per month for the period elapsed subsequent to such date, shall not
at any time exceed 4% of the aggregate cash dividends paid on the Common Stock
of the Corporation subsequent to such date.

     The Board of Directors, acting for the Corporation as the owner, direct or
indirect, of capital stock in any other corporation, shall have power in its
discretion to approve any plan for the payment of incentive compensation to the
officers and employees of said other corporation which shall be based on the net
earnings of said other corporation or in any other manner which will make the
amount of said incentive compensation dependent upon the results accomplished by
them or any of them, and the Board of Directors shall also have power to adopt
similar plans for the payment of incentive compensation to officers and
employees of the Corporation engaged in the conduct and operation of businesses
relating to physical properties directly owned or operated by it.

     When all payments under this Article Seventh shall have been made, this
Article Seventh shall terminate and shall be of no further force or effect.

     EIGHTH. The Corporation may indemnify and hold harmless and advance
expenses to, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all expenses, judgments,
fines, liability, amounts paid in settlement and loss reasonably incurred or
suffered by such person. The rights conferred by this Article shall not be
exclusive of any other rights under any statute, provision of this Second
Restated Certificate of Incorporation, by-law, agreement, vote of stockholders
or disinterested directors or otherwise.

     NINTH. No director of the Corporation shall be personally liable to the
Corporation or any stockholder for monetary damages for breach of fiduciary duty
as a director, except for any matter in respect of which such director shall be
liable under Section 174 of Title 8 of the Delaware Code (relating to the
Delaware General 

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Corporation Law) or any amendment thereto or successor provision thereto or
shall be liable by reason that, in addition to any and all other requirements
for such liability, such director (i) shall have breached the duty of loyalty to
the Corporation or its stockholders, (ii) shall not have acted in good faith or,
in failing to act, shall not have acted in good faith, (iii) shall have acted in
a manner involving intentional misconduct or a knowing violation of law or, in
failing to act, shall have acted in a manner involving intentional misconduct or
a knowing violation of law or (iv) shall have derived an improper personal
benefit. Neither the amendment nor repeal of this Article Ninth, nor the
adoption of any provision of this Second Restated Certificate of Incorporation
inconsistent with this Article Ninth, shall eliminate or reduce the effect of
this Article Ninth in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article Ninth would accrue or arise, prior to
such amendment, repeal or adoption of any inconsistent provision.

     TENTH. The Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provision contained in this Second
Restated Certificate of Incorporation in the manner now or hereafter prescribed
by law; and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Second Restated Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article Tenth.

     IN WITNESS WHEREOF, Bethlehem Steel Corporation has caused this Second
Restated Certificate of Incorporation to be executed by Curtis H. Barnette, its
Chairman, and attested by G. Penn Holsenbeck, its Secretary, this 4th day of
April, 1994.

                                   BETHLEHEM STEEL CORPORATION,

                                   by /s/ Curtis H. Barnette
                                       Curtis H. Barnette
                                             Chairman


Attest:

  /s/ G. Penn Holsenbeck

     Secretary

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