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the best assurance that the decisions of the directors
will be made in the best interest of all the stockholders, rather
than for the benefit of special interest groups.

     Cumulative voting tends to produce special interest
directors beholden to the narrow interests of those who elect
them, even though such interests may be adverse to the overall
welfare of the Corporation and the stockholders as a whole.  A
board encumbered by such conflicting factions could impede the
ability of the Company to arrive at decisions that represent the
long-term interest of all stockholders and to react timely and
decisively in critical situations.  The factionalism caused
by cumulative voting could also deter independent persons of
standing and reputation from serving on the Board and reduce the
sense of cooperation and confidence which the Board presently
maintains.

     Neither Delaware, the State in which the Company and most
major publicly-owned corporations are incorporated, nor the Model
Business Corporation Act, which reflects a consensus of the
academic and practicing legal community, requires cumulative
voting.  This is in accord with the Board's belief that the
principle of majority rule is the appropriate one for the
election of directors.

     Under the corporation law of the State of Delaware, the
action recommended in this proposal could be taken only if the
Board of Directors recommended an amendment to the Corporation's
Restated Certificate of Incorporation establishing cumulative
voting and directed that the amendment be submitted to a vote of
the Company's stockholders.  The Company's Board of Directors has
not recommended, and does not recommend, such an amendment. 
Therefore, a vote in favor of this proposal would be only an
advisory recommendation to the Board of Directors that it take
steps to initiate such an amendment.

     At certain annual meetings of stockholders of, among others,
Florida Power & Light Company, FPL Group, Inc., Rockefeller
Center Properties, Inc., Citicorp, The Chase Manhattan
Corporation and Chemical Banking Corporation, Mr. Gilbert
submitted similar cumulative voting proposals.  At all such
meetings, the proposals were overwhelmingly rejected by the
stockholders.

Vote Required

     The affirmative vote of a majority of the total number of
shares of Common Stock, $6 Preferred Stock and $2 Preference
Stock represented at the meeting is required to approve the
Stockholder Proposal.

     The Board of Directors recommends a vote AGAINST the
Stockholder Proposal.

                               OTHER MATTERS

     The Board of Directors knows of no other matter to be
presented at the 1994 Annual Meeting of Stockholders.  If any
additional matter should be presented properly, it is intended
that the enclosed proxy will be voted in accordance with the
discretion of the persons named in the proxy.

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