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                             II.  PREFERENCE STOCK

     1. ISSUANCE IN SERIES.  The Preference Stock may be issued in one or more
series, consisting of (i) "$2 Noncumulative Convertible Preference Stock"
(hereinafter referred to as the "$2 Preference Stock") and (ii) such other
series as may be established and designated from time to time by the board of
directors as hereinafter provided.  The powers, preferences and relative and
other special rights and the qualifications, limitations and restrictions of the
$2 Preference Stock are fixed and determined by this Certificate of
Incorporation.  The board of directors is hereby vested with authority to
establish and designate any unissued shares of Preference Stock as additional
shares of any existing series of such stock or as a new series of such stock
and, subject to the prior rights of the holders of any outstanding Preferred
Stock as set forth in Part I of this Article FOURTH or in any resolution of the
board of directors providing for the issuance of any series of Preferred Stock,
the voting powers, full or limited, or the absence of voting powers, and the
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions of the Preference
Stock of any such new series shall be such as are stated and expressed herein
and, to the extent not stated and expressed herein, shall be such as may be
fixed by the board of directors and stated and expressed in a resolution or
resolutions adopted by the board of directors providing for the issuance of
Preference Stock of such series.  Such resolution or resolutions shall (a)
specify the series to which such Preference Stock shall belong, (b) specify the
annual rate of dividends, if any, payable on shares of such series, (c) fix the
amount, if any, which the holders of shares of such series shall be entitled to
be paid in the event of any liquidation, dissolution or winding up of the
corporation, and (d) state at what times and under what conditions the shares of
such series shall be redeemable and the amount or amounts payable thereon in the
event of redemption; and may, in a manner not inconsistent with the provisions
of this Article FOURTH, (i) limit the number of shares of such series which may
be issued, (ii) provide for a sinking fund for the purchase or redemption, or a
purchase fund for the purchase, of shares of such series and the terms and
provisions governing the operation of any such fund and the status as to
reissuance of shares purchased or otherwise reacquired or redeemed or retired
through the operation thereof, and that so long as the corporation is in default
as to such sinking or purchase fund the corporation shall not (with such
exceptions, if any, as may be provided) pay any dividends upon or purchase or
redeem shares of capital stock ranking junior to the Preference Stock with
respect to dividends or distribution of assets upon liquidation (referred to in
this Part II as "junior stock"), (iii) grant voting rights to the holders of
shares of such series, in addition to and not inconsistent with those granted by
this Part II of Article FOURTH to the holders of Preference Stock, (iv) impose
conditions or restrictions upon the creation of indebtedness of the corporation
or upon the issue of additional Preference Stock or other capital stock ranking
on a parity therewith or prior thereto with respect to dividends or distribution
of assets upon liquidation, (v) impose conditions or restrictions upon the
payment of dividends upon, or the making of other distributions to, or the
acquisition of, junior stock, (vi) grant to the holders of such series the right
to convert such shares into shares of junior stock, and (vii) grant such other
special rights to the holders of shares of such series as the board of directors
may determine and as shall not be inconsistent with the provisions of this
Article FOURTH.  The term fixed for such series and similar terms as used in
this Part II of Article FOURTH shall mean stated and expressed in this Part II
of Article FOURTH or in a resolution or

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