EXHIBIT 3(d)

                           [COMPOSITE]

               RESTATED ARTICLES OF INCORPORATION

                               OF

                    APPALACHIAN POWER COMPANY

             (a Virginia Public Service Corporation)

                            ARTICLE I

                              NAME

The name of the Corporation is:

                    APPALACHIAN POWER COMPANY

                           ARTICLE II

                             PURPOSE

     The purpose of the Corporation is to conduct business as a
public service company for the generation, transmission,
distribution and sale of electricity within and without the
Commonwealth of Virginia, with all the rights, powers and
privileges of such companies conferred by the constitution and laws
of the Commonwealth of Virginia as they now or may hereafter exist. 
The Corporation shall have the power to conduct any business in any
place, other than the Commonwealth of Virginia, authorized or
permitted by the laws thereof.

                           ARTICLE III

                            Directors

     The number of Directors shall be fixed by the By-Laws.  In the
absence of a By-Law establishing the number of Directors, the
number of Directors shall be ten.

                           ARTICLE IV

                          Common Stock

     The Corporation shall have authority to issue 30,000,000
shares of Common Stock without par value.  No holder of Common
Stock shall have any pre-emptive right to acquire unissued shares
of the Corporation or to acquire any securities convertible into or
exchangeable for such shares or to acquire any options, warrants or
rights to purchase such shares.

                            ARTICLE V

                   Cumulative Preferred Stock

     The Corporation shall have authority to issue 8,000,000 shares
of Cumulative Preferred Stock without par value, except that the
aggregate involuntary liquidation price for all shares of
Cumulative Preferred Stock outstanding may not exceed $300,000,000.

     Subject to the provisions of the following paragraphs (1)
through (11) hereof, the Board of Directors is hereby empowered to
cause the Cumulative Preferred Stock to be issued in series with
such variations as may be determined by the Board of Directors
prior to the issue thereof.

          (1)  The shares of the Cumulative Preferred Stock of
     different series may vary as to:

               (a)  the distinctive serial designations;

               (b)  the rate of dividends and the dates from which
          dividends shall be cumulative as provided in paragraph
          (2);

               (c)  the price or prices at and the terms and
          conditions on which such shares may be redeemed;

               (d)  the amount or amounts payable upon such shares
          in event of involuntary liquidation;

               (e)  the amount or amounts payable upon such shares
          in event of voluntary liquidation;

               (f)  sinking fund provisions (if any) for the
          redemption or purchase of such shares; and

               (g)  the terms and conditions (if any) on which such
          shares may be converted.

     The shares of all series of the Cumulative Preferred Stock
     shall in all other respects be equal, except for the right to
     vote as provided herein.  No shares of the Cumulative
     Preferred Stock shall be entitled to any right of
     participation.

          (2)  The holders of each series of the Cumulative
     Preferred Stock at the time outstanding shall be entitled to
     receive, but only when and as declared by the Board of
     Directors, out of funds legally available for the payment of
     dividends, cumulative preferential dividends, at the annual
     dividend rate for the particular series fixed therefor as
     herein provided, payable quarter-yearly on the first days of
     February, May, August and November in each year, to
     stockholders of record on the respective dates, not exceeding
     fifty (50) days and not less than ten (10) days preceding such
     dividend payment dates, fixed for the purpose by the Board of
     Directors.  The shares of any series of Cumulative Preferred
     Stock issued by the Corporation prior to June 1, 1977, for
     which the annual dividend rate is designated as a specified
     percentage per annum, shall be entitled to receive such
     dividends, calculated, per share, at the percentage specified
     for such series multiplied by $100.  No dividends shall be
     declared on any series of the Cumulative Preferred Stock in
     respect of any quarter-yearly dividend period unless there
     shall likewise be declared on all shares of all series of the
     Cumulative Preferred Stock at the time outstanding, like
     proportionate dividends, ratably, in proportion to the
     respective annual dividend rates fixed therefor, in respect of
     the same quarter-yearly dividend period, to the extent that
     such shares are entitled to receive dividends for such
     quarter-yearly dividend period.  The dividends on shares of
     all series of the Cumulative Preferred Stock shall be
     cumulative.  Dividends on shares of any series shall be
     cumulative from the date or dates fixed by the Board of
     Directors, or, if not so fixed, from the date of the initial
     issuance of such shares.  All dividends declared payable to
     the holders of record of the Cumulative Preferred Stock of any
     series as of a date on which shares of the Cumulative
     Preferred Stock of such series are owned by the Corporation
     shall be deemed to have been paid in respect of such shares
     owned by the Corporation on such date.  Unless dividends on
     all outstanding shares of each series of the Cumulative
     Preferred Stock, at the annual dividend rate and from the
     dates for accumulation thereof fixed as herein provided shall
     have been paid for all past quarter-yearly dividend periods,
     but without interest on cumulative dividends, no dividends
     shall be paid or declared and no other distribution shall be
     made on the Common Stock, and no Common Stock shall be
     purchased or otherwise acquired for value by the Corporation. 
     The holders of the Cumulative Preferred Stock of any series
     shall not be entitled to receive any dividends thereon other
     than the dividends referred to in this paragraph (2).

          (3)  The Corporation, by action of its Board of
     Directors, may redeem the whole or any part of any series of
     the Cumulative Preferred Stock, at any time or from time to
     time, by paying in cash the redemption price of the shares of
     the particular series fixed therefor as herein provided,
     together with a sum in the case of each share of each series
     so to be redeemed, computed at the annual dividend rate for
     the series of which the particular share is a part from the
     date from which dividends on such share became cumulative to
     the date fixed for such redemption, less the aggregate of the
     dividends theretofore or on such redemption date paid thereon. 
     Notice of every such redemption shall be given by publication
     at least once in one daily newspaper printed in the English
     language and of general circulation in Roanoke, Virginia, and
     in one daily newspaper printed in the English language and of
     general circulation in the Borough of Manhattan, The City of
     New York, the first publication in such newspapers to be at
     least thirty (30) days and not more than ninety (90) days
     prior to the date fixed for such redemption.  At least thirty
     (30) days' and not more than ninety (90) days' previous notice
     of every such redemption shall also be mailed to the holders
     of record of the shares of the Cumulative Preferred Stock so
     to be redeemed, at their respective addresses as the same
     shall appear on the books of the Corporation; but no failure
     to mail such notice nor any defect therein or in the mailing
     thereof shall affect the validity of the proceedings for the
     redemption of any shares of the Cumulative Preferred Stock so
     to be redeemed.  In case of the redemption of a part only of
     any series of the Cumulative Preferred Stock at the time
     outstanding, the Corporation shall select by lot, or in such
     other manner as the Board of Directors may determine, the
     shares so to be redeemed.  The Board of Directors shall have
     full power and authority, subject to the limitations and
     provisions herein contained, to prescribe the manner in which,
     and the terms and conditions upon which, the shares of the
     Cumulative Preferred Stock shall be redeemed from time to
     time.  If such notice of redemption shall have been duly given
     by publication, and if on or before the redemption date
     specified in such notice all funds necessary for such
     redemption shall have been set aside by the Corporation,
     separate and apart from its other funds, in trust for the
     account of the holders of the shares to be redeemed, so as to
     be and continue to be available therefor, then,
     notwithstanding that any certificate for such shares so called
     for redemption shall not have been surrendered for
     cancellation, from and after the date fixed for redemption,
     the shares represented thereby shall no longer be deemed
     outstanding, the right to receive dividends thereon shall
     cease to accrue and all rights with respect to such shares so
     called for redemption shall forthwith on such redemption date
     cease and terminate, except only the right of the holders
     thereof to receive, out of the funds so set aside in trust,
     the amount payable upon redemption thereof, without interest;
     provided, however, that the Corporation may, after giving
     notice by publication of any such redemption as hereinbefore
     provided or after giving to the bank or trust company
     hereinafter referred to irrevocable authorization to give such
     notice by publication, and at any time prior to the redemption
     date specified in such notice, deposit in trust, for the
     account of the holders of the shares to be redeemed, funds
     necessary for such redemption with a bank or trust company in
     good standing, organized under the laws of the United States
     of America or of the State of New York, doing business in the
     Borough of Manhattan, The City of New York, and having
     capital, surplus and undivided profits aggregating at least
     $50,000,000, or organized under the laws of the Commonwealth
     of Virginia, doing business in the City of Richmond, Virginia,
     and having capital, surplus and undivided profits aggregating
     at least $10,000,000, designated in such notice of redemption,
     and, upon such deposit in trust, all shares with respect to
     which such deposit shall have been made shall no longer be
     deemed to be outstanding, and all rights with respect to such
     shares shall forthwith cease and terminate, except only the
     right of the holders thereof to receive, out of the funds so
     deposited in trust, from and after the date of such deposit,
     the amount payable upon the redemption thereof, without
     interest.  Nothing herein contained shall limit any right of
     the Corporation to purchase or otherwise acquire any shares of
     the Cumulative Preferred Stock; provided, however, that the
     Corporation shall not, if and when dividends payable on the
     Cumulative Preferred Stock shall be in default, purchase or
     otherwise acquire for value any shares of the Cumulative
     Preferred Stock (except by redemption of all outstanding
     shares of each series of the Cumulative Preferred Stock)
     unless such purchase or acquisition shall have been ordered,
     approved, or permitted by the Securities and Exchange
     Commission or any successor commission under the provisions of
     the Public Utility Holding Company Act of 1935 as at the time
     in effect.

          (4)  Before any amount shall be paid to, or any assets
     distributed among, the holders of the Common Stock upon any
     liquidation, dissolution or winding up of the Corporation, and
     after paying or providing for the payment of all creditors of
     the Corporation, the holders of each series of the Cumulative
     Preferred Stock at the time outstanding shall be entitled to
     be paid in cash the amount for the particular series fixed
     therefor as herein provided, together with a sum in the case
     of each such share of each series, computed at the annual
     dividend rate for the series of which the particular share is
     a part, from the date from which dividends on such share
     became cumulative to the date fixed for the payment of such
     distributive amount, less the aggregate of the dividends
     theretofore or on such date paid thereon; but no payments on
     account of such distributive amounts shall be made to the
     holders of any series of the Cumulative Preferred Stock unless
     there shall likewise be paid at the same time to the holders
     of each other series of the Cumulative Preferred Stock at the
     time outstanding like proportionate distributive amounts,
     ratably, in proportion to the full distributive amounts to
     which they are respectively entitled as herein provided.  The
     holders of the Cumulative Preferred Stock of any series shall
     not be entitled to receive any amounts with respect thereto
     upon any liquidation, dissolution or winding up of the
     Corporation other than the amounts referred to in this
     paragraph.  Neither the consolidation or merger of the
     Corporation with any other corporation or corporations, nor
     the sale or transfer by the Corporation of all or any part of
     its assets, shall be deemed to be a liquidation, dissolution
     or winding up of the Corporation.

          (5)  Whenever the full dividends on all series of the
     Cumulative Preferred Stock at the time outstanding for all
     past quarter-yearly dividend periods shall have been paid or
     declared and set apart for payment, then, subject to the
     provisions of subparagraph (7)(B)(c) hereof, such dividends
     (payable in cash, stock or otherwise) as may be determined by
     the Board of Directors may be declared and paid on the Common
     Stock, but only out of funds legally available for the payment
     of dividends; provided, however, that so long as any shares of
     the Cumulative Preferred Stock of any series are outstanding,
     the Corporation shall not declare or pay any dividends on the
     Common Stock of the Corporation except as follows:

               (a)  If and so long as the Common Stock Equity at
          the end of the calendar month immediately preceding the
          date on which a dividend on the Common Stock is declared
          is, or as a result of such dividend would become, less
          than 20% of total capitalization, the Corporation shall
          not declare such dividends in an amount which, together
          with all other dividends on the Common Stock paid within
          the year ending with and including the date on which such
          dividend is payable, exceeds 50% of the net income of the
          Corporation available for dividends on the Common Stock
          for the twelve full calendar months immediately preceding
          the calendar month in which such dividends are declared,
          except in an amount not exceeding the aggregate of
          dividends on the Common Stock which could have been, but
          have not been, declared under this clause (a); and

               (b)  If and so long as the Common Stock Equity at
          the end of the calendar month immediately preceding the
          date on which a dividend on the Common Stock is declared
          is, or as a result of such dividend would become, less
          than 25% but not less than 20% of total capitalization,
          the Corporation shall not declare such dividends in an
          amount which, together with all other dividends on the
          Common Stock paid within the year ending with and
          including the date on which such dividend is payable,
          exceeds 75% of the net income of the Corporation
          available for dividends on the Common Stock for the
          twelve full calendar months immediately preceding the
          calendar month in which such dividends are declared,
          except in an amount not exceeding the aggregate of
          dividends on the Common Stock which could have been, but
          have not been, declared under clause (a) above and this
          clause (b).

               (c)  At any time when the Common Stock Equity is 25%
          or more of total capitalization, the Corporation may not
          declare dividends on shares of the Common Stock which
          would reduce the Common Stock Equity below 25% of total
          capitalization, except to the extent provided in clauses
          (a) and (b) above.

          For purposes of this paragraph (5):

                    (i)  The term "Common Stock" shall mean any
               stock of the Corporation ranking junior to the
               Cumulative Preferred Stock as to dividends or
               assets; the term "dividends" shall mean any
               dividend or distribution on the Common Stock (other
               than in shares of Common Stock) or any purchase or
               acquisition for value of any shares of Common
               Stock; and the term "Common Stock Equity" shall
               mean the aggregate of the par value of, or stated
               capital represented by, the outstanding shares of
               Common Stock, all earned surplus and capital
               surplus, and any premiums on the Common Stock then
               carried on the books of the Corporation, less

                         (I)  the excess, if any, of the aggregate
                    amount payable on involuntary liquidation of
                    the Corporation upon all outstanding shares of
                    the Cumulative Preferred Stock of the
                    Corporation of all series (including any stock
                    of the Corporation ranking prior to or on a
                    parity with the Cumulative Preferred Stock)
                    over the sum of the aggregate stated capital
                    attributable to such shares and any premiums
                    thereon;

                         (II) any amounts on the books of the
                    Corporation known, or estimated if not known,
                    to represent the excess, if any, of recorded
                    value over original cost of used or useful
                    utility plant; and

                         (III)  any intangible items set forth on
                    the asset side of the balance sheet of the
                    Corporation as the result of accounting
                    convention, such as unamortized debt discount
                    and expense; provided, however, that no
                    deductions shall be required to be made in
                    respect of items referred to in subdivision
                    (II) and (III) of this subparagraph (i) in
                    cases in which such items are being amortized
                    or are provided for, or are being provided
                    for, by reserves.

                    (ii) The term "total capitalization" shall
               mean the aggregate of

                         (I)  the principal amount of all
                    outstanding indebtedness of the Corporation
                    maturing more than twelve months after the
                    date of issue thereof, and

                         (II) the stated capital represented by,
                    and any premiums carried on the books of the
                    Corporation in respect of, the outstanding
                    shares of all classes of the capital stock of
                    the Corporation, earned surplus and capital
                    surplus, less any amounts required to be
                    deducted pursuant to subdivisions (II) and
                    (III) of subparagraph (i) above in the
                    determination of Common Stock Equity.

          (6)  In the event of any liquidation, dissolution or
     winding up of the Corporation, all assets and funds of the
     Corporation remaining after paying or providing for the
     payment of all creditors of the Corporation and after paying
     or providing for the payment to the holders of shares of all
     series of the Cumulative Preferred Stock of the full
     distributive amounts to which they are respectively entitled
     as herein provided, shall be divided among and paid to the
     holders of the Common Stock according to their respective
     rights and interests.

          (7)(A)  So long as any shares of the Cumulative Preferred
     Stock of any series are outstanding, the Corporation shall
     not, without the consent (given by vote at a meeting called
     for that purpose) of the holders of more than two-thirds of
     the total number of votes which holders of the outstanding
     shares of the Cumulative Preferred Stock of all series are
     entitled to cast:

               (a)  Increase the total authorized amount of the
          Cumulative Preferred Stock; or

               (b)  Create or authorize any series of stock (other
          than a series of the Cumulative Preferred Stock) ranking
          prior to or on a parity with Cumulative Preferred Stock
          as to assets or dividends, or create or authorize any
          obligation or security convertible into shares of stock
          of any such series, or issue any shares of any such stock
          ranking prior to the Cumulative Preferred Stock (other
          than upon the conversion of any such convertible
          obligation or security), or issue any such convertible
          obligation or security, more than twelve months in the
          case of any such issuance after the date as of which the
          Corporation was empowered to create or authorize such
          prior ranking stock or such convertible obligation or
          security; or

               (c)  Amend, alter, change or repeal any of the
          express terms of the Cumulative Preferred Stock or of any
          series of the Cumulative Preferred Stock then outstanding
          in a manner prejudicial to the holders thereof; provided,
          however, that if any such amendment, alteration, change
          or repeal would be prejudicial to the holders of one or
          more, but not all, of the series of the Cumulative
          Preferred Stock at the time outstanding, such consent of
          the holders of two-thirds of the total number of votes
          which holders of the shares of each series prejudicially
          affected are entitled to cast shall be required.

             (B)  So long as any shares of the Cumulative Preferred
     Stock of any series are outstanding, the Corporation shall
     not, without the consent (given by vote at a meeting called
     for that purpose) of the holders of a majority of the total
     number of votes which holders of the outstanding shares of the
     Cumulative Preferred Stock of all series are entitled to cast,
     unless the consent of the holders of shares having some
     greater proportion of the total vote is required:

               (a)  Merge or consolidate with or into any other
          corporation or corporations, or sell or otherwise dispose
          of all or substantially all of its assets, unless such
          merger, consolidation, sale or disposition, or the
          issuance and assumption of all securities to be issued or
          assumed in connection with any such transaction, shall
          have been ordered, approved, or permitted by the
          Securities and Exchange Commission or any successor
          commission under the provisions of the Public Utility
          Holding Company Act of 1935 as at the time in effect;
          provided that the provisions of this clause (a) shall not
          apply to a purchase or other acquisition by the
          Corporation of franchises or assets of another
          corporation in any manner which does not involve a merger
          or consolidation; or

               (b)  Issue any additional shares, or reissue any
          reacquired shares, of Cumulative Preferred Stock or of
          any other class of stock ranking on a parity with the
          outstanding shares of the Cumulative Preferred Stock as
          to dividends or assets for any purpose other than to
          refinance an amount of outstanding Cumulative Preferred
          Stock, or stock ranking prior to or on a parity with the
          Cumulative Preferred Stock as to dividends or assets,
          having an aggregate involuntary liquidation price equal
          to the aggregate involuntary liquidation price of such
          issued or reissued shares, unless

                    (i)  the net income of the Corporation,
               determined in accordance with generally accepted
               accounting principles to be available for the
               payment of dividends for a period of twelve
               consecutive calendar months within the fifteen
               calendar months immediately preceding the calendar
               month of such issuance, is equal to at least twice
               the annual dividend requirements on the Cumulative
               Preferred Stock (including dividend requirements on
               any class of stock ranking prior to or on a parity
               with the shares to be issued as to dividends or
               assets), which will be outstanding immediately
               after the issuance of such shares;

                    (ii) the gross income of the Corporation for
               said period, determined in accordance with
               generally accepted accounting principles (but in
               any event after all taxes including taxes based on
               income), is equal to at least one and one-half
               times the aggregate of the annual interest charges
               on indebtedness of the Corporation (excluding
               interest charges on indebtedness to be retired by
               the application of the proceeds from the issuance
               of such shares) and the annual dividend require-
               ments on the Cumulative Preferred Stock (including
               dividend requirements on any class of stock ranking
               prior to or on a parity with the shares to be
               issued as to dividends or assets), which will be
               outstanding immediately after the issuance of such
               shares; and

                    (iii)  the aggregate of the Common Stock
               Equity (the words "Common Stock" and "Common Stock
               Equity" having, for the purposes of this subpara-
               graph (7)(B)(b), the respective meanings defined in
               paragraph (5)(i) hereof) is at least equal to the
               aggregate amount payable in connection with an
               involuntary liquidation of the Corporation with
               respect to all shares of the Cumulative Preferred
               Stock and all shares of stock, if any, ranking
               prior thereto or on a parity therewith as to
               dividends or assets, which will be outstanding
               immediately after the issuance of such shares of
               Cumulative Preferred Stock or stock ranking prior
               to or on a parity therewith.

                    If for the purposes of meeting the require-
               ments of subdivision (iii) of clause (b), it shall
               have been necessary to take into consideration any
               earned surplus of the Corporation, the Corporation
               shall not thereafter pay any dividends on or make
               any distributions in respect of, or purchase or
               otherwise acquire for value, Common Stock which
               would result in reducing the Common Stock Equity to
               an amount less than the amount payable on
               involuntary liquidation of the Corporation with
               respect to all shares of the Cumulative Preferred
               Stock and all shares ranking prior to or on a
               parity with the Cumulative Preferred Stock as to
               dividends or assets, at the time outstanding.

                    If during the period as of which gross income
               is to be determined for the purposes set forth in
               clause (b), the amount, if any, required to be
               expended by the Corporation for property additions
               pursuant to a renewal and replacement fund or
               similar fund established under its mortgage
               indenture shall exceed the amount deducted in the
               determination of such gross income on account of
               depreciation and amortization of electric plant
               acquisition adjustments, such excess shall also be
               deducted in determining such gross income.

               (8)  No holder of Cumulative Preferred Stock shall
          have any pre-emptive right to acquire unissued shares of
          the Corporation or to acquire any securities convertible
          into or exchangeable for such shares or to acquire any
          options, warrants or rights to purchase such shares.

               (9)(A)  Every holder of any series of Cumulative
          Preferred Stock issued by the Corporation prior to June
          1, 1977, shall be entitled to vote together with the
          holders of the Common Stock (every holder of Common Stock
          having one vote for each share of stock held) for the
          election of Directors and upon all other matters, except
          as otherwise provided in this paragraph (9) or in para-
          graph (7) hereof or as otherwise required by law.  Every
          holder of any series of Cumulative Preferred Stock issued
          by the Corporation on or after June 1, 1977, shall be
          entitled to vote only as provided in paragraph (7), as
          provided in subparagraphs (B) through (F) of this para-
          graph (9) or as otherwise required by law.

                  (B)  On any matter on which the holders of any
          series of the Cumulative Preferred Stock shall be
          entitled to vote, each share shall entitle the holder
          thereof to a vote equal to the fraction of which the
          involuntary liquidation price fixed for such share as
          herein provided is the numerator and $100 is the
          denominator.

                  (C)  If and when dividends payable on the
          Cumulative Preferred Stock shall be in default in an
          amount equivalent to four (4) full quarter-yearly
          dividends on all shares of all series of the Cumulative
          Preferred Stock at the time outstanding, and until all
          dividends in default on the Cumulative Preferred Stock
          shall have been paid, the holders of all shares of the
          Cumulative Preferred Stock, voting separately as one
          class, shall be entitled to elect the smallest number of
          Directors necessary to constitute a majority of the full
          Board of Directors, and the holders of the Common Stock,
          voting separately as a class, shall be entitled to elect
          the remaining Directors of the Corporation.  The terms of
          office of all persons who may be Directors of the
          Corporation at the time shall terminate upon the election
          of a majority of the Board of Directors by the holders of
          the Cumulative Preferred Stock, whether or not the
          holders of the Common Stock shall then have elected the
          remaining Directors of the Corporation.

                  (D)  If and when all dividends then in default on
          the Cumulative Preferred Stock at the time outstanding
          shall be paid (and such dividends shall be declared and
          paid out of any funds legally available therefor as soon
          as reasonably practicable), the Cumulative Preferred
          Stock shall thereupon be divested of any special right
          with respect to the election of Directors provided in
          subparagraph (C) hereof, and the voting power of the
          Cumulative Preferred Stock and the Common Stock shall
          revert to the status existing before the occurrence of
          such default; but always subject to the same provisions
          for vesting such special rights in the Cumulative
          Preferred Stock in case of further like default or
          defaults in dividends thereon.  Upon the termination of
          any such special right upon payment of all accumulated
          and defaulted dividends on such stock, the terms of
          office of all persons who may have been elected Directors
          of the Corporation by vote of the holders of the
          Cumulative Preferred Stock, as a class, pursuant to such
          special right shall forthwith terminate.

                  (E)  In case of any vacancy in the Board of
          Directors occurring among the Directors elected by the
          holders of the Cumulative Preferred Stock, as a class,
          pursuant to subparagraph (C) hereof, the holders of the
          Cumulative Preferred Stock then outstanding and entitled
          to vote may elect a successor to hold office for the
          unexpired term of the Director whose place shall be
          vacant.  In case of a vacancy in the Board of Directors
          occurring among the Directors elected by the holders of
          the Common Stock, as a class, pursuant to subparagraph
          (C) hereof, the holders of the Common Stock then out-
          standing and entitled to vote may elect a successor to
          hold office for the unexpired term of the Director whose
          place shall be vacant.  In all other cases, any vacancy
          occurring among the Directors shall be filled by the vote
          of a majority of the remaining Directors.

                  (F)  Whenever the holders of the Cumulative
          Preferred Stock, as a class, become entitled to elect
          Directors of the Corporation pursuant to either sub-
          paragraph (C) or (E) hereof, or whenever the holders of
          the Common Stock, as a class, become entitled to elect
          Directors of the Corporation pursuant to either sub-
          paragraph (C) or (E) hereof, a meeting of the holders of
          the Cumulative Preferred Stock or of the Common Stock, as
          the case may be, shall be held at any time thereafter
          upon call by the holders of shares of the Cumulative
          Preferred Stock or of the Common Stock, as the case may
          be, entitling them to cast at least 1,000 votes for such
          purpose, or upon call by the Secretary of the Corporation
          at the request in writing of any stockholder addressed to
          him at the principal office of the Corporation.  At all
          meetings of stockholders held for the purpose of electing
          Directors during such times as the holders of shares of
          the Cumulative Preferred Stock shall have the special
          right, voting separately as one class, to elect Directors
          pursuant to either subparagraph (C) or (E) hereof, the
          presence in person or by proxy of the holders of a
          majority of the outstanding shares of the Common Stock
          shall be required to constitute a quorum of such class
          for the election of Directors, and the presence in person
          or by proxy of the holders of a majority of the total
          number of votes which holders of the outstanding shares
          of all series of the Cumulative Preferred Stock are
          entitled to cast shall be required to constitute a quorum
          of such class for the election of Directors; provided,
          however, that the absence of a quorum of the holders of
          stock of either such class shall not prevent the election
          at any such meeting or adjournment thereof of Directors
          by the other such class if the necessary quorum of the
          holders of stock of such other class is present in person
          or by proxy at such meeting; and provided further that in
          the absence of a quorum of the holders of stock of either
          such class, the holders of a majority of the votes which
          holders of the stock of such class who are present in
          person or by proxy are entitled to cast shall have power
          to adjourn the election of the Directors to be elected by
          such class from time to time without notice other than
          announcement at the meeting until the holders of the
          requisite number of shares of such class shall be present
          in person or by proxy.

                  (G)  Except when some mandatory provision of law
          shall be controlling and except as otherwise provided in
          clause (c) of paragraph (7)(A) hereof and, as regards the
          special rights of any series of the Cumulative Preferred
          Stock, as provided in the terms determined for such
          series, whenever shares of two or more series of the
          Cumulative Preferred Stock are outstanding, no particular
          series of the Cumulative Preferred Stock shall be
          entitled to vote as a separate series on any matter and
          all shares of the Cumulative Preferred Stock of all
          series shall be deemed to constitute but one class for
          any purpose for which a vote of the stockholders of the
          Corporation by classes may now or hereafter be required.

               (10) The Corporation may, at any time and from time
          to time, issue and dispose of any of the authorized and
          unissued shares of the Cumulative Preferred Stock and
          Common Stock for such consideration as may be fixed by
          the Board of Directors, subject to any provisions of law
          then applicable, and subject to the provisions of any
          resolutions of the stockholders of the Corporation
          relating to the issue and disposition of such shares;
          provided, however, that, in the case of the Cumulative
          Preferred Stock, such consideration shall have a value
          not less than the aggregate preferential amount, fixed as
          herein provided, payable upon such shares in the event of
          involuntary liquidation.

               (11) As of June 1, 1977, 1,079,307 shares of the
          Cumulative Preferred Stock are issued and designated in
          series; and the Corporation has determined and fixed the
          designations, descriptions and terms of such series as
          follows:

                           DIVISION A

                4-1/2% Cumulative Preferred Stock

               300,000 shares of Cumulative Preferred Stock are
          designated "4-1/2% Cumulative Preferred Stock".  The
          description and terms of the shares of such series, and
          the respects in which they shall vary from other shares
          of Cumulative Preferred Stock, are as follows:

               (a)  The annual dividend rate for such series shall
          be 4-1/2% per annum;

               (b)  The redemption price for such series shall be
          $110 per share;

               (c)  The amounts which shall be paid to the holders
          of shares of such series upon any liquidation,
          dissolution or winding up of the Corporation shall be

                    $110 per share, upon any voluntary
               liquidation, dissolution or winding up of the
               Corporation, except that if such voluntary
               liquidation, dissolution or winding up of the
               Corporation shall have been approved by the vote in
               favor thereof of the holders of a majority of the
               total number of shares of the 4-1/2% Cumulative
               Preferred Stock then outstanding, given at a
               meeting called for that purpose, the amount so
               payable on such voluntary liquidation, dissolution,
               or winding up shall be $100 per share; or

                    $100 per share, in the event of any
               involuntary liquidation, dissolution or winding up
               of the Corporation;

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of the 4-1/2%
          Cumulative Preferred Stock; and

               (e)  The shares of the 4-1/2% Cumulative Preferred
          Stock shall not have any rights to convert the same into
          and/or purchase stock of any other series or class or
          other securities, or any special rights other than those
          specified herein.

                           DIVISION B

                4.50% Cumulative Preferred Stock

          29,307 shares of Cumulative Preferred Stock are
     designated "4.50% Cumulative Preferred Stock".  The
     description and terms of the shares of such series, and the
     respects in which they shall vary from other shares of
     Cumulative Preferred Stock, are as follows:

               (a)  The annual dividend rate for such series shall
          be 4.50% per annum;

               (b)  The regular redemption price for such series
          shall be $102 per share; the shares of such series shall
          be redeemable for the sinking fund provided for such
          series, or for any other sinking fund applicable to the
          shares of such series, at $100 per share (hereinafter
          referred to as the "sinking fund redemption price");

               (c)  The amounts which shall be paid to the holders
          of shares of such series upon any liquidation,
          dissolution or winding up of the Corporation shall be:

                    $104 per share upon any voluntary liquidation,
               dissolution or winding up of the Corporation,
               except that if such voluntary liquidation,
               dissolution or winding up of the Corporation shall
               have been approved by the vote in favor thereof of
               the holders of a majority of the total number of
               shares of such series then outstanding given at a
               meeting called for that purpose, the amount so
               payable on such voluntary liquidation, dissolution
               or winding up shall be $100 per share; or

                    $100 per share upon any involuntary
               liquidation, dissolution or winding up of the
               Corporation;

               (d)  There shall be a sinking fund for the benefit
          of the shares of such series.  So long as there shall
          remain outstanding any shares of such series, the
          Corporation, after the full dividends on all series of
          the Cumulative Preferred Stock at the time outstanding
          for all past quarter-yearly dividend periods shall have
          been paid or declared and set apart for payment, shall,
          on or before November 30 in each year, set aside out of
          funds legally available therefor as the sinking fund
          requirement for such year an amount in cash sufficient to
          redeem, at the sinking fund redemption price provided in
          (b) above, two per cent (2%) of the maximum number of
          shares of the 4.50% Cumulative Preferred Stock which
          shall theretofore have been issued and outstanding at any
          one time (75,000 shares), provided, however, that against
          the sinking fund requirement for any calendar year the
          Corporation may credit an amount equal to the sinking
          fund redemption price in respect of any shares of such
          series which it may have purchased for retirement or
          redeemed otherwise than through the sinking fund and not
          theretofore credited against any sinking fund require-
          ment.   Unless the sinking fund requirement for such
          series for all past sinking fund periods shall have been
          set aside, no dividends shall be paid or declared and no
          other distribution shall be made on the Common Stock, and
          no Common Stock shall be purchased or otherwise acquired
          for value by the Corporation.  The Corporation may apply
          any cash set aside for sinking fund purposes to the
          purchase or redemption and cancellation of shares of such
          series.  Any balance of cash so set aside remaining after
          90 days from November 30th of each year shall be applied
          promptly to the redemption and cancellation of shares of
          such series.  All shares to be redeemed through the
          sinking fund shall be selected by lot in such manner as
          the Board of Directors of the Corporation may determine. 
          Notwithstanding the foregoing, the cancellation of shares
          of such series so purchased or redeemed shall not retire
          such shares or decrease capital except upon compliance
          with the provisions of Section 13.1-63 of the Code of
          Virginia as at the time in effect; and

               (e)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or other securities, or any
          special rights other than those specified herein.

                           DIVISION C

                8.12% Cumulative Preferred Stock

          300,000 shares of Cumulative Preferred Stock are
     designated "8.12% Cumulative Preferred Stock".  The
     description and terms of the shares of such series, and the
     respects in which they shall vary from other shares of
     Cumulative Preferred Stock, are as follows:

               (a)  The annual dividend rate for such series shall
          be 8.12% per annum;

               (b)  The redemption price for such series shall be
          $107.59 per share prior to September 1, 1981; $105.56 per
          share on and after September 1, 1981 but prior to
          September 1, 1986; $103.53 per share on and after
          September 1, 1986 but prior to September 1, 1991; and
          $102.31 per share on September 1, 1991 and thereafter;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          liquidation, dissolution or winding up of the Corporation
          shall be the redemption price in effect at the date of
          any voluntary liquidation, dissolution or winding up of
          the Corporation; or $100 per share, in the event of any
          involuntary liquidation, dissolution or winding up of the
          Corporation;

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of such series;
          and

               (e)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or any other securities, or any
          special rights other than those specified herein.

                           DIVISION D

                7.40% Cumulative Preferred Stock

          250,000 shares of Cumulated Preferred Stock are
     designated "7.40% Cumulative Preferred Stock".  The
     description and terms of the shares of such series, and the
     respects in which they shall vary from other shares of
     Cumulative Preferred Stock, are as follows:

               (a)  The annual dividend rate for such series shall
          be 7.40% per annum;

               (b)  The redemption price for such series shall be
          $106.92 per share prior to February 1, 1982; $105.07 per
          share on and after February 1, 1982 but prior to February
          1, 1987; $103.22 per share on and after February 1, 1987
          but prior to February 1, 1992; and $102.11 per share on
          February 1, 1992 and thereafter;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          liquidation, dissolution or winding up of the Corporation
          shall be the redemption price in effect at the date of
          any voluntary liquidation, dissolution or winding up of
          the Corporation; or $100 per share, in the event of any
          involuntary liquidation, dissolution or winding up of the
          Corporation;

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of such series;
          and

               (e)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or any other securities, or any
          special rights other than those specified herein.

                           DIVISION E

                8.52% Cumulative Preferred Stock

          200,000 shares of Cumulative Preferred Stock are
     designated "8.52% Cumulative Preferred Stock".  The
     description and terms of the shares of such series, and the
     respects in which they shall vary from other shares of
     Cumulative Preferred Stock, are as follows:

               (a)  The annual dividend rate for such series shall
          be 8.52% per annum;

               (b)  The redemption price for such series shall be
          $109.52 per share prior to March 1, 1979; $107.39 per
          share on and after March 1, 1979 but prior to March 1,
          1984; $105.26 per share on and after March 1, 1984 but
          prior to March 1, 1989; $103.13 per share on and after
          March 1, 1989 but prior to March 1, 1994; and $101.86 per
          share on March 1, 1994 and thereafter, provided, however,
          that no share of such series shall be redeemed prior to
          March 1, 1979 if such redemption is for the purpose or in
          anticipation of refunding such share, directly or
          indirectly, through the incurring of debt, or through the
          issuance of capital stock ranking equally with or prior
          to the shares of said series as to dividends or assets,
          if such debt has an effective interest cost to the
          Corporation (computed in accordance with generally
          accepted financial practice), or such capital stock has
          an effective dividend cost to the Corporation (so
          computed) of less than 8.52% per annum;

               (c)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          liquidation, dissolution or winding up of the Corporation
          shall be the redemption price in effect at the date of
          any voluntary liquidation, dissolution or winding up of
          the Corporation; or $100 per share, in the event of any
          voluntary liquidation, dissolution or winding up of the
          Corporation;

               (d)  There shall not be any sinking fund provided
          for the purchase or redemption of shares of such series;
          and

               (e)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or any other securities, or any
          special rights other than those specified herein.

                           DIVISION F

                  9% Cumulative Preferred Stock

          600,000 shares of Cumulative Preferred Stock are
     designated "9% Cumulative Preferred Stock".  The description
     and terms of the shares of such series, and the respects in
     which they shall vary from other shares of Cumulative
     Preferred Stock, are as follows:

               (a)  The distinctive serial designation of such
          series shall be "9% Cumulative Preferred Stock";

               (b)  The annual dividend rate for such series shall
          be 9% per share per annum, which dividend shall be
          calculated, per share, at such percentage multiplied by
          $100, and the date from which dividends on all shares of
          said series issued prior to the record date for the
          dividend payable November 1, 1987, shall be cumulative,
          shall be the date of issuance of the shares of such
          series;

               (c)  The regular redemption price for such series
          shall be $109.00 per share on or prior to August 31, 1992
          and thereafter shall be as follows:

               If Redeemed                Regular
               During 12 Months         Redemption
               Period Ending               Price
               August 31                Per Share 

                 1993                     $106.75
                 1994                      106.30
                 1995                      105.85
                 1996                      105.40
                 1997                      104.95
                 1998                      104.50
                 1999                      104.05
                 2000                      103.60
                 2001                      103.15
                 2002                      102.70
                 2003                      102.25
                 2004                      101.80
                 2005                      101.35
                 2006                      100.90
                 2007                      100.45

          and thereafter the regular redemption price per share of
          such series shall be $100 per share; provided, however,
          that no share of such series shall be redeemed prior to
          September 1, 1992 if such redemption is for the purpose
          or in anticipation of refunding such share, directly or
          indirectly, through the incurring of debt, or through the
          issuance of capital stock ranking equally with or prior
          to the shares of said series as to dividends or assets,
          if such debt has an effective interest cost to the
          Corporation (computed in accordance with generally
          accepted financial practice), or such capital stock has
          an effective dividend cost to the Corporation (so
          computed) of less than 9.10% per annum;

               (d)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          liquidation, dissolution or winding up of the Corporation
          shall be the redemption price in effect at the date of
          any voluntary liquidation, dissolution or winding up of
          the Corporation; or $100 per share, in the event of any
          involuntary liquidation, dissolution or winding up of the
          Corporation;

               (e)(1)  A sinking fund shall be established for the
          retirement of the shares of such series.  So long as
          there shall remain outstanding any shares of such series,
          the Corporation shall, to the extent permitted by law on
          November 1 in each year commencing with the year 1992,
          redeem as and for a sinking fund requirement, out of
          funds legally available therefor, a number of shares
          equal to 5% of the total number of shares classified as
          9% Cumulative Preferred Stock in these Articles of
          Amendment at a redemption price of $100 per share.  The
          sinking fund requirement shall be cumulative so that if
          on any such November 1 the sinking fund requirement shall
          not have been met, then such sinking fund requirement, to
          the extent not met, shall become an additional sinking
          fund requirement for the next succeeding November 1 on
          which such redemption may be effected.

                  (2)  The Corporation shall have the non-
          cumulative option, on any sinking fund date as provided
          in subparagraph (e)(1) hereof, to redeem at a redemption
          price of $100 per share, an additional number of shares
          equal to 5% of the total number of shares classified as
          9% Cumulative Preferred Stock in these Articles of
          Amendment.  No redemption made pursuant to this
          subparagraph (e)(2) shall be deemed to fulfill any
          sinking fund requirement established pursuant to
          subparagraph (e)(1).

                  (3)  The Corporation shall be entitled, at its
          election, to credit against the sinking fund requirement
          due on November 1 of any year pursuant to subparagraph
          (e)(1) shares of such series theretofore purchased or
          otherwise acquired by the Corporation and not previously
          credited against any sinking fund requirement.

               (f)  The shares of such series shall not have any
          rights to convert the same into and/or purchase stock of
          any other series or class or any other securities, or any
          special rights other than those specified herein.

                           DIVISION G

                7.80% Cumulative Preferred Stock

          500,000 shares of Cumulative Preferred Stock are
     designated "7.80% Cumulative Preferred Stock".  The
     description and terms of the shares of such series, and the
     respects in which they shall vary from other shares of
     Cumulative Preferred Stock, are as follows:

               (a)  The distinctive serial designation of such
          series shall be "7.80% Cumulative Preferred Stock".

               (b)  The annual dividend rate for such series shall
          be 7.80% per share per annum, which dividend shall be
          calculated, per share, at such percentage multiplied by
          $100, and the date from which dividends on all shares of
          said series issued prior to the record date for the
          dividend payable May 1, 1992, shall be cumulative, shall
          be the date of initial issuance of the shares of such
          series.

               (c)  The regular redemption price for such series
          shall be $107.80 per share on or prior to March 31, 1997
          and thereafter shall be as follows:

                                                    Regular
                                                  Redemption
                                                     Price
          Redemption Date (Dates Inclusive)       Per Share 

          April 1, 1997 to March 31, 1998           $105.20
          April 1, 1998 to March 31, 1999            104.68
          April 1, 1999 to March 31, 2000            104.16
          April 1, 2000 to March 31, 2001            103.64
          April 1, 2001 to March 31, 2002            103.12
          April 1, 2002 to March 31, 2003            102.60
          April 1, 2003 to March 31, 2004            102.08
          April 1, 2004 to March 31, 2005            101.56
          April 1, 2005 to March 31, 2006            101.04
          April 1, 2006 to March 31, 2007            100.52

          and thereafter the regular redemption price per share
          shall be $100 per share, plus an amount in each case
          equal to accrued unpaid dividends to the date of
          redemption; provided, however, that no share of such
          series shall be redeemed prior to April 1, 1997 if such
          redemption is for the purpose or in anticipation of
          refunding such share, directly or indirectly, through the
          incurring of debt, or through the issuance of shares of
          capital stock ranking equally with or prior to the shares
          of said series as to dividends or assets, if such debt
          has an effective interest cost to the Corporation
          (computed in accordance with generally accepted financial
          practice), or such shares of capital stock have an
          effective dividend cost to the Corporation (so computed),
          of less than 7.88% per annum.

               (d)  The preferential amounts to which the holders
          of shares of such series shall be entitled upon any
          liquidation, dissolution or winding up of the Corporation
          shall be the regular redemption price in effect at the
          date of any voluntary liquidation, dissolution or winding
          up of the Corporation; or $100 per share, in the event of
          any involuntary liquidation, dissolution or winding up of
          the Corporation.

          (e)(1)  A sinking fund shall be established for the
     retirement of the shares of such series.  So long as there
     shall remain outstanding any shares of such series, the
     Corporation shall, to the extent permitted by law, on May 1 in
     each year commencing with the year 1998, redeem as and for a
     sinking fund requirement, out of funds legally available
     therefor, a number of shares equal to 5% of the total number
     of shares initially classified as 7.80% Cumulative Preferred
     Stock in these Articles of Amendment at a sinking fund
     redemption price of $100 per share plus accrued unpaid
     dividends to the date of redemption.  The sinking fund
     requirement shall be cumulative so that if on any such May 1
     the sinking fund requirement shall not have been met, then
     such sinking fund requirement, to the extent not met, shall
     become an additional sinking fund requirement for the next
     succeeding May 1 on which such redemption may be effected.

             (2)  The Corporation shall have the non-cumulative
     option, on any sinking fund date as provided in subparagraph
     (e)(1) hereof, to redeem at a sinking fund redemption price of
     $100 per share, an additional number of shares equal to not
     more than 5% of the total number of shares initially
     classified as 7.80% Cumulative Preferred Stock in these
     Articles of Amendment.  No redemption made pursuant to this
     subparagraph (e)(2) shall be deemed to fulfill any sinking
     fund requirement established pursuant to subparagraph (e)(1).

             (3)  The Corporation shall be entitled, at its
     election, to credit against the sinking fund requirement due
     on May 1 of any year pursuant to subparagraph (e)(1) shares of
     such series theretofore purchased or otherwise acquired by the
     Corporation and not previously credited against any such
     sinking fund requirement.

          (f)  The shares of such series shall not have any rights
     to convert the same into and/or purchase stock of any other
     series or class or any other securities, or any special rights
     other than those specified herein.

                           DIVISION H

                5.92% Cumulative Preferred Stock

          600,000 shares of Cumulative Preferred Stock are
     designated "5.92% Cumulative Preferred Stock".  The
     description and terms of the shares of such series, and the
     respects in which they shall vary from other shares of
     Cumulative Preferred Stock, are as follows:

          (a)  The distinctive serial designation of such series
     shall be "5.92% Cumulative Preferred Stock".

          (b)  The annual dividend rate for such series shall be
     5.92% per share per annum, which dividend shall be calculated,
     per share, at such percentage multiplied by $100, and the date
     from which dividends on all shares of said series issued prior
     to the record date for the dividend payable February 1, 1994,
     shall be cumulative, shall be the date of initial issuance of
     the shares of such series.

          (c)  Such series shall not be subject to redemption prior
     to October 1, 2003; the regular redemption price for shares of
     such series shall be $100 per share on or after October 1,
     2003, plus an amount equal to accrued and unpaid dividends to
     the date of redemption.

          (d)  The preferential amounts to which the holders of
     shares of such series shall be entitled upon any voluntary or
     involuntary liquidation, dissolution or winding up of the
     Corporation shall be $100 per share, plus accrued and unpaid
     dividends.

          (e)(1)  A sinking fund shall be established for the
     retirement of the shares of such series.  So long as there
     shall remain outstanding any shares of such series, the
     Corporation shall, to the extent not prohibited by law, on
     November 1, 2003, and on each November 1 thereafter to and
     including November 1, 2007, redeem as and for a sinking fund
     requirement, a number of shares equal to 5% of the total
     number of shares initially classified as 5.92% Cumulative
     Preferred Stock in these Articles of Amendment at a sinking
     fund redemption price of $100 per share plus accrued unpaid
     dividends to the date of redemption.  The remaining shares of
     such series outstanding on November 1, 2008 will be redeemed
     as a final sinking fund requirement, to the extent not
     prohibited by law, on such date at a sinking fund redemption
     price of $100 per share plus accrued and unpaid dividends to
     the date of redemption.  The sinking fund requirement shall be
     cumulative so that if on any such November 1 the sinking fund
     requirement shall not have been met, then such sinking fund
     requirement, to the extent not met, shall become an additional
     sinking fund requirement for the next succeeding November 1 on
     which such redemption may be effected.

             (2)  The Corporation shall be entitled, at its
     election, to credit against the sinking fund requirement due
     on November 1 of any year pursuant to subparagraph (e)(1)
     shares of such series theretofore purchased or otherwise
     acquired by the Corporation and not previously credited
     against any such sinking fund requirement.

          (f)  The shares of such series shall not have any rights
     to convert the same into and/or purchase stock of any other
     series or class or any other securities, or any special rights
     other than those specified herein.

                           DIVISION I

                5.90% Cumulative Preferred Stock

          500,000 shares of Cumulative Preferred Stock are
     designated "5.90% Cumulative Preferred Stock".  The
     description and terms of the shares of such series, and the
     respects in which they shall vary from other shares of
     Cumulative Preferred Stock, are as follows:

          (a)  The distinctive serial designation of such series
     shall be "5.90% Cumulative Preferred Stock".

          (b)  The annual dividend rate for such series shall be
     5.90% per share per annum, which dividend shall be calculated,
     per share, at such percentage multiplied by $100, and the date
     from which dividends on all shares of said series issued prior
     to the record date for the dividend payable February 1, 1994,
     shall be cumulative, shall be the date of initial issuance of
     the shares of such series.

          (c)  Such series shall not be subject to redemption prior
     to November 1, 2003; the regular redemption price for shares
     of such series shall be $100 per share on or after November 1,
     2003, plus an amount equal to accrued and unpaid dividends to
     the date of redemption.

          (d)  The preferential amounts to which the holders of
     shares of such series shall be entitled upon any voluntary or
     involuntary liquidation, dissolution or winding up of the
     Corporation shall be $100 per share, plus accrued and unpaid
     dividends.

          (e)(1)  A sinking fund shall be established for the
     retirement of the shares of such series.  So long as there
     shall remain outstanding any shares of such series, the
     Corporation shall, to the extent not prohibited by law, on
     November 1, 2003, and on each November 1 thereafter to and
     including November 1, 2007, redeem as and for a sinking fund
     requirement, a number of shares equal to 5% of the total
     number of shares initially classified as 5.90% Cumulative
     Preferred Stock in these Articles of Amendment at a sinking
     fund redemption price of $100 per share plus accrued unpaid
     dividends to the date of redemption.  The remaining shares of
     such series outstanding on November 1, 2008 will be redeemed
     as a final sinking fund requirement, to the extent not
     prohibited by law, on such date at a sinking fund redemption
     price of $100 per share plus accrued and unpaid dividends to
     the date of redemption.  The sinking fund requirement shall be
     cumulative so that if on any such November 1 the sinking fund
     requirement shall not have been met, then such sinking fund
     requirement, to the extent not met, shall become an additional
     sinking fund requirement for the next succeeding November 1 on
     which such redemption may be effected.

             (2)  The Corporation shall be entitled, at its
     election, to credit against the sinking fund requirement due
     on November 1 of any year pursuant to subparagraph (e)(1)
     shares of such series theretofore purchased or otherwise
     acquired by the Corporation and not previously credited
     against any such sinking fund requirement.

          (f)  The shares of such series shall not have any rights
     to convert the same into and/or purchase stock of any other
     series or class or any other securities, or any special rights
     other than those specified herein.

                           DIVISION J

                6.85% Cumulative Preferred Stock

     300,000 shares of Cumulative Preferred Stock, without par
value, are designated "6.85% Cumulative Preferred Stock,"
consisting of shares of such Cumulative Preferred Stock with
designation, description and terms as follows:

          (a)  The distinctive serial designation of such series
     shall be "6.85% Cumulative Preferred Stock".

          (b)  The annual dividend rate for such series shall be
     6.85% per share per annum, which dividend shall be calculated,
     per share, at such percentage multiplied by $100, and the date
     from which dividends on all shares of said series issued prior
     to the record date for the dividend payable August 1, 1994,
     shall be cumulative, shall be the date of original issuance of
     the shares of such series.

          (c)  Such series shall not be subject to redemption
     except as provided in subparagraph (e) below.

          (d)  The preferential amounts to which the holders of
     shares of such series shall be entitled upon any voluntary or
     involuntary liquidation, dissolution or winding up of the
     Corporation shall be $100 per share, plus accrued and unpaid
     dividends.

          (e)(1)   A sinking fund shall be established for the
     retirement of the shares of such series.  So long as there
     shall remain outstanding any shares of such series, the
     Corporation shall, to the extent not prohibited by law, on
     August 1 of each year commencing with the year 2000, redeem as
     and for a sinking fund requirement, 60,000 shares of the 6.85%
     Cumulative Preferred Stock at a sinking fund redemption price
     of $100 per share plus accrued unpaid dividends to the date of
     redemption.  The sinking fund requirement shall be cumulative
     so that if on any such August 1 the sinking fund requirement
     shall not have been met, then such sinking fund requirement,
     to the extent not met, shall become an additional sinking fund
     requirement for the next succeeding August 1 on which such
     redemption may be effected.

              (2)   The Corporation shall have the non-cumulative
     option, on any sinking fund date as provided in subparagraph
     (e)(1), to redeem at the sinking fund redemption price of $100
     per share plus accrued and unpaid dividends to the date of
     redemption up to an additional 60,000 shares of such series. 
     No redemption made pursuant to this subparagraph (e)(2) shall
     be deemed to fulfill any sinking fund redemption established
     pursuant to subparagraph (e)(1).

               (3)  The Corporation shall be entitled, at its
     election, to credit against the sinking fund requirement due
     on August 1 of any year pursuant to subparagraph (e)(1) shares
     of such series theretofore purchased or otherwise acquired by
     the Corporation (other than pursuant to the option provided by
     subparagraph (e)(2)) and not previously credited against any
     such sinking fund requirement.

          (f)  The shares of such series shall not have any rights
     to convert the same into and/or purchase stock of any other
     series or class or any other securities, or have any special
     rights other than those specified herein.