Exhibit 3(i)


                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            BANKERS TRUST CORPORATION

                Under Section 807 of the Business Corporation Law

The undersigned, being respectively the president and the secretary of Bankers
Trust Corporation, a New York corporation, hereby certify that:

      1. The name of the corporation is Bankers Trust Corporation, and the name
under which it was formed was BT New York Corporation.

      2. The certificate of incorporation was filed by the Department of State
on the 12th of May, 1965.

      3. The text of the certificate of incorporation is hereby amended to (i)
change the purposes of the corporation, (ii) change the authorized stock of the
corporation by (A) deleting 299,999,800 of the shares of common stock, par value
$1.00 per share, (B) deleting 9,809,900 of the shares, without par value,
designated as Series Preferred Stock, (C) deleting paragraph (b) of Article
FOURTH, which sets forth certain rights, preferences and limitations of the
common stock, (D) deleting paragraph (c) of Article FOURTH, which contains
certain general provisions, and (E) deleting paragraph (d) of Article FOURTH,
which contains all matters set forth in the certificate of incorporation with
respect to Series C Junior Participating Preferred Stock, none of the authorized
shares of which are presently outstanding, (iii) change the process address, and
(iv) designate a registered agent. The text of the certificate of incorporation
is hereby amended to read as herein set forth in full:


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<PAGE>

      FIRST: The name of the corporation is BANKERS TRUST CORPORATION.

      SECOND: The purposes for which it is formed are as follows:

            The purpose of the corporation is to engage in any lawful act or
      activity for which corporations may be organized under the Business
      Corporation Law, provided, however, that the corporation is not formed to
      engage in any act or activity requiring the consent or approval of any
      state official, department, board, agency or other body without first
      obtaining the consent of such body.

      THIRD: The office of the corporation in the State of New York is to be
located in the City of New York, County of New York.

      FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 190,300 divided into 190,100 shares without par value
designated as Series Preferred Stock and 200 shares of common stock, par value $
1.00 per share.

      (A) Series Preferred Stock

      1. Board Authority: The Series Preferred Stock may be issued from time to
time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularity of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article FOURTH to issue from time
to time Series Preferred Stock in one or more series and to fix from time to
time before issuance thereof, by filing a certificate pursuant to the Business
Corporation Law, the number of shares in each such series of such class and all
designations, relative rights (including the right, to the extent permitted by
law, to convert into shares of any class or into shares of any series of any
class), preferences and limitations of the shares in each such series, including
but without limiting the generality of the foregoing, the following:

            (i) The number of shares to constitute such series (which number may
      at any time, or from time to time, be increased or decreased by the Board
      of Directors, notwithstanding that shares of the series may be outstanding
      at the time of such increase or decrease, unless the Board of Directors
      shall have otherwise provided in creating such series) and the distinctive
      designation thereof;


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<PAGE>

            (ii) The dividend rate on the shares of such series, whether or not
      dividends on the shares of such series shall be cumulative, and the date
      or dates, if any, from which dividends thereon shall be cumulative;

            (iii) Whether or not the shares of such series shall be redeemable,
      at the option of the corporation, the holder or another person or upon the
      happening of a specified event and, if redeemable, the date or dates upon
      which of after which they shall be redeemable, the cash, property,
      indebtedness or securities for which each share shall be redeemable and
      the redemption prices or rates and adjustment thereto;

            (iv) The right, if any, of holders of shares of such series to
      convert the same into, or exchange the same for, Common Stock or other
      stock as permitted by law, and the terms and conditions of such conversion
      or exchange, as well as provisions for adjustment of the conversion rate
      in such events as the Board of Directors shall determine;

            (v) The amount per share payable on the shares of such series upon
      the voluntary and involuntary Liquidation, dissolution or winding up of
      the corporation;

            (vi) Whether the holders of shares of such series shall have voting
      power, full or limited, in addition to the voting powers provided by law,
      and in case additional voting powers are accorded to fix the extent
      thereof; and

            (vii) Generally to fix the other rights and privileges and any
      qualifications, limitations or restrictions of such rights and privileges
      of such series, provided, however, that no such rights, privileges,
      qualifications, limitations or restrictions shall be in conflict with the
      Certificate of Incorporation of the corporation or with the resolution or
      resolutions adopted by the Board of Directors providing for the issue of
      any series of which there are shares outstanding.

            With respect to all shares of Series Preferred Stock issued prior to
      April 23, 1998, all Series Preferred Stock of the same series shall be
      identical in all respects, except that shares of any one series issued at
      different times may differ as to dates, if any, from which dividends
      thereon may accumulate. With respect to all shares of Series Preferred
      Stock issued prior to April 23, 1998, all shares of Series Preferred Stock
      of all series shall be of equal rank and shall be identical in all
      respects except that to the extent not otherwise limited in this Article
      FOURTH any series may differ from any other series with respect to any one
      or more of the designations, relative rights, preferences and limitations
      described or referred to in subparagraphs (i) to (vii) inclusive above.

            With respect to any series of Series Preferred Stock authorized or
      issued on or after April 23, 1998, except to the extent otherwise required
      by law, shares of any


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<PAGE>

      series of Series Preferred Stock may have the same or different relative
      rights, preferences and limitations and each series of Series Preferred
      Stock may have the same or different relative rights, preferences and
      limitations, in each case, as determined by the Board of Directors.

      2. Dividends: Dividends on the outstanding Series Preferred Stock of each
series shall be declared and paid or set apart for payment before any dividends
shall be declared and paid or set apart for payment on the Common Stock with
respect to the same quarterly dividend period. Dividends on any shares of Series
Preferred Stock shall be cumulative only if and to the extent set forth in a
certificate filed pursuant to law. After dividends on all shares of Series
Preferred Stock (including cumulative dividends if and to the extent any such
shares shall be entitled thereto) shall have been declared and paid or set apart
for payment with respect to any quarterly dividend period, then and not
otherwise so long as any shares of Series Preferred Stock remain outstanding,
dividends may be declared and paid or set apart for payment with respect to the
same quarterly dividend period on the Common Stock out of the assets or funds of
the corporation legally available therefor.

      With respect to all shares of Series Preferred Stock issued prior to April
23, 1998, all shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratably in the payment thereof in accordance
with the sums which would be payable on such shares if all dividends were paid
in full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

      With respect to all shares of Series Preferred Stock authorized or issued
on or after April 23, 1998, the Board of Directors may authorize and issue
series of Series Preferred Stock that do not share ratably in the payment of
dividends and may fix the relative rights of each series of Series Preferred
Stock to receive dividends.

      3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

      4. Liquidation: In the event of any liquidation, dissolution or winding up
of the corporation, whether voluntary or involuntary, each series of Series
Preferred Stock shall have preference and priority over the Common Stock for
payment of the amount to which each outstanding series of Series Preferred Stock
shall be entitled in accordance with


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<PAGE>

the provisions thereof and each holder of Series Preferred Stock shall be
entitled to be paid in full such amount, or have a sum sufficient for the
payment in full set aside, before any payments shall be made to the holders of
the Common Stock. With respect to all shares of Series Preferred Stock issued
prior to April 23, 1998, if, upon liquidation, dissolution or winding up of the
corporation, the assets of the corporation or proceeds thereof, distributable
among the holders of the shares of all series of the Series Preferred Stock
shall be insufficient to pay in full the preferential amount aforesaid, then
such assets, or the proceeds thereof, shall be distributed among such holders
ratably in accordance with the respective amounts which would be payable if all
amounts payable thereon were paid in full. After the payment to the holders of
Series Preferred Stock of all such amounts to which they are entitled, as above
provided, the remaining assets and funds of the corporation shall be divided and
paid to the holders of Common Stock.

      With respect to all shares of Series Preferred Stock authorized or issued
on or after April 23, 1998, the Board of Directors may authorize and issue
series of Series Preferred Stock that do not share ratably in the payment of
amounts upon the voluntary or involuntary liquidation, dissolution or winding up
of the corporation.

      5. Redemption: In the event that the Series Preferred Stock of any series
shall be made redeemable as provided in clause (iii) of paragraph 1 of section
(A) of this Article FOURTH, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable redemption price fixed by the Board of
Directors as provided herein, plus an amount equal to accrued and unpaid
dividends to the date fixed for redemption, upon such notice and terms as may be
specifically provided in the certificate filed pursuant to law with respect to
the series.

      6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter of right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration or by way of dividend.

      (B) Provisions relating to the Series Q Preferred Stock.

      1. Designation. The distinctive serial designation of the series
established hereby shall be "Adjustable Rate Cumulative Preferred Stock, Series
Q" (hereinafter called the "Series Q Preferred Stock").

      2. Number. The number of shares of Series Q Preferred Stock shall
initially be 80,000, which number may not be increased, but may from time to
time be


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<PAGE>

decreased (but not below the number of shares of Series Q Preferred Stock then
outstanding) by a resolution duly adopted by the Board of Directors of the
corporation. Shares of Series Q Preferred Stock redeemed, purchased or otherwise
acquired by the corporation shall be canceled and shall revert to authorized but
unissued Series Preferred Stock undesignated as to series.

      3. Dividends. (a) Holders of shares of Series Q Preferred Stock shall be
entitled to receive cumulative cash dividends when, as and if declared by the
Board of Directors of the corporation, out of funds legally available therefor,
from the date of original issuance of such shares to and including May 31, 1994
(the "Initial Dividend Period"), and for each dividends period commencing on
each March 1, June 1, September 1 and December 1 thereafter, and ending on and
including the day next preceding the first day of the next dividend period (such
Initial Dividend Period and each of such other periods being hereinafter
referred to as a "Dividend Period") at a rate per annum for each Dividend Period
equal to the Applicable Rate (as defined in paragraph 4 below) in respect of
such Dividend Period. The amount of dividends per share payable for the Initial
Dividend Period and for any portion of any other Dividend Period less than a
full Dividend Period shall be computed on the basis of a 360-day year consisting
of twelve 30-day months and the actual number of days elapsed in the Dividend
Period for which the dividends are payable, and by multiplying the Applicable
Rate with respect to each Dividend Period, by $2,500.

      Dividends as provided for in this paragraph 3 will accrue from the date of
original issuance and will be payable when, as and if declared by the Board of
Directors of the corporation, out of funds legally available therefor, quarterly
on March 1, June 1, September 1 and December 1 in each year, commencing June 1,
1994 (each, a "Dividend Payment Date"), to the holders of record on such
respective dates, not exceeding 30 days preceding the related Dividend Payment
Date, as may be determined by the Board of Directors of the corporation, or a
duly authorized committee of the Board of Directors, in advance of such Dividend
Payment Date. Dividends as provided for in this paragraph 3, to the extent not
declared and paid for any past Dividend Periods, may be declared and paid at any
time, without reference to any regular Dividend Payment Date, to holders of
record on such date, not exceeding 30 days preceding the payment date therefor,
as may be fixed by the Board of Directors of the corporation, or a duly
authorized committee of the Board of Directors. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend that is not paid
when it accrues.

      (b) No dividend shall be declared and paid or set apart for payment on any
share of Series Q Preferred Stock or any share of any other series of Series
Preferred Stock or any share of any class of stock, or series thereof, ranking
on a parity with the Series Q Preferred Stock as to dividends, for any Dividend
Period unless at the same time a like proportionate dividend for the same
Dividend Period, ratably in proportion to the respective dividends applicable
thereto (adjusted in the case of the Initial Dividend Period to reflect the


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<PAGE>

length of such period), shall be declared and paid or set apart for payment on
all shares of Series Q Preferred Stock and all shares of all other series of
Series Preferred Stock and all shares of any class, or series thereof, ranking
on a parity with the Series Q Preferred Stock as to dividends, then issued and
outstanding and entitled to receive dividends. Holders of shares of Series Q
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative dividends, as herein provided,
on the Series Q Preferred Stock.

      (c) So long as any shares of Series Q Preferred Stock shall be
outstanding, unless the full cumulative dividends on all outstanding shares of
Series Q Preferred Stock shall have been declared and paid or set apart for
payment for all past Dividend Periods and except as provided in paragraph 3(b),
(i) no dividend (other than a dividend in Common Stock or in any other stock of
the corporation ranking junior to the Series Q Preferred Stock as to dividends
and distribution of assets upon liquidation, dissolution or winding up) shall be
declared and paid or set apart for payment, or other distribution declared or
made, on the Common Stock or on any other stock ranking junior to or on a parity
with Series Q Preferred Stock as to dividends or distribution of assets upon
liquidation, dissolution or winding up, and (ii) no shares of Common Stock or
shares of any other stock of the corporation ranking junior to or on a parity
with Series Q Preferred Stock as to dividends or distribution of assets upon
liquidation, dissolution or winding up shall be redeemed, purchased or otherwise
acquired for any consideration by the corporation or any subsidiary of the
corporation (nor shall any moneys be paid to or made available for a sinking or
other fund for the redemption, purchase or other acquisition of any shares of
any such stock), other than by conversion into or exchange for Common Stock or
any other stock of the corporation ranking junior to Series Q Preferred Stock as
to dividends and distribution of assets upon liquidation, dissolution or winding
up.

      4. Applicable Rate. (a) The dividend rate per annum referred to in
paragraph 3(a) for any Dividend Period (the "Applicable Rate") shall be equal to
(i) in the case of the Initial Dividend Period, 5.90% per annum and (ii) in the
case of any Dividend Period subsequent to the Initial Dividend Period, 10-1/2%
per annum; provided, however, that if a lower dividend rate for any such
Dividend Period would result, then the Applicable Rate for such Dividend Period
shall be equal to 85% of the Effective Rate (as defined below), but in no event
less than 4-1/2% per annum. The "Effective Rate" for any Dividend Period shall
be equal to 25 basis points over the highest of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as
hereinafter defined) for such Dividend Period. If the corporation determines in
good faith that for any reason:

            (i) any one of the Treasury Bill Rate, the Ten Year Constant
      Maturity Rate and the Thirty Year Constant Maturity Rate cannot be
      determined for any Dividend Period, then the Effective Rate for such
      Dividend Period will be equal to 25 basis points above the higher of
      whichever two such Rates can be so determined;


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<PAGE>

            (ii) only one of the Treasury Bill Rate, the Ten Year Constant
      Maturity Rate and the Thirty Year Constant Maturity Rate can be determined
      for any Dividend Period, then the Effective Rate for such Dividend Period
      will be equal to 25 basis points above whichever such Rate can be so
      determined; or

            (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity
      Rate and the Thirty Year Constant Maturity Rate can be determined for any
      Dividend Period, then the Effective Rate for the preceding Dividend Period
      will be continued for such Dividend Period.

      Except as provided below in this paragraph, the "Treasury Bill Rate" for
each Dividend Period shall be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during the relevant
Calendar Period, as defined below) for three-month U.S. Treasury bills, as
published weekly by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") during the Calendar Period immediately preceding the
last ten calendar days preceding the Dividend Period for which the dividend rate
on the Series Q Preferred Stock is being determined. If the Federal Reserve
Board does not publish such a weekly per annum market discount rate during any
such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall
be the arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate, if only one
such rate shall be published during the relevant Calendar Period) for
three-month U.S. Treasury bills, as published weekly during such Calendar Period
by any Federal Reserve Bank or by any U.S. Government department or agency
selected by the corporation. If a weekly per annum market discount rate for
three-month U.S. Treasury bills shall not be published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate for such
Dividend Period shall be the arithmetic average of the two most recent weekly
per annum market discount rates (or the one weekly per annum market discount
rate, if only one such rate shall be published during the relevant Calendar
Period) for all of the U.S. Treasury bills then having remaining maturities of
not less than 80 nor more than 100 days, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board shall not
publish such rates, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the corporation. If the corporation determines
in good faith that for any reason no such U.S. Treasury bill rates are published
as provided above during such Calendar Period, then the Treasury Bill Rate for
such Dividend Period shall be the arithmetic average of the per annum market
discount rates based upon the closing bids during such Calendar Period for each
of the issues of marketable noninterest-bearing U.S. Treasury securities with a
remaining maturity of not less than 80 nor more than 100 days from the date of
each such quotation, as chosen and quoted daily for each business day in The
City of New York (or less frequently if daily quotations shall not be generally
available) to the corporation by at least three recognized dealers in U.S.
Government securities selected by


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<PAGE>

the corporation. If the corporation determines in good faith that for any reason
the corporation cannot determine the Treasury Bill Rate for any Dividend Period
as provided above in this paragraph, the Treasury Bill Rate for such Dividend
Period shall be the arithmetic average of the per annum market discount rates
based upon the closing bids during such Calendar Period for each of the issues
of marketable interest-bearing U.S. Treasury securities with a remaining
maturity of not less than 80 not more than 100 days from the date of each such
quotation, as chosen and quoted daily for each business day in The City of New
York (or less frequently if daily quotations shall not be generally available)
to the corporation by at least three recognized dealers in U.S. Government
securities selected by the corporation.

      Except as provided below in this paragraph, the, "Ten Year Constant
Maturity Rate" for each Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields, as defined below (or
the one weekly per annum Ten Year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the last
ten calendar days preceding the Dividend Period for which the dividend rate on
the Series Q Preferred Stock is being determined. If the Federal Reserve Board
does not publish such a weekly per annum Ten Year Average Yield during any such
Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend
Period shall be the arithmetic average of the two most recent weekly per annum
Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if
only one such Yield shall be published during the relevant Calendar Period), as
published weekly during such Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the corporation. If a
weekly per annum Ten Year Average Yield shall not be published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year Constant
Maturity Rate for such Dividend Period shall be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one weekly
per annum average yield to maturity, if only one such yield shall be published
during the relevant Calendar Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special Securities, as
defined below) then having remaining maturities of not less than eight nor more
than twelve years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board shall not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency selected
by the corporation. If the corporation determines in good faith that for any
reason the corporation cannot determine the Ten Year Constant Maturity Rate for
any Dividend Period as provided above in this paragraph, then the Ten Year
Constant Maturity Rate for such Dividend Period shall be the arithmetic average
of the per annum average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) with a
final maturity date not less than eight nor more than twelve years from the date
of each such quotation, as chosen and quoted daily for each business day in The
City of New York (or less frequently if daily quotations shall not be


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<PAGE>

generally available) to the corporation by at least three recognized dealers in
U.S. Government securities selected by the corporation.

      Except as provided below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Thirty Year Average Yields, as defined below
(or the one weekly per annum Thirty Year Average Yield, if only one such Yield
shall be published during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period immediately preceding the
last ten calendar days preceding the Dividend Period for which the dividend rate
on the Series Q Preferred Stock is being determined. If the Federal Reserve
Board does not publish such a weekly per annum Thirty Year Average Yield during
any such Calendar Period, then the Thirty Year Constant Maturity Rate for such
Dividend Period shall be the arithmetic average of the two most recent weekly
per annum Thirty Year Average Yields (or the one weekly per annum Thirty Year
Average Yield, if only one such Yield shall be published during the relevant
Calendar Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
corporation. If a per annum Thirty Year Average Yield shall not be published by
the Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the Thirty
Year Constant Maturity Rate for such Dividend Period shall be the arithmetic
average of the two most recent weekly per annum average yields to maturity (or
the one weekly per annum average yield to maturity, if only one such yield shall
be published during the relevant Calendar Period) for all the actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities) then having remaining maturities of not less than twenty-eight nor
more than thirty years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board shall not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency selected
by the corporation. If the corporation determines in good faith that for any
reason the corporation cannot determine the Thirty Year Constant Maturity Rate
for any Dividend Period as provided above in this paragraph, then the Thirty
Year Constant Maturity Rate for such Dividend Period shall be the arithmetic
average of the per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than twenty-eight nor more than thirty years
from the date of each such quotation, as chosen and quoted daily for each
business day in The City of New York (or less frequently if daily quotations
shall not be generally available) to the corporation by at least three
recognized dealers in U.S. government securities selected by the corporation.

      The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate shall each be rounded to the nearest five hundredths
of a percentage point.


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<PAGE>

      (b) The Applicable Rate with respect to each Dividend Period commencing
after the Initial Dividend Period will be calculated as promptly as practicable
by the corporation according to the appropriate method described herein. The
corporation will cause each such Applicable Rate (separately identifying the
Effective Rate) to be published in a daily newspaper of general circulation in
The City of New York prior to the commencement of the first Dividend Period to
which it applies and will cause notice of such Applicable Rate (separately
identifying The Effective Rate) to be included with the dividend payment checks
next mailed to the holders of the Series Q Preferred Stock.

      (c) For purposes of this paragraph 4, the per annum market discount rates
for three-month U.S. Treasury bills shall be secondary market rates (quoted on a
bank-discount basis), and the term:

            (i)  "Calendar Period" shall mean 14 calendar days;

            (ii) "Special Securities" shall mean securities which can, at the
      option of the holder, be surrendered at face value in payment of any
      federal estate tax or which provide tax benefits to the holder and are
      priced to reflect such tax benefits or which were originally issued at a
      deep or substantial discount;

            (iii) "Ten Year Average Yield" shall mean the average yield to
      maturity for actively traded marketable U.S. Treasury fixed interest rate
      securities (adjusted to constant maturities of ten years); and

            (iv) "Thirty Year Average Yield" shall mean the average yield to
      maturity for actively traded marketable U.S. Treasury fixed interest rate
      securities (adjusted to constant maturities of thirty years).

      5. Liquidation. (a) Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the holders of the shares of
Series Q Preferred Stock shall be entitled to receive in full out of the net
assets of the corporation or the proceeds thereof, whether from capital or
surplus, before any payment or distribution shall be made or set aside for
payment on the Common Stock or on any other class or series of stock ranking
junior to Series Q Preferred Stock as to distribution of assets upon such
liquidation, dissolution or winding up, liquidating distributions in the amount
of $2,500.00 per share, plus in each case an amount equal to accrued and unpaid
dividends (whether or not declared) to the date of final distribution (the
"Liquidation Preference").

      (b) In the event the assets of the corporation, or the proceeds thereof,
available for distribution to the holders of shares of Series Q Preferred Stock
upon any liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, shall be insufficient to pay the full Liquidation
Preference to which such holders are entitled pursuant to paragraph 5(a), no
such distribution shall be made on account of any shares of any


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<PAGE>

other series of Series Preferred Stock or any other class of stock, or series
thereof ranking on a parity with the shares of Series Q Preferred Stock as to
distribution of assets upon liquidation, dissolution or winding up, unless
proportionate distributive amounts shall be paid on account of the shares of
Series Q Preferred Stock, ratably in proportion to the preferential sums which
would be payable in such distribution if all sums payable in respect of the
shares of all series of Series Preferred Stock and any such other class or
series as aforesaid were paid in full.

      (c) After the payment to the holders of the shares of Series Q Preferred
Stock of the full Liquidation Preference, the holders of shares of Series Q
Preferred Stock, as such, shall have no right or claim to any of the remaining
assets of the corporation, or the proceeds thereof.

      (d) A consolidation or merger of the corporation with or into another
corporation or corporations, or a sale, lease or conveyance, whether for cash,
shares of stock, securities or properties, of all or substantially all or any
part of the assets of the corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the corporation within the meaning of
this paragraph 5.

      6. Redemption. (a) Issued and outstanding shares of Series Q Preferred
Stock shall be redeemable, at the option of the corporation, as a whole or from
time to time in part, at any time on or after March 1, 1999 at a redemption
price of $2,500.00 per share, plus, in each case, an amount equal to accrued and
unpaid dividends (whether or not declared) to the date fixed for redemption.

      (b)(i) In the event the corporation shall redeem shares of Series Q
Preferred Stock, notice of such redemption shall be given by first-class mail,
postage prepaid, mailed not more than 60 nor less than 30 days prior to the date
fixed for redemption, to each holder of record of the shares to be redeemed, at
such holder's address as the same appears on the books of the corporation. Each
such notice shall state: (A) the date fixed for redemption; (B) the number of
shares of Series Q Preferred Stock to be redeemed and, if less than all of the
shares of Series Q Preferred Stock held by such holder are to be redeemed, the
number of such shares (and the certificate numbers of such shares) to be
redeemed from such holder; (C) the redemption price (specifying the amount of
accrued and unpaid dividends to be included therein) and the manner in which
such redemption price is to be paid and delivered; (D) the place or places
(which shall include a place in the Borough of Manhattan, The City of New York)
where certificates for such shares are to be surrendered for payment of the
redemption price; and (E) that dividends on the shares to be redeemed will cease
to accrue on such date fixed for redemption. No defect in the notice of
redemption or in the mailing thereof shall affect the validity of the redemption
proceedings, and the failure to give notice to any holder of shares of Series Q
Preferred Stock to be so redeemed shall not affect the validity


                                                                              12
<PAGE>

of the notice given to the other holders of shares of Series Q Preferred Stock
to be so redeemed.

      (ii) Notice having been mailed as aforesaid, from and after the date fixed
for redemption (unless default shall be made by the corporation in providing
funds for the payment of the redemption price), dividends on the shares of
Series Q Preferred Stock so called for redemption shall cease to accrue, and
such shares shall no longer be deemed to be outstanding, and all rights of the
holders thereof as holders of Series Q Preferred Stock (except the right to
receive from the corporation the redemption price, but without interest) shall
cease. The corporation's obligation to provide funds in accordance with the
preceding sentence shall be deemed fulfilled if, on or before 12:00 noon, New
York City time on the date fixed for redemption, the corporation shall deposit
with a paying agent (which may be an affiliate of the corporation) (a "Paying
Agent"), which shall be a bank or trust company organized and in good standing
under the laws of the United States or the State of New York having an office or
agency in the Borough of Manhattan, The City of New York, and having, together
with its corporate parent, capital, surplus and undivided profits aggregating at
least $50,000,000, funds necessary for such redemption, in trust, with
irrevocable instructions and authorization that such funds be applied to the
redemption of the shares of Series Q Preferred Stock so called for redemption
upon surrender of certificates for such shares (properly endorsed or assigned
for transfer).

      (iii) If such notice of redemption shall have been duly mailed or if the
corporation shall have given to a Paying Agent irrevocable authorization
promptly to mail such notice, and if, on or before 12:00 noon, New York City
time on the redemption date specified therein, the funds necessary for such
redemption shall have been deposited by the corporation with such Paying Agent
in trust for the pro rata benefit of the holders of the shares of Series Q
Preferred Stock called for redemption, together with irrevocable instructions
that such funds be applied to such redemption, then, notwithstanding that any
certificate for shares of Series Q Preferred Stock so called for redemption
shall not have been surrendered for cancellation, from and after the time of
such deposit, all shares of Series Q Preferred Stock so called for redemption
shall no longer be deemed to be outstanding and all rights with respect to such
shares of Series Q Preferred Stock shall forthwith cease and terminate, except
only the right of the holders thereof to receive from such Paying Agent at any
time after the time of such deposit the funds so deposited, without any interest
thereon.

      (iv) Any interest accrued on funds deposited with a Paying Agent in
connection with any redemption of shares of Series Q Preferred Stock shall be
paid to the corporation from time to time and the holders of any such shares to
be redeemed with such money shall have no claim to any such interest. Any funds
deposited and unclaimed at the end of two years from any redemption date shall
be repaid or released to the corporation, after which the holder or holders of
shares of Series Q Preferred Stock so called for redemption


                                                                              13
<PAGE>

shall look only to the corporation for payment of the redemption price, without
any interest thereon.

      (c) Upon surrender in accordance with such notice of the certificates for
any shares to be redeemed (properly endorsed or assigned for transfer), such
shares shall be redeemed by the corporation at the applicable redemption price.
If fewer than all the outstanding shares of Series Q Preferred Stock are to be
redeemed, the shares to be redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors of the corporation.

      (d) In no event shall the corporation redeem, purchase or otherwise
acquire fewer than all the outstanding shares of Series Q Preferred Stock unless
full cumulative dividends shall have been declared and paid or set apart for
payment on all outstanding shares of Series Q Preferred Stock for all prior
Dividend Periods; provided, however, that the foregoing shall not prevent, if
otherwise permitted, the purchase or acquisition of shares of Series Q Preferred
Stock pursuant to a tender or exchange offer made on the same terms to holders
of all the outstanding shares of Series Q Preferred Stock and mailed to the
holders of record of all such outstanding shares at such holders' addresses as
the same appear on the books of the corporation; and provided further, however,
that if some, but fewer than all, of the shares of Series Q Preferred Stock are
to be purchased or otherwise acquired pursuant to such tender or exchange offer
and the number of shares so tendered exceeds the number of shares so to be
purchased or otherwise acquired by the corporation, the shares of Series Q
Preferred Stock so tendered shall be Purchased or otherwise acquired by the
corporation on a pro rata basis (with adjustments to eliminate fractions)
according to the number of such shares duly tendered by each holder so tendering
shares of Series Q Preferred Stock for such purchase or exchange.

      7. Conversion and Exchange. The holders of shares of Series Q Preferred
Stock shall not have any rights to convert such shares into or to exchange such
shares for shares of Common Stock or any other stock of the corporation.

      8. Voting Rights. (a) Except as hereinafter in this paragraph 8 expressly
provided and as otherwise from time to time required by the laws of the State of
New York, the Series Q Preferred Stock shall not have any voting rights.

      (b) Whenever, at any time or times, dividends payable on shares of Series
Q Preferred Stock shall be in arrears in an amount equivalent to dividends for
six full Dividend Periods, then, immediately upon the happening of such event,
the number of directors of the corporation shall be increased by two and the
holders of outstanding shares of Series Q Preferred Stock shall have the right,
voting together as a single class with holders of shares of any other series of
Series Preferred Stock then outstanding upon which like voting rights have been
conferred and are then exercisable, to the exclusion of the holders of the


                                                                              14
<PAGE>

Common Stock, the holders of any other series of Series Preferred Stock upon
which such voting rights have not been conferred or are not then exercisable,
and the holders of any other stock of the corporation having general voting
rights, to vote for the election of two members of the Board of Directors of the
corporation to fill such newly created directorships, until all dividends in
arrears on the Series Q Preferred Stock have been declared and paid or set apart
for payment in full. The right of the holders of Series Q Preferred Stock to
elect members of the Board of Directors of the corporation as aforesaid shall
continue until such time as all dividends in arrears on the Series Q Preferred
Stock shall have been declared and paid or set apart for payment in full, at
which time such right shall terminate, except as herein or by law expressly
provided, subject to revesting in the event of each and every subsequent
arrearage in the amount above mentioned. Upon any termination of the right of
such holders to elect directors as herein provided, the term of office of all
directors then in office elected thereby, and the vacancies created pursuant to
this paragraph 8(b), shall terminate immediately. Any director who shall have
been so elected pursuant to this paragraph 8(b) may be removed at any time, with
or without cause, and any vacancy thereby created may be filled, only by the
affirmative vote of the holders of Series Q Preferred Stock voting together as a
single class with the holders of shares of any other series of Series Preferred
Stock upon which like voting rights have been conferred and are then
exercisable. If the office of any director so elected pursuant to this paragraph
8(b) becomes vacant for any reason other than removal from office as aforesaid,
the remaining director may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred.

      (c) So long as any shares of Series Q Preferred Stock shall be
outstanding, unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the affirmative vote or consent of (a) the
holders of at least 66-2/3% of the shares of Series Q Preferred Stock and (b)
the holders of at least a majority of the shares of Series Q Preferred Stock and
of any other series of Series Preferred Stork then outstanding upon which like
voting rights have been conferred and are then exercisable, voting together as a
single class, in each case given in person or by proxy either in writing or by
resolution at any special or annual meeting called for the purpose, shall be
necessary to authorize, permit, effect or validate any one or more of the
following:

            (i) the authorization or any increase in the authorized amount of
      any class of stock, or the establishment or designation of any series of
      stock (unless the class of which such series is a part has been authorized
      previously pursuant to this paragraph 8(c)(i)), or the issuance or sale of
      any obligation, security or instrument convertible into, exchangeable for,
      or evidencing the right to purchase, acquire or subscribe for shares of a
      class or series of stock, if such class or series of stock ranks prior to
      the Series Q Preferred Stock as to dividends or distribution of assets
      upon liquidation, dissolution or winding up (unless the class or series
      has been authorized previously pursuant to this paragraph 8 (c) (i)), and


                                                                              15
<PAGE>

            (ii) the amendment, alteration or repeal, whether by merger,
      consolidation or otherwise, of any of the provisions of the certificate of
      incorporation as amended hereby, which would materially and adversely
      affect any right, preference, privilege or voting rights of the Series
      Preferred Stock then outstanding; provided, however, that in the event
      that any such amendment, alteration or repeal would materially and
      adversely affect the rights of only the Series Q Preferred Stock, then
      such amendment, alteration or repeal may be effected only with the
      affirmative vote or consent of the holders of at least 66-2/3% of the
      shares of Series Q Preferred Stock then outstanding; provided further,
      however, that the authorization, establishment, designation, issuance or
      sale of other Series Preferred Stock shall not have, or be deemed to have,
      such material adverse effect; and provided further, however, that an
      increase in the authorized amount of Series Preferred Stock, or the
      authorization, establishment, designation, issuance or sale of any shares
      of stock that do not rank prior to the Series Preferred Stock as to
      dividends or distribution of assets upon liquidation, dissolution or
      winding up, shall not have, or be deemed to have, such material adverse
      effect.

      In addition, unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the affirmative vote or consent of the
holders of at least a majority of the shares of Series Q Preferred Stock and any
other series of Series Preferred Stock then outstanding upon which like voting
rights have been conferred and are then exercisable, voting together as a single
class, given in person or by proxy either in writing or by resolution at any
special or annual meeting called for the purpose, shall be necessary to
authorize an increase in the authorized amount of the Series Preferred Stock or
the new class of serial preferred stock of the corporation authorized by the
stockholders of the corporation prior to the creation of the Series Q Preferred
Stock (the "Serial Preferred Stock"), or the creation of a class of stock that
would rank pari passu with the Series Preferred Stock or the Serial Preferred
Stock as to dividends or distribution of assets upon liquidation, dissolution or
winding up, or to authorize, permit, effect or validate the voluntary
liquidation, dissolution or winding up of the corporation; provided, however,
that a consolidation or merger of the corporation with or into another
corporation or corporations, or a sale, lease or conveyance, whether for cash,
shares of stock, securities or properties, of all or substantially all or any
part of the assets of the corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the corporation within the meaning of
this paragraph.

      (d) The foregoing provisions regarding voting rights shall not apply if,
at or prior to the time when the act with respect to which such provisions would
otherwise apply to a vote required to effect such act, (i) all shares of Series
Q Preferred Stock then outstanding shall have been redeemed or called for
redemption and sufficient funds, together with irrevocable instructions to the
Paying Agent to apply such funds, shall have been deposited in trust to effect
such redemption in accordance with paragraph 6(b)(ii) and 6(b)(iii), or (ii) all
shares of Series Q Preferred Stock have been purchased or otherwise acquired and
canceled.


                                                                              16
<PAGE>

      (e) Holders of Series Q Preferred Stock, and the holders of shares of any
other series of Series Preferred Stock upon which like voting rights have been
conferred and are then exercisable (other than the Series C Junior
Participating Preferred Stock), shall be entitled to one vote for each share of
such stock held on matters as to which such holders shall be entitled to vote.

      9. Definitions. For purposes hereof, any class or series of stock of the
corporation shall be deemed to rank:

            (i) prior to the Series Q Preferred Stock as to dividends or
      distribution of assets upon liquidation, dissolution or winding up, if the
      holders of such class or series shall be entitled to the receipt of
      dividends or of amounts distributable upon liquidation, dissolution or
      winding up, as the case may be, in preference or priority to the holders
      of Series Q Preferred Stock;

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

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

      (C) Provisions relating to the Series R Preferred Stock.

      1. Designation, The distinctive serial designation of the series
established hereby shall be "Adjustable Rate Cumulative Preferred Stock, Series
R" (hereinafter called the "Series R Preferred Stock").

      2. Number. The number of shares of Series R Preferred Stock shall
initially be 60,000, which number may not be increased, but may from time to
time be decreased (but not below the number of shares of Series R Preferred
Stock then outstanding) by a resolution duly adopted by the Board of Directors
of the corporation. Shares of Series R Preferred Stock redeemed, purchased or
otherwise acquired by the corporation shall be


                                                                              17
<PAGE>

canceled and shall revert to authorized but unissued Series Preferred Stock
undesignated as to series.

      3. Dividends. (a) Holders of shares of Series R Preferred Stock shall be
entitled to receive cumulative cash dividends when, as and if declared by the
Board of Directors of the corporation, out of funds legally available therefor,
from the date of original issuance of such shares to and including November 30,
1994 (the "Initial Dividend Period"), and for each dividend period commencing on
each March 1, June 1, September 1 and December 1 thereafter, and ending on and
including the day next preceding the first day of the next dividend period (such
Initial Dividend Period and each of such other periods being hereinafter
referred to as a "Dividend Period") at a rate per annum for each Dividend Period
equal to the Applicable Rate (as defined in paragraph 4 below) in respect of
such Dividend Period. The amount of dividends per share payable for the Initial
Dividend Period and for any portion of any other Dividend Period less than a
full Dividend Period shall be computed on the basis of a 360-day year and the
actual number of days elapsed in the Dividend Period for which the dividends are
payable, and by multiplying the Applicable Rate with respect to each Dividend
Period, by $2,500.

      Dividends as provided for in this paragraph 3 will accrue from the date of
original issuance and will be payable when, as and if declared by the Board of
Directors of the corporation, out of funds legally available therefor, quarterly
on March 1, June 1, September 1 and December 1 in each year, commencing December
1, 1994 (each, a "Dividend Payment Date"), to the holders of record on such
respective dates, not exceeding 30 days preceding the related Dividend Payment
Date, as may be determined by the Board of Directors of the corporation, or a
duly authorized committee of the Board of Directors, in advance of such Dividend
Payment Date. Dividends as provided for in this paragraph 3, to the extent not
declared and paid for any past Dividend Periods, may be declared and paid at any
time, without reference to any regular Dividend Payment Date, to holders of
record on such date, not exceeding 30 days preceding the payment date therefor,
as may be fixed by the Board of Directors of the corporation, or a duly
authorized committee of the Board of Directors. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend that is not paid
when it accrues.

      (b) No dividend shall be declared and paid or set apart for payment on any
share of Series R Preferred Stock or any share of any other series of Series
Preferred Stock or any share of any class of stock, or series thereof, ranking
on a parity with the Series R Preferred Stock as to dividends, for any Dividend
Period unless at the same time a like proportionate dividend for the same
Dividend Period, ratably in proportion to the respective dividends applicable
thereto (adjusted in the case of the Initial Dividend Period to reflect the
length of such period), shall be declared and paid or set apart for payment on
all shares of Series R Preferred Stock and all shares of all other series of
Series Preferred Stock and all shares of any class, or series thereof, ranking
on a parity with the Series R Preferred Stock as


                                                                              18
<PAGE>

to dividends, then issued and outstanding and entitled to receive dividends.
Holders of shares of Series R Preferred Stock shall not be entitled to any
dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on the Series R Preferred Stock.

      (c) So long as any shares of Series R Preferred Stock shall be
outstanding, unless the full cumulative dividends on all outstanding shares of
Series R Preferred Stock shall have been declared and paid or set apart for
payment for all past Dividend Periods and except as provided in paragraph 3(b),
(i) no dividend (other than a dividend in Common Stock or in any other stock of
the corporation ranking junior to the Series R Preferred Stock as to dividends
and distribution of assets upon liquidation, dissolution or winding up) shall be
declared and paid or set apart for payment, or other distribution declared or
made, on the Common Stock or on any other stock ranking junior to or on a parity
with Series R Preferred Stock as to dividends or distribution of assets upon
liquidation, dissolution or winding up, and (ii) no shares of Common Stock or
shares of any other stock of the corporation ranking junior to or on a parity
with Series R Preferred Stock as to dividends or distribution of assets upon
liquidation, dissolution or winding up shall be redeemed, purchased or otherwise
acquired for any consideration by the corporation or any subsidiary of the
corporation (nor shall any moneys be paid to or made available for a sinking or
other fund for the redemption, purchase or other acquisition of any shares of
any such stock), other than by conversion into or exchange for Common Stock or
any other stock of the corporation ranking junior to Series R Preferred Stock as
to dividends and distribution of assets upon liquidation, dissolution or winding
up.

      4. Applicable Rate. (a) The dividend rate per annum referred to in
paragraph 3(a) for any Dividend Period (the "Applicable Rate") shall be equal to
(i) in the case of the Initial Dividend Period, 6.42% per annum and (ii) in the
case of any Dividend Period subsequent to the Initial Dividend Period, 10-1/2%
per annum; provided, however, that if a lower dividend rate for any such
Dividend Period would result, then the Applicable Rate for such Dividend Period
shall be equal to 84.5% of the Effective Rate (as defined below), but in no
event less than 4-1/2% per annum. The "Effective Rate" for any Dividend Period
shall be equal to the highest of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate (each as hereinafter
defined) for such Dividend Period. If the corporation determines in good faith
that for any reason:

            (i) any one of the Treasury Bill Rate, the Ten Year Constant
      Maturity Rate and the Thirty Year Constant Maturity Rate cannot be
      determined for any Dividend Period, then the Effective Rate for such
      Dividend Period will be equal to the higher of whichever two such Rates
      can be so determined;

            (ii) only one of the Treasury Bill Rate, the Ten Year Constant
      Maturity Rate and the Thirty Year Constant Maturity Rate can be determined
      for any Dividend


                                                                              19
<PAGE>

      Period, then the Effective Rate for such Dividend Period will be equal to
      whichever such Rate can be so determined; or

            (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity
      Rate and the Thirty Year Constant Maturity Rate can be determined for any
      Dividend Period, then the Effective Rate for the preceding Dividend Period
      will be continued for such Dividend Period.

      Except as provided below in this paragraph, the "Treasury Bill Rate" for
each Dividend Period shall be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during the relevant
Calendar Period, as defined below) for three-month U.S. Treasury bills, as
published weekly by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") during the Calendar Period immediately preceding the
last ten calendar days preceding the Dividend Period for which the dividend rate
on the Series R Preferred Stock is being determined. If the Federal Reserve
Board does not publish such a weekly per annum market discount rate during any
such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall
be the arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate, if only one
such rate shall be published during the relevant Calendar Period) for
three-month U.S. Treasury bills, as published weekly during such Calendar Period
by any Federal Reserve Bank or by any U.S. Government department or agency
selected by the corporation. If a weekly per annum market discount rate for
three-month U.S. Treasury bills shall not be published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate for such
Dividend Period shall be the arithmetic average of the two most recent weekly
per annum market discount rates (or the one weekly per annum market discount
rate, if only one such rate shall be published during the relevant Calendar
Period) for all of the U.S. Treasury bills then having remaining maturities of
not less than 80 nor more than 100 days, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board shall not
publish such rates, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the corporation. If the corporation determines
in good faith that for any reason no such U.S. Treasury bill rates are published
as provided above during such Calendar Period, then the Treasury Bill Rate for
such Dividend Period shall be the arithmetic average of the per annum market
discount rates based upon the closing bids during such Calendar Period for each
of the issues of marketable noninterest-bearing U.S. Treasury securities with a
remaining maturity of not less than 80 nor more than 100 days from the date of
each such quotation, as chosen and quoted daily for each business day in The
City of New York (or less frequently if daily quotations shall not be generally
available) to the corporation by at least three recognized dealers in U.S.
Government securities selected by the corporation. If the corporation determines
in good faith that for any reason the corporation cannot determine the Treasury
Bill Rate for any Dividend Period as provided


                                                                              20
<PAGE>

above in this paragraph, the Treasury Bill Rate for such Dividend Period shall
be the arithmetic average of the per annum market discount rates based upon the
closing bids during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining maturity of not less
than 80 nor more than 100 days from the date of each such quotation, as chosen
and quoted daily for each business day in The City of New York (or less
frequently if daily quotations shall not be generally available) to the
corporation by at least three recognized dealers in U.S. Government securities
selected by the corporation.

      Except as provided below in this paragraph the "Ten Year Constant Maturity
Rate" for each Dividend Period shall be the arithmetic average of the two most
recent weekly per annum Ten Year Average Yields, as defined below (or the one
weekly per annum Ten year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the last
ten calendar days preceding the Dividend Period for which the dividend rate on
the Series R Preferred Stock is being determined. If the Federal Reserve Board
does not publish such a weekly per annum Ten Year Average Yield during any such
Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend
Period shall be the arithmetic average of the two most recent weekly per annum
Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if
only one such Yield shall be published during the relevant Calendar Period), as
published weekly during such Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the corporation. If a
weekly per annum Ten Year Average Yield shall not be published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year Constant
Maturity Rate for such Dividend Period shall be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one weekly
per annum average yield to maturity, if only one such yield shall be published
during the relevant Calendar Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special Securities, as
defined below) then having remaining maturities of not less than eight nor more
than twelve years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board shall not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency selected
by the corporation. If the corporation determines in good faith that for any
reason the corporation cannot determine the Ten Year Constant Maturity Rate for
any Dividend Period as provided above in this paragraph, then the Ten Year
Constant Maturity Rate for such Dividend Period shall be the arithmetic average
of the per annum average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) with a
final maturity date not less than eight nor more than twelve years from the date
of each such quotation, as chosen and quoted daily for each business day in The
City of New York (or less frequently if daily quotations shall not be generally
available) to the corporation by at least three recognized dealers in U.S.
Government securities selected by the corporation.


                                                                              21
<PAGE>

      Except as provided below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Thirty Year Average Yields, as defined below
(or the one weekly per annum Thirty Year Average Yield, if only one such Yield
shall be published during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period immediately preceding the
last ten calendar days preceding the Dividend Period for which the dividend rate
on the Series R Preferred Stock is being determined. If the Federal Reserve
Board does not publish such a weekly per annum Thirty Year Average Yield during
any such Calendar Period, then the Thirty Year Constant Maturity Rate for such
Dividend Period shall be the arithmetic average of the two most recent weekly
per annum Thirty Year Average Yields (or the one weekly per annum Thirty Year
Average Yield, if only one such Yield shall be published during the relevant
Calendar Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
corporation. If a per annum Thirty Year Average Yield shall not be published by
the Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the Thirty
Year Constant Maturity Rate for such Dividend Period shall be the arithmetic
average of the two most recent weekly per annum average yields to maturity (or
the one weekly per annum average yield to maturity, if only one such yield shall
be published during the relevant Calendar Period) for all the actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities) then having remaining maturities of not less than twenty-eight nor
more than thirty years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board shall not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency selected
by the corporation. If the corporation determines in good faith that for any
reason the corporation cannot determine the Thirty Year Constant Maturity Rate
for any Dividend Period as provided above in this paragraph, then the Thirty
Year Constant Maturity Rate for such Dividend Period shall be the arithmetic
average of the per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than twenty-eight nor more than thirty years
from the date of each such quotation, as chosen and quoted daily for each
business day in The City of New York (or less frequently if daily quotations
shall not be generally available) to the corporation by at least three
recognized dealers in U.S. government securities selected by the corporation.

      The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate shall each be rounded to the nearest five hundredths
of a percentage point.

      (b) The Applicable Rate with respect to each Dividend Period commencing
after the Initial Dividend Period will be calculated as promptly as practicable
by the corporation according to the appropriate method described herein. The
corporation will cause


                                                                              22
<PAGE>

each such Applicable Rate to be published in a daily newspaper of general
circulation in The City of New York prior to the commencement of the first
Dividend Period to which it applies and will cause notice of such Applicable
Rate to be included with the dividend payment checks next mailed to the holders
of the Series R Preferred Stock .

      (c) For purposes of this paragraph 4, the per annum market discount rates
for three-month U.S. Treasury bills shall be secondary market rates (quoted on a
bank-discount basis), and the term:

            (i) "Calendar Period" shall mean 14 calendar days;

            (ii) "Special Securities" shall mean securities which can, at the
      option of the holder, be surrendered at face value in payment of any
      federal estate tax or which provide tax benefits to the holder and are
      priced to reflect such tax benefits or which were originally issued at a
      deep or substantial discount;

            (iii) "Ten Year Average Yield" shall mean the average yield to
      maturity for actively traded marketable U.S. Treasury fixed interest rate
      securities (adjusted to constant maturities of ten years); and

            (iv) "Thirty Year Average Yield" shall mean the average yield to
      maturity for actively traded marketable U.S. Treasury fixed interest rate
      securities (adjusted to constant maturities of thirty years).

      5. Liquidation. (a) Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the holders of the shares of
Series R Preferred Stock shall be entitled to receive in full out of the net
assets of the corporation or the proceeds thereof, whether from capital or
surplus, before any payment or distribution shall be made or set aside for
payment on the Common Stock or on any other class or series of stock ranking
junior to Series R Preferred Stock as to distribution of assets upon such
liquidation, dissolution or winding up, liquidating distributions in the amount
of $2,500.00 per share, plus in each case an amount equal to accrued and unpaid
dividends (whether or not declared) to the date of final distribution (the
"Liquidation Preference").

      (b) In the event the assets of the corporation, or the proceeds thereof,
available for distribution to the holders of shares of Series R Preferred Stock
upon any liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, shall be insufficient to pay the full Liquidation
Preference to which such holders are entitled pursuant to paragraph 5(a), no
such distribution shall be made on account of any shares of any other series of
Series Preferred Stock or any other class of stock, or series thereof, ranking
on a parity with the shares of Series R Preferred Stock as to distribution of
assets upon liquidation, dissolution or winding up, unless proportionate
distributive amounts shall be paid on account of the shares of Series R
Preferred Stock, ratably in proportion to the preferential


                                                                              23
<PAGE>

sums which would be payable in such distribution if all sums payable in respect
of the shares of all series of Series Preferred Stock and any such other class
or series as aforesaid were paid in full.

      (c) After the payment to the holders of the shares of Series R Preferred
Stock of the full Liquidation Preference, the holders of shares of Series R
Preferred Stock, as such, shall have no right or claim to any of the remaining
assets of the corporation, or the proceeds thereof.

      (d) A consolidation or merger of the corporation with or into another
corporation or corporations, or a sale, lease or conveyance, whether for cash,
shares of stock, securities or properties, of all or substantially all or any
part of the assets of the corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the corporation within the meaning of
this paragraph 5.

      6. Redemption. (a) Issued and outstanding shares of Series R Preferred
Stock shall be redeemable, at the option of the corporation, as a whole or from
time to time in part, at any time on or after September 1, 1999 at a redemption
price of $2,500.00 per share, plus, in each case, an amount equal to accrued and
unpaid dividends (whether or not declared) to the date fixed for redemption.

      (b)(i) In the event the corporation shall redeem shares of Series R
Preferred Stock, notice of such redemption shall be given by first-class mail,
postage prepaid, mailed not more than 60 nor less thin 30 days prior to the date
fixed for redemption, to each holder of record of the shares to be redeemed, at
such holder's address as the same appears on the books of the corporation. Each
such notice shall state: (A) the date fixed for redemption; (B) the number of
shares of Series R preferred Stock to be redeemed and, if less than all of the
shares of Series R Preferred Stock held by such holder are to be redeemed, the
number of such shares (and the certificate numbers of such shares) to be
redeemed from such holder, (C) the redemption price (specifying the amount of
accrued and unpaid dividends to be included therein) and the manner in which
such redemption price is to be paid and delivered, (D) the place or places
(which shall include a place in the Borough of Manhattan, The City of New York)
where certificates for such shares are to be surrendered for payment of the
redemption price; and (E) that dividends on the shares to be redeemed will cease
to accrue on such date fixed for redemption. No defect in the notice of
redemption or in the mailing thereof shall affect the validity of the redemption
proceedings, and the failure to give notice to any holder of shares of Series R
Preferred Stock to be so redeemed shall not affect the validity of the notice
given to the other holders of shares of Series R Preferred Stock to be so
redeemed.

      (ii) Notice having been mailed as aforesaid, from and after the date fixed
for redemption (unless default shall be made by the corporation in providing
funds for the


                                                                              24
<PAGE>

payment of the redemption price), dividends on the shares of Series R Preferred
Stock so called for redemption shall cease to accrue, and such shares shall no
longer be deemed to be outstanding, and all rights of the holders thereof as
holders of Series R Preferred Stock (except the right to receive from the
corporation the redemption price, but without interest) shall cease. The
corporation's obligation to provide funds in accordance with the preceding
sentence shall be deemed fulfilled if, on or before 12:00 noon, New York City
time on the date fixed for redemption, the corporation shall deposit with a
paying agent (which may be an affiliate of the corporation) (a "Paying Agent"),
which shall be a bank or trust company organized and in good standing under the
laws of the United States or the State of New York having an office or agency in
the Borough of Manhattan, The City of New York, and having, together with its
corporate parent, capital, surplus and undivided profits aggregating at least
$50,000,000, funds necessary for such redemption, in trust, with irrevocable
instructions and authorization that such funds be applied to the redemption of
the shares of Series R Preferred Stock so called for redemption upon surrender
of certificates for such shares (properly endorsed or assigned for transfer).

      (iii) If such notice of redemption shall have been duly mailed or if the
corporation shall have given to a Paying Agent irrevocable authorization
promptly to mail such notice, and if, on or before 12:00 noon, New York City
time on the redemption date specified therein, the funds necessary for such
redemption shall have been deposited by the corporation with such Paying Agent
in trust for the pro rata benefit of the holders of the shares of Series R
Preferred Stock called for redemption, together with irrevocable instructions
that such funds be applied to such redemption, then, notwithstanding that any
certificate for shares of Series R Preferred Stock so called for redemption
shall not have been surrendered for cancellation, from and after the time of
such deposit, all shares of Series R Preferred Stock so called for redemption
shall no longer be deemed to be outstanding and all rights with respect to such
shares of Series R Preferred Stock shall forthwith cease and terminate, except
only the right of the holders thereof to receive from such Paying Agent at any
time after the time of such deposit the funds so deposited, without any interest
thereon.

      (iv) Any interest accrued on funds deposited with a Paying Agent in
connection with any redemption of shares of Series R Preferred Stock shall be
paid to the corporation from time to time and the holders of any such shares to
be redeemed with such money shall have no claim to any such interest. Any funds
deposited and unclaimed at the end of two years from any redemption date shall
be repaid or released to the corporation, after which the holder or holders of
shares of Series R Preferred Stock so called for redemption shall look only to
the corporation for payment of the redemption price, without any interest
thereon.

      (c) Upon surrender in accordance with such notice of the certificates for
any shares to be redeemed (properly endorsed or assigned for transfer), such
shares shall be redeemed by the corporation at the applicable redemption price.
If fewer than all the


                                                                              25
<PAGE>

outstanding shares of Series R Preferred Stock are to be redeemed, the shares to
be redeemed shall be determined by lot or pro rata as may be determined by the
Board of Directors of the Corporation.

      (d) In no event shall the corporation redeem, purchase or otherwise
acquire fewer than all the outstanding shares of Series R Preferred Stock unless
full cumulative dividends shall have been declared and paid or set apart for
payment on all outstanding shares of Series R Preferred Stock for all prior
Dividend Periods; provided, however, that the foregoing shall not prevent, if
otherwise permitted, the purchase or acquisition of shares of Series R Preferred
Stock pursuant to a tender or exchange offer made on the same terms to holders
of all the outstanding shares of Series R Preferred Stock and mailed to the
holders of record of all such outstanding shares at such holders' addresses as
the same appear on the books of the corporation; and provided further, however,
that if some, but fewer than all, of the shares of Series R Preferred Stock are
to be purchased or otherwise acquired pursuant to such tender or exchange offer
and the number of shares so tendered exceeds the number of shares so to be
purchased or otherwise acquired by the corporation, the shares of Series R
Preferred Stock so tendered shall be purchased or otherwise acquired by the
corporation on a pro rata basis (with adjustments to eliminate fractions)
according to the number of such shares duly tendered by each holder so tendering
shares of Series R Preferred Stock for such purchase or exchange.

      7. Conversion and Exchange. The holders of shares of Series R Preferred
Stock shall not have any rights to convert such shares into or to exchange such
shares for shares of Common Stock or any other stock of the corporation.

      8. Voting Rights. (a) Except as hereinafter in this paragraph 8 expressly
provided and as otherwise from time to time required by the laws of the State of
New York, the Series R Preferred Stock shall not have any voting rights.

      (b) Whenever, at any time or times, dividends payable on shares of Series
R Preferred Stock shall be in arrears in an amount equivalent to dividends for
six full Dividend Periods, then, immediately upon the happening of such event,
the number of directors of the corporation shall be increased by two and the
holders of outstanding shares of Series R Preferred Stock shall have the right,
voting together as a single class with holders of shares of any other series of
Series Preferred Stock then outstanding upon which like voting rights have been
conferred and are then exercisable, to the exclusion of the holders of the
Common Stock, the holders of any other series of Series Preferred Stock upon
which such voting rights have not been conferred or are not then exercisable,
and the holders of any other stock of the corporation having general voting
rights, to vote for the election of two members of the Board of Directors of the
corporation to fill such newly created directorships, until all dividends in
arrears on the Series R Preferred Stock have been declared and paid or set apart
for payment in full. The right of the holders of Series R Preferred Stock to
elect members of


                                                                              26
<PAGE>

the Board of Directors of the corporation as aforesaid shall continue until such
time as all dividends in arrears on the Series R Preferred Stock shall have been
declared and paid or set apart for payment in full, at which time such right
shall terminate, except as herein or by law expressly provided, subject to
revesting in the event of each and every subsequent arrearage in the amount
above mentioned. Upon any termination of the right of such holders to elect
directors as herein provided, the term of office of all directors then in office
elected thereby, and the vacancies created pursuant to this paragraph 8(b),
shall terminate immediately. Any director who shall have been so elected
pursuant to this paragraph 8(b) may be removed at any time, with or without
cause, and any vacancy thereby created may be filled, only by the affirmative
vote of the holders of Series R Preferred Stock voting together as a single
class with the holders of shares of any other series of Series Preferred Stock
upon which like voting rights have been conferred and are then exercisable. If
the office of any director so elected pursuant to this paragraph 8(b) becomes
vacant for any reason other than removal from office as aforesaid, the remaining
director may choose a successor who shall hold office for the unexpired term in
respect of which such vacancy occurred.

      (c) So long as any shares of Series R Preferred Stock shall be
outstanding, unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the affirmative vote or consent of (a) the
holders of at least 66-2/3% of the shares of Series R Preferred Stock and (b)
the holders of at least a majority of the shares of Series R Preferred Stock and
of any other series of Series Preferred Stock then outstanding upon which like
voting rights have been conferred and are then exercisable, voting together as a
single class, in each case given in person or by proxy either in writing or by
resolution at any special or annual meeting called for the purpose, shall be
necessary to authorize, permit, effect or validate any one or more of the
following:

            (i) the authorization or any increase in the authorized amount of
      any class of stock, or the establishment or designation of any series of
      stock (unless the class of which such series is a pan has been authorized
      previously pursuant to this paragraph 8(c) (i)), or the issuance or sale
      of any obligation, security or instrument convertible into, exchangeable
      for, or evidencing the right to purchase, acquire or subscribe for shares
      of a class or series of stock, if such class or series of stock ranks
      prior to the Series R Preferred Stock as to dividends or distribution of
      assets upon liquidation, dissolution or winding up (unless the class or
      series has been authorized previously pursuant to this paragraph 8 (c)
      (i)), and

            (ii) the amendment, alteration or repeal, whether by merger,
      consolidation or otherwise, of any of the provisions of the certificate of
      incorporation, as amended hereby, which would materially and adversely
      affect any right, preference, privilege or voting rights of the Series
      Preferred Stock then outstanding; provided, however, that in the event
      that any such amendment, alteration or repeal would materially and
      adversely affect the rights of only the Series R Preferred Stock, then
      such amendment,


                                                                              27
<PAGE>

      alteration or repeal may be effected only with the affirmative vote or
      consent of the holders of at least 66-2/3% of the shares of Series R
      Preferred Stock then outstanding; provided further, however, that the
      authorization, establishment, designation, issuance or sale of other
      Series Preferred Stock shall not have, or be deemed to have, such material
      adverse effect; and provided further, however, that an increase in the
      authorized amount of Series Preferred Stock, or the authorization,
      establishment, designation, issuance or sale of any shares of stock that
      do not rank prior to the Series Preferred Stock as to dividends or
      distribution of assets upon liquidation, dissolution or winding up, shall
      not have, or be deemed to have, such material adverse effect.

      In addition, unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the affirmative vote or consent of the
holders of at least a majority of the shares of Series R Preferred Stock and any
other series of Series Preferred Stock then outstanding upon which like voting
rights have been conferred and are then exercisable, voting together as a single
class, given in person or by proxy either in writing or by resolution at any
special or annual meeting called for the purpose, shall be necessary to
authorize an increase in the authorized amount of the Series Preferred Stock or
the new class of serial preferred stock of the corporation authorized by the
shareholders of the corporation prior to the creation of the Series R Preferred
Stock (the "Serial Preferred Stock"), or the creation of a class of stock that
would rank pari passu with the Series Preferred Stock or the Serial Preferred
Stock as to dividends or distribution of assets upon liquidation, dissolution or
winding up, or to authorize, permit, effect or validate the voluntary
liquidation, dissolution or winding up of the corporation; provided, however,
that a consolidation or merger of the corporation with or into another
corporation or corporations, or a sale, lease or conveyance, whether for cash,
shares of stock, securities or properties, of all or substantially all or any
part of the assets of the corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the corporation within the meaning of
this paragraph.

      (d) The foregoing provisions regarding voting rights shall not apply if,
at or prior to the time when the act with respect to which such provisions would
otherwise apply to a vote required to effect such act, (i) all shares of Series
R Preferred Stock then outstanding shall have been redeemed or called for
redemption and sufficient funds, together with irrevocable instructions to the
Paying Agent to apply such funds, shall have been deposited in trust to effect
such redemption in accordance with paragraph 6 (b) (ii) and 6 (b) (iii), or (ii)
all shares of Series R Preferred Stock have been purchased or otherwise acquired
and canceled.

      (e) Holders of Series R Preferred Stock, and the holders of shares of any
other series of Series Preferred Stock upon which like voting rights have been
conferred and are then exercisable (other than the Series C Junior Participating
Preferred Stock), shall be entitled to one vote for each share of such stock
held on matters as to which such holders shall be entitled to vote.


                                                                              28
<PAGE>

      9. Definitions. For purposes hereof, any class or series of stock of the
corporation shall be deemed to rank:

            (i) prior to the Series R Preferred Stock as to dividends or
      distribution of assets upon liquidation, dissolution or winding up, if the
      holders of such class or series shall be entitled to the receipt of
      dividends or of amounts distributable upon liquidation, dissolution or
      winding, up, as the case may be, in preference or priority to the holders
      of Series R Preferred Stock;

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

            (iii) junior to the Series R Preferred Stock as to dividends or
      distribution of assets upon liquidation, dissolution or winding up, if
      such stock shall be Common Stock or if the holders of the Series R
      Preferred Stock shall be entitled to the receipt of dividends or of
      amounts distributable upon liquidation, dissolution or winding up, as the
      case may be, in preference or priority to the holders of shares of such
      class or series

      (D) Provisions relating to the Series S Preferred Stock.

      1. Designation. The distinctive serial designation of the series
established hereby shall be "7-3/4% Cumulative Preferred Stock, Series S"
(hereinafter called the "Series S Preferred Stock").

      2. Number. The number of shares of Series S Preferred Stock without par
value shall initially be 50,000, which number may not be increased, but may from
time to time be decreased (but not below the sum of the number of shares of
Series S Preferred Stock then outstanding ) by a resolution duly adopted by the
Board of Directors of the corporation. Shares of Series S Preferred Stock
redeemed, purchased or otherwise acquired by the corporation shall be canceled
and shall revert to authorized but unissued Series Preferred Stock undesignated
as to series.

      3. Dividends (a) Holders of shares of Series S Preferred Stock shall be
entitled to receive cumulative cash dividends when, as and if declared by the
Board of Directors of the corporation, out of funds legally available therefor,
from the date of original


                                                                              29
<PAGE>

issuance of such shares to (but excluding) the March 1, June 1, September 1 or
December 1 next succeeding such date of original issuance of such shares (the
"Initial Dividend Period"), and for each dividend period commencing on each
March 1, June 1, September 1 or December 1 thereafter, and ending on and
including the day next preceding the first day of the next dividend period (such
Initial Dividend Period and each of such other periods being hereinafter
referred to as a "Dividend Period") at a rate of 7-3/4% per annum (the "Dividend
Rate"). The amount of dividends per share of Series S Preferred Stock payable
for any portion of any Dividend Period less than a full quarter shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and
the actual number of days elapsed in the Dividend Period for which the dividends
are payable, and by multiplying the Dividend Rate by $2,500.00

      Dividends as provided for in this Paragraph 3 will accrue from the date of
original issuance of a share of Series S Preferred Stock and will be payable
when, as and if declared by the Board of Directors of the corporation, out of
funds legally available therefor, quarterly on March 1, June 1, September 1 and
December 1 in each year (each, a "Dividend Payment Date"), commencing on the
Dividend Payment Date next succeeding the date of original issuance of such
share, to the holder of record at the close of business on the fifteenth day of
the month next preceding the month in which such Dividend Payment Date occurs.
Dividends as provided for in this Paragraph 3, to the extent not declared and
paid for any past Dividend Periods, may be declared and paid at any time,
without reference to any regular Dividend Payment Date, to holders of record on
such date, not exceeding 30 days preceding the payment date therefor, as may be
fixed by the Board of Directors of the corporation, or a duly authorized
committee of the Board of Directors. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend that is not paid when it
accrues.

      (b) No dividend shall be declared and paid or set apart for payment on any
share of Series S Preferred Stock or any share of any other series of Series
Preferred Stock or any share of any class of stock, or series thereof, ranking
on a parity with the Series S Preferred Stock as to dividends, for any Dividend
Period unless at the same time a like proportionate dividend for the same
Dividend Period, ratably in proportion to the respective dividends applicable
thereto, shall be declared and paid or set apart for payment on all shares of
Series S Preferred Stock and all shares of all other series of Series Preferred
Stock and all shares of any class of stock, or series thereof, ranking on a
parity with the Series S Preferred Stock as to dividends, then issued and
outstanding and entitled to receive dividends. Holders of shares of Series S
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative dividends, as herein provided,
on the Series S Preferred Stock.

      (c) So long as any shares of Series S Preferred Stock shall be
outstanding, unless the full cumulative dividends on all outstanding shares of
Series S Preferred Stock shall have been declared and paid or set apart for
payment for all past Dividend Periods and


                                                                              30
<PAGE>

except as provided in Paragraph 3 (b), (i) no dividend (other than a dividend in
Common Stock or in any other stock of the corporation ranking junior to the
Series S Preferred Stock as to dividends and distribution of assets upon
liquidation, dissolution or winding up) shall be declared and paid or set aside
for payment, or other distribution declared or made, on the Common Stock or on
any other stock ranking junior to or on a parity with the Series S Preferred
Stock as to dividends or distribution of assets upon liquidation, dissolution or
winding up, and (ii) no shares of Common Stock or shares of any other stock of
the corporation ranking junior to or on a parity with the Series S Preferred
Stock as to dividends or distribution of assets upon liquidation, dissolution or
winding up shall be redeemed, purchased or otherwise acquired for any
consideration by the corporation or any subsidiary of the corporation (nor shall
any moneys be paid to or made available for a sinking or other fund for the
redemption, purchase or other acquisition of any shares of any such stock),
other than by conversion into or exchange for Common Stock or any other stock of
the corporation ranking junior to the Series S Preferred Stock as to dividends
and distribution of assets upon liquidation, dissolution or winding up.

      4. Liquidation. (a) Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the holders of the shares of
Series S Preferred Stock shall be entitled to receive in full out of the net
assets of the corporation or the proceeds thereof, whether from capital or
surplus, before any payment or distribution shall be made or set aside for
payment on the Common Stock or on any other class or series of stock ranking
junior to the Series S Preferred Stock as to distribution of assets upon such
liquidation, dissolution or winding up, the amount of $2,500.00 per share, plus
in each case an amount equal to accrued and unpaid dividends (whether or not
declared) to the date of final distribution (the "Liquidation Preference").

      (b) In the event that the assets of the corporation, or the proceeds
thereof, available for distribution to the holders of shares of Series S
Preferred Stock upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, shall be insufficient to pay the
full Liquidation Preference to which such holders are entitled pursuant to
Paragraph 4 (a), no such distribution shall be made on account of any shares of
any other series of Series S Preferred Stock or any other class of stock, or
series thereof, ranking on a parity with the shares of Series S Preferred Stock
as to distribution of assets upon liquidation, dissolution or winding up, unless
proportionate distributive amounts shall be paid on account of the shares of
Series S Preferred Stock, ratably in proportion to the preferential sums which
would be payable in such distribution if all sums payable in respect of the
shares of all series of Series Preferred Stock and any such other class or
series as aforesaid were paid in full.

      (c) After the payment to the holders of the shares of Series S Preferred
Stock of the full Liquidation Preference, the holders of shares of Series S
Preferred Stock, as


                                                                              31
<PAGE>

such, shall have no right or claim to any of the remaining assets of the
corporation, or the proceeds thereof.

      (d) A consolidation or merger of the corporation with or into another
corporation or corporations, or a sale, lease or conveyance, whether for cash,
shares of stock, securities or properties, of all or substantially all or any
part of the assets of the corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the corporation within the meaning of
this Paragraph 4.

      5. Redemption. (a) Issued and outstanding shares of Series S Preferred
Stock shall be redeemable, at the option of the corporation, as a whole or from
time to time in part, at any time on or after June 1, 2000 at a redemption price
of $2,500.00 per share, plus in each case an amount equal to accrued and unpaid
dividends (whether or not declared) to the date fixed for redemption.

            (b)(i) In the event the corporation shall redeem shares of Series S
      Preferred Stock, notice of such redemption shall be given by first-class
      mail, postage prepaid, mailed not more than 60 nor less than 30 days prior
      to the date fixed for redemption, to each holder of record of the shares
      to be redeemed, at such holder's address as the same appears on the books
      of the corporation. Each such notice shall state: (A) the date fixed for
      redemption; (B) the number of shares of Series S Preferred Stock to be
      redeemed and, if less than all of the shares of Series S Preferred Stock
      held by such holder are to be redeemed, the number of such shares (and the
      certificate numbers of such shares) to be redeemed from such holder; (C)
      the redemption price (specifying the amount of accrued and unpaid
      dividends to be included therein) and the manner in which such redemption
      price is to be paid and delivered; (D) the place or places (which shall
      include a place in the Borough of Manhattan, The City of New York) where
      certificates for such shares are to be surrendered for payment of the
      redemption price; and (E) that dividends an the shares to be redeemed will
      cease to accrue on such date fixed for redemption. No defect in the notice
      of redemption or in the mailing thereof shall affect the validity of the
      redemption proceedings, and the failure to give notice to any holder of
      share of Series S Preferred Stock to be so redeemed shall not affect the
      validity of the notice given to the other holders of shares of Series S
      Preferred Stock to be so redeemed.

            (ii) Notice having been mailed as aforesaid, from and after the date
      fixed for redemption (unless default shall be made by the corporation in
      providing funds for the payment of the redemption price), dividends on the
      shares of Series S Preferred Stock so called for redemption shall cease to
      accrue, and such shares shall no longer be deemed to be outstanding, and
      all rights of the holders thereof as holders of Series S Preferred Stock
      (except the right to receive from the corporation the redemption price,
      but without interest) shall cease. The corporation's obligation to provide
      funds in accordance with the preceding sentence shall be deemed fulfilled
      if, on or before 12:00 noon, New York City time on the date fixed for
      redemption, the corporation shall deposit with a paying agent (which may
      be an


                                                                              32
<PAGE>

      affiliate of the corporation) (a "Paying Agent"), which shall be a bank or
      trust company organized and in good standing under the laws of the United
      States or the State of New York having an office or agency in the Borough
      of Manhattan, The City of New York, and having (together with its
      immediate parent) capital, surplus and undivided profits aggregating at
      least $50,000,000, funds necessary for such redemption, in trust, with
      irrevocable instructions and authorization that such funds be applied to
      the redemption of the shares of Series S Preferred Stock so called for
      redemption upon surrender of certificates for such shares (properly
      endorsed or assigned for transfer).

            (iii) If such notice of redemption shall have been duly mailed or if
      the corporation shall have given to a Paying Agent irrevocable
      authorization promptly to mail 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 such Paying Agent in
      trust for the pro rata benefit of the holders of the shares of Series S
      Preferred Stock called for redemption, together with irrevocable
      instructions that such funds be applied to such redemption, then,
      notwithstanding that any certificate for shares of Series S Preferred
      Stock so called for redemption shall not have been surrendered for
      cancellation, from and after the time of such deposit, all shares of
      Series S Preferred Stock so called for redemption shall no longer be
      deemed to be outstanding and all rights with respect to such shares of
      Series S Preferred Stock shall forthwith cease and terminate, except only
      the right of the holders thereof to receive from such Paying Agent at any
      time after the time of such deposit the funds so deposited, without any
      interest thereon.

            (iv) Any interest accrued on funds deposited with a Paying Agent in
      connection with any redemption of shares of Series S Preferred Stock shall
      be paid to the corporation from time to time and the holders of any such
      shares to be redeemed with such money shall have no claim to any such
      interest. Any funds deposited and unclaimed at the end of two years from
      any redemption date shall be repaid or released to the corporation, after
      which the holder or holders of shares of Series S Preferred Stock so
      called for redemption shall look only to the corporation for payment of
      the redemption price, without any interest thereon.

      (c) Upon surrender in accordance with such notice of the certificates for
any shares to be redeemed (properly endorsed or assigned for transfer), such
shares shall be redeemed by the corporation at the applicable redemption price.
If less than all the outstanding shares of Series S Preferred Stock are to be
redeemed, the shares to be redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors of the corporation.

      (d) In no event shall the corporation redeem less than all the outstanding
shares of Series S Preferred Stock unless full cumulative dividends shall have
been declared and paid or set apart for payment on all outstanding shares of
Series S Preferred Stock for all


                                                                              33
<PAGE>

prior Dividend Periods; provided, however, that the foregoing shall not prevent,
if otherwise permitted, the purchase or acquisition of shares of Series S
Preferred Stock pursuant to a tender or exchange offer made on the same terms to
holders of all the outstanding shares of Series S Preferred Stock and mailed to
the holders of record of all such outstanding shares at such holders' addresses
as the same appear on the books of the corporation; and provided, further,
however, that if some, but less than all, of the shares of Series S Preferred
are to be purchased or otherwise acquired pursuant to such tender or exchange
offer and the number of shares so tendered exceeds the number of shares so to be
purchased or otherwise acquired by the corporation, the shares of Series S
Preferred Stock so tendered shall be purchased or otherwise acquired by the
corporation on a pro rata basis (with adjustments to eliminate fractions)
according to the number of such shares duly tendered by each holder so tendering
shares of Series S Preferred Stock for such purchase or exchange.

      6. Conversion and Exchange. The holders of shares of Series S Preferred
Stock shall not have any rights to convert such shares into or to exchange such
shares for shares of Common Stock or any other stock of the corporation.

      7. Voting Rights. (a) Except as hereinafter in this Paragraph 7 expressly
provided and as otherwise from time to time required by the laws of the State of
New York, the Series S Preferred Stock shall not have any voting rights.

      (b) Whenever, at any time or times, dividends payable on shares of Series
S Preferred Stock shall be in arrears in an amount equivalent to dividends for
six full Dividend Periods, then, immediately upon the happening of such event,
the number of directors of the corporations shall be increased by two and the
holders of outstanding shares of Series S Preferred Stock shall have the right,
voting together as a single class with holders of shares of any other series of
Series Preferred Stock then outstanding upon which like voting rights have been
conferred and are then exercisable, to the exclusion of the holders of the
Common Stock, the holders of any other series of Series Preferred Stock upon
which such voting rights have not been conferred or are not then exercisable,
and the holders of any other stock of the corporation having general voting
rights, to vote for the election of two members of the Board of Directors of the
corporation to fill such newly created directorships, until all dividends in
arrears on the Series S Preferred Stock have been declared and paid or set apart
for payment in full. The right of the holders of Series S Preferred Stock to
elect members of the Board of Directors of the corporation as aforesaid shall
continue until such time as all dividends in arrears on the Series S Preferred
Stock shall have been declared and paid or set apart for payment in full, at
which time such right shall terminate, except as herein or by law expressly
provided, subject to revesting in the event of each and every subsequent
arrearage in the amount above mentioned. Upon any termination of the right of
such holders to elect directors as herein provided, the term of office of all
directors then in office elected thereby, and the vacancies created pursuant to
this Paragraph 7(b), shall terminate immediately. Any director who shall have
been so elected pursuant to this Paragraph 7(b) may be removed at any time,


                                                                              34
<PAGE>

with or without cause, and any vacancy thereby created may be filled, only by
the affirmative vote of the holders of Series S Preferred Stock voting together
as a single class with the holders of shares of any other series of Series
Preferred Stock upon which like voting rights have been conferred and are then
exercisable. If the office of any director so elected pursuant to this Paragraph
7 (b) becomes vacant for any reason other than removal from office as aforesaid,
the remaining director may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred.

      (c) So long as any shares of Series S Preferred Stock shall be
outstanding, unless the vote or consent of the holders of a greater number of
shares shall then be required by law and subject to any other voting rights that
may be conferred on other series of Series Preferred Stock or greater percentage
that may be required under the terms of such series of Series Preferred Stock,
the affirmative vote or consent of (a) the holders of at least 66-2/3% of the
shares of Series S Preferred Stock and (b) the holders of at least a majority of
the shares of Series S Preferred Stock and of any other series of Series
Preferred Stock then outstanding upon which like voting rights have been
conferred and are then exercisable, voting together as a single class, in each
case given in person or by proxy either in writing or by resolution at any
special or annual meeting called for the purpose, shall be necessary to
authorize, permit, effect or validate any one or more of the following: (i) the
authorization or any increase in the authorized amount of any class of stock, or
the establishment or designation of any series of stock (unless the class of
which such series is a part has been authorized previously pursuant to this
Paragraph 7 (c) (i)), or the issuance or sale of any obligation, security or
instrument convertible into, exchangeable for, or evidencing the right to
purchase, acquire or subscribe for shares of a class or series of stock, if such
class or series of stock ranks prior to the Series S Preferred Stock as to
dividends or distribution of assets upon liquidation, dissolution or winding up
(unless the class or series has been authorized previously pursuant to this
Paragraph 7(c)(i)), and (ii) the amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the provisions of the certificate
of incorporation, as amended hereby, which would materially and adversely affect
any right, preference, privilege or voting rights of the Series Preferred Stock
then outstanding provided; however, that in the event that any such amendment,
alteration or repeal would materially and adversely affect the rights of only
the Series S Preferred Stock, then such amendment, alteration or repeal may be
effected only with the affirmative vote or consent of the holders of at least
66-2/3% of the shares of Series S Preferred Stock then outstanding; provided
further, however, that the authorization, establishment, designation, issuance
or sale of other Series Preferred Stock shall not have, or be deemed to have,
such material adverse effect; and provided further, however, that an increase in
the authorized amount of Series Preferred Stock, or the amount of authorization,
establishment, designation, issuance or sale of any shares of stock that do not
rank prior to the Series Preferred Stock as to dividends or distribution of
assets upon liquidation, dissolution or winding up, shall not have, or be deemed
to have, such material adverse effect.


                                                                              35
<PAGE>

      In addition, unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the affirmative vote or consent of the
holders of at least a majority of the shares of Series S Preferred Stock and any
other series of Series Preferred Stock then outstanding upon which like voting
rights have been conferred and are then exercisable, voting together as a single
class, given in person or by proxy either in writing or by resolution at any
special or annual meeting called for the purpose, shall be necessary to
authorize an increase in the authorized amount of the Series Preferred Stock or
the new class of serial preferred stock of the corporation authorized by the
stockholders of the corporation prior to the creation of the Series S Preferred
Stock (the "Serial Preferred Stock"), or the creation of a class of stock that
would rank pari passu with the Series Preferred Stock or the Serial Preferred
Stock as to dividends or distribution of assets upon liquidation, dissolution or
winding up, or to authorize, permit, effect or validate the voluntary
liquidation, dissolution or winding up of the corporation; provided, however,
that a consolidation or merger of the corporation with or into another
corporation or corporations, or a sale, lease or conveyance, whether for cash,
shares of stock, securities or properties, of all or substantially all or any
part of the assets of the corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the corporation within the meaning of
this Paragraph.

      (d) The foregoing provisions regarding voting rights shall not apply if,
at or prior to the time when the act with respect to which such provisions would
otherwise apply to a vote required to effect such act, (i) all shares of Series
S Preferred Stock then outstanding shall have been redeemed or called for
redemption and sufficient funds, together with irrevocable instructions to the
Paying Agent to apply such funds shall have been deposited in trust to effect
such redemption in accordance with Paragraph 5(b)(ii) or 5(b)(iii) or (ii) all
shares of Series S Preferred Stock have been purchased or otherwise acquired and
canceled

      (e) Holders of Series S Preferred Stock, and the holders of shares of any
other series of Series Preferred Stock upon which like voting rights have been
conferred and are then exercisable (other than the Series C Junior Participating
Preferred Stock), shall be entitled to one vote for each share of such stock
held on matters as to which such holders shall be entitled to vote.

      8. Definitions. For purposes hereof, any class or series of stock of the
corporation shall be deemed to rank:

            (i) prior to Series S Preferred Stock as to dividends or
      distribution of assets upon liquidation, dissolution or winding up, if the
      holders of such class or series shall be entitled to the receipt of
      dividends or of amounts distributable upon liquidation, dissolution or
      winding up, as the case may be, in preference or priority to the holders
      of Series S Preferred Stock;


                                                                              36
<PAGE>

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

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

      FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is c/o CT Corporation System, 1633 Broadway, New
York, New York 10019.

      SIXTH: The registered agent of the corporation is CT Corporation System,
whose address is 1633 Broadway, New York, New York 10019. The registered agent
is the agent of the corporation upon whom process against it may be served.

      SEVENTH: A director of the corporation shall not be personally liable to
the corporation or its shareholders for damages for any breach of duty in such
capacity except that the liability of a director shall not be eliminated (1) if
a judgment or other final adjudication adverse to him establishes that his acts
or omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated.
Section 719 of


                                                                              37
<PAGE>

the New York Business Corporation Law, or (2) his acts or omissions occurred
prior to the adoption of this provision.

      4. This Restatement of the certificate. of Incorporation was authorized by
the affirmative unanimous written consent of the Board of Directors of the
corporation, dated June 4, 1999, and the favorable written consent of the sole
shareholder, dated June 4, 1999.


                                                                              38
<PAGE>

      IN WITNESS WHEREOF, the undersigned have signed this Restatement of the
Certificate of Incorporation and affirm that the statements made herein are true
under the penalties of perjury this 4th day of June, 1999.


                                        -----------------------------------
                                        Name:  Frank N. Newman
                                        Title: President


                                        -----------------------------------
                                        Name:  James T. Byrne
                                        Title: Senior Vice President and
                                               Secretary


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