

Exhibit 7





                               AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                        OF
                          NORTHERN POWER WISCONSIN CORP.
                            (a Wisconsin corporation)


                   These Restated Articles of Incorporation supersede
         and take the place of the existing Articles of Incorporation
         and all prior amendments thereto and restatements thereof.

                  ARTICLE I.  NAME, REGISTERED OFFICE AND AGENT

                   The name of this corporation shall be NORTHERN POWER
         WISCONSIN CORP.  At the time of the adoption of these Articles,
         the address of the registered office of the Corporation is 44
         East Mifflin Street, Madison, Wisconsin 53703 and its regis-
         tered agent at such address is C T CORPORATION SYSTEM.

                               ARTICLE II.  PURPOSE

                   The corporation is organized to engage in any lawful
         activity within the purposes for which a corporation may be
         organized under the WBCL, including but not limited to acquir-
         ing, maintaining and operating facilities by or through which
         the corporation can provide communication, transportation, wa-
         ter, light, heat, or power to the public and to acquire and
         hold rights and franchises for the occupation and use of prop-
         erty for providing public utility services.

                              ARTICLE III.  DURATION

                   The period of duration of this Corporation shall be
         perpetual.

                              ARTICLE IV.  DIRECTORS

         1.   Board of Directors

                   The management of this Corporation shall be vested in
         a Board of Directors composed of not less than three (3) and
         not more than seventeen (17) members, who shall be elected by
         the stockholders of the Corporation in the manner provided by
         the Bylaws.  It shall not be necessary that directors be
         stockholders in the Corporation.  The number of directors shall
         be fixed from time to time by the Bylaws, and such number may
         be increased or decreased within the above limits in such man-
         ner as may be provided by the Bylaws.  Vacancies in the Board
         caused by an increase in the number of directors or by death,



                                       -1-<PAGE>







         resignation, disqualification, or other cause, may be filled by
         the remaining directors or by the stockholders at an annual or
         special meeting, as may be provided by the Bylaws.

                     ARTICLE V.  DESCRIPTION OF CAPITAL STOCK

                   The total authorized number of shares that may be
         issued by the Corporation and that the Corporation will hence-
         forth be authorized to have is one hundred sixty-seven million
         (167,000,000) of the par value per share hereinafter set forth.

                   A description of the classes of shares and a state-
         ment of the number of shares in each class and the relative
         rights, voting power, and preferences granted to and restric-
         tions imposed upon the shares of each class are as follows:


         1.  Authorized Number and Classes of Shares.

                   Such shares shall be divided into two classes to be
         designated, respectively, Preferred Stock and Common Stock.
         The total authorized number of shares of Preferred Stock is
         seven million (7,000,000) having a par value of one hundred
         dollars ($100) per share, and the total authorized number of
         shares of Common Stock is one hundred sixty million
         (160,000,000) having a par value of two dollars and fifty cents
         ($2.50) per share.


         2.   Issuance and Terms of Preferred Stock

                   The Preferred Stock may be issued in series, each of
         which series shall have such distinctive designation as may be
         fixed by the Board of Directors prior to the issuance or al-
         lotment of any share of such series, provided that such des-
         ignation shall in each case include the words "Preferred
         Stock".  The Board of Directors is hereby authorized, within
         the limitations and restrictions hereinafter stated and within
         the limits of the WBCL, to fix from time to time, in respect of
         shares of Preferred Stock at the time unallotted, the dividend
         rates and times of payment, the redemption price, and liquida-
         tion price or preference as to assets in voluntary liquidation
         of the shares of any series of Preferred Stock (except the se-
         ries designated "Cumulative Preferred Stock, $3.60 Series," in
         respect of which such provisions are hereinafter set forth) and
         the number of shares constituting any series of Preferred
         Stock.





                                       -2-<PAGE>







         3.   Preferences of Preferred Stock

              a.   Dividends

                   The holders of shares of Preferred Stock, irrespec-
         tive of the series thereof, shall be entitled to receive in
         preference to the Common Stock, when and as declared by the
         Board of Directors of the Corporation, out of its net earnings
         or surplus, cumulative dividends at such rate as shall have
         been fixed for the series of which such shares are a part, and
         no more, payable to shareholders of record on such dates and
         for such dividend periods as shall be fixed by the Board of
         Directors of the Corporation.  So long as dividends are in de-
         fault in whole or in part on a series of Preferred Stock for
         any prior dividend period for such series of Preferred Stock,
         any dividends on the Preferred Stock shall be divided among the
         outstanding series of Preferred Stock for which dividends are
         accumulated and unpaid for any prior dividend period applicable
         thereto in proportion to the aggregate amounts that then would
         be distributable to the holders of Preferred Stock of each such
         series if all dividends accumulated thereon and unpaid for all
         prior dividend periods applicable thereto were paid and de-
         clared thereon.  Dividends on each share of Preferred Stock
         shall begin to accrue on the first day of the dividend period
         during which the original issue of a certificate for such share
         shall occur; provided, however, that, in the case of any series
         of Preferred Stock issued in exchange for a series of preferred
         stock, par value $2.50 per share of Northern States Power Com-
         pany, a Minnesota corporation, which was created after May 6,
         1970, the Board of Directors, in its discretion, may fix the
         date of original issue of the shares of such series as the date
         from which dividends shall accrue.

              b.   Liquidation and Dissolution

                   In the event of any distribution of assets of the
         Corporation other than by dividends from net earnings or sur-
         plus, whether upon voluntary liquidation or dissolution or upon
         involuntary liquidation or dissolution of the Corporation, the
         holders of the shares of Preferred Stock shall be entitled, in
         preference to the Common Stock, to one hundred dollars ($100)
         per share in the case of involuntary liquidation or dissolution
         and to such amount per share in the case of voluntary liquida-
         tion or dissolution (which may differ from that payable in in-
         voluntary liquidation or dissolution) as shall have been fixed
         by the Board of Directors for the shares of the series of which
         they are a part, plus in each case an amount equal to all div-
         idends accumulated and unpaid thereon, and no more.  The con-
         solidation or merger of this Corporation with or into any other



                                       -3-<PAGE>







         corporation or corporations shall not be deemed to be distri-
         bution of assets or liquidation or dissolution of the Corpora-
         tion within the meaning of any provisions hereof.

                   If upon any such distribution of assets of the Cor-
         poration the assets distributable among the holders of the
         Preferred Stock of all series shall be insufficient to pay in
         full the amounts to which the holders of Preferred Stock of all
         series are entitled under the foregoing provisions, the amount
         distributable to the holders of all shares of Preferred Stock
         of all series shall be apportioned among them ratably in pro-
         portion to the amounts to which they are, respectively, enti-
         tled in accordance with such foregoing provisions.

              c.   Dividend Arrearages

                   Dividends may be paid upon the Common Stock only when
         dividends have been paid, or declared and set apart for payment
         in full, on the Preferred Stock of all series from the date on
         which dividends thereon began to accrue to the beginning of the
         current dividend periods, but whenever all such dividends have
         been paid, or declared and funds set apart for the payment
         thereof in full, upon the Preferred Stock of all series then
         dividends upon the Common Stock may be declared, payable then
         or thereafter out of any net earnings or surplus then remain-
         ing.  The holders of Preferred Stock shall not be entitled to
         receive any amounts upon any distribution of the assets of the
         Corporation other than by dividends from net earnings or sur-
         plus in excess of the amount to which they are, respectively,
         entitled in accordance with the foregoing provisions hereof,
         but after the payment of such amounts in accordance with the
         provisions hereinabove set forth, the holders of Common Stock,
         subject to the rights of holders of stock of any other class
         hereafter authorized, shall receive all further amounts in
         distribution of such assets of the Corporation.

         4.   Redemption of Preferred Stock

                   The Corporation, at its option, may at any time and
         from time to time redeem the whole or any part of the Preferred
         Stock of any series or all series, upon at least thirty days'
         previous notice by mail or publication given to the holders of
         record of the shares to be redeemed or upon such other period
         and form of notice as shall be fixed by the Board of Directors
         in the resolution establishing such series, by paying for each
         share to be redeemed the redemption price which shall have been
         fixed, as herein provided, for the shares of the series of
         which it is a part plus in each case an amount equal to the
         dividends upon such shares so to be redeemed at the rate or
         rates fixed with respect to such shares from the date or dates


                                       -4-<PAGE>







         on which dividends on such shares began to accrue to the date
         fixed for the redemption thereof less the amount of dividends
         theretofore paid thereon, such payment to be made only on pre-
         sentation and surrender for cancellation of the certificate or
         certificates representing the share or shares so called for
         redemption properly endorsed or assigned by the owner of record
         thereof.  If less than all the outstanding shares of the Pre-
         ferred Stock are to be redeemed, the shares to be redeemed
         shall be determined by the Board of Directors of the Corpora-
         tion, either by lot, or by redemption pro rata, as the Board of
         Directors see fit.  If the notice of redemption hereinabove
         provided for shall have been given as hereinabove provided and
         if on or before the redemption date specified in such notice
         funds necessary for the redemption of the share or shares to be
         redeemed shall have been set apart, as a trust fund, so as to
         be available therefor, then notwithstanding that any certifi-
         cate for the shares of Preferred Stock so to be redeemed shall
         not have been surrendered for cancellation, the shares repre-
         sented thereby from and after the date of redemption so speci-
         fied shall no longer be deemed outstanding and the right to
         receive dividends thereon shall cease to accrue and all rights
         of the holders of the shares to be redeemed as shareholders of
         the Corporation, except the right to receive the redemption
         price without interest upon endorsement and surrender of the
         certificates for said shares so redeemed, shall cease and ter-
         minate.

         5.   Voting Rights

              a.   Number of Votes

                   The holders of the Preferred Stock (other than Pre-
         ferred Stock of the series designated "Cumulative Preferred
         Stock, $3.60 Series") shall be entitled to one vote for each
         share thereof held by them, the holders of Preferred Stock
         heretofore or hereafter issued of the series designated "Cumu-
         lative Preferred Stock, $3.60 Series" shall be entitled to
         three votes for each share thereof held by them, and the hold-
         ers of the Common Stock shall be entitled to one vote for each
         share thereof held by them; provided, however, that:

                        (i)  If and when dividends payable on the Pre-
                   ferred Stock of any series at the time outstanding
                   are in default in an amount equivalent to the amount
                   payable thereon during the immediately preceding
                   twelve month period, and until such default shall
                   have been remedied as hereinafter provided, the pre-
                   ferred shareholders, voting as a class and without
                   regard to series, shall be entitled to elect the
                   smallest number of directors necessary to constitute


                                       -5-<PAGE>







                   a majority of the full Board of Directors, and the
                   common shareholders, voting separately as a class,
                   shall be entitled to elect the remaining directors of
                   the Corporation.  Upon accrual of such special right
                   of the Preferred Stock, a meeting of the preferred
                   and the common shareholders for the election of di-
                   rectors shall be held upon notice promptly given as
                   provided in the Bylaws for a special meeting by the
                   President or the Secretary of the Corporation.  If
                   within fifteen days after the accrual of such special
                   right of the Preferred Stock the President and the
                   Secretary of the Corporation shall fail to call such
                   meeting, then such meeting shall be held upon notice,
                   as provided in the Bylaws for a special meeting,
                   given by the holders of not less than 1,000 shares of
                   the Preferred Stock after filing with the Corporation
                   of notice of their intention to do so.  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 preferred shareholders, whether or not the common
                   shareholders shall at the time of such termination
                   have elected the remaining directors of the Corpora-
                   tion; thereafter during the continuance of such spe-
                   cial right of the Preferred Stock to elect a majority
                   of the Board of Directors, the holders of such stock,
                   voting as a class, shall be entitled to elect a ma-
                   jority of the 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; and all directors so elected, whether at
                   such special meeting or any adjournment thereof, or
                   at any subsequent annual meeting for the election of
                   directors, held during the continuance of such spe-
                   cial right, shall hold office until the next suc-
                   ceeding annual election and until their respective
                   successors, elected by the preferred shareholders,
                   voting as a class, and the common shareholders, vot-
                   ing as a class, are elected and qualified, unless
                   their terms of office shall be sooner terminated as
                   hereinafter provided.  However, if and when all div-
                   idends then in default on the Preferred Stock shall
                   thereafter be paid (and such dividends shall be de-
                   clared and paid out of any funds legally available
                   therefor as soon as reasonably practicable), the
                   Preferred Stock shall thereupon be divested of such
                   special right herein provided for to elect a majority
                   of the Board of Directors, but subject always to the
                   same provisions for the vesting of such special right



                                       -6-<PAGE>







                   in such stock in the case of any similar future de-
                   fault or defaults, and the election of directors by
                   the preferred and common shareholders, voting without
                   regard to class, shall take place at the next suc-
                   ceeding annual meeting for the election of directors,
                   or at any adjournment thereof.  The terms of office
                   of all persons who may be directors of the Corpora-
                   tion at the time of such divestment shall terminate
                   upon the election of the directors at such annual
                   meeting or adjournment thereof.

              b.   First Meeting for Election of Directors

                   At the first meeting for the election of directors
         after any accrual of the special right of the preferred share-
         holders to elect a majority of the Board of Directors, as pro-
         vided above, and at any subsequent annual meeting for the
         election of directors held during the continuance of such spe-
         cial right, the presence in person or by proxy of the holders
         of record of a majority of the outstanding shares of Preferred
         Stock without regard to series shall be necessary to constitute
         a quorum for the election of the directors whom the preferred
         shareholders are entitled to elect, and the presence in person
         or by proxy of the holders of record of a majority of the out-
         standing shares of Common Stock shall be necessary to consti-
         tute a quorum for the election of the directors whom the common
         shareholders are entitled to elect.  If at any such meeting
         there shall not be such a quorum of the preferred shareholders,
         the meeting shall be adjourned from time to time without notice
         other than announcement at the meeting until such quorum shall
         have been obtained; provided that, if such quorum shall not
         have been obtained within ninety (90) days from the date of
         such meeting as originally called (or, in the case of any an-
         nual meeting held during the continuance of such special right,
         from the date for such annual meeting), the presence in person
         or by proxy of the holders of record of one-third of the out-
         standing shares of the Preferred Stock, without regard to se-
         ries, shall then be sufficient to constitute a quorum for the
         election of the directors whom such shareholders are then en-
         titled to elect.  The absence of a quorum of the preferred
         shareholders as a class or of the common shareholders as a
         class shall not, except as hereinafter provided for, prevent or
         invalidate the election by the other class of shareholders of
         the directors whom they are entitled to elect, if the necessary
         quorum of shareholders of such other class is present in person
         or represented by proxy at any such meeting or any adjournment
         thereof.  However, at the first meeting for the election of
         directors after any accrual of the special right of the pre-
         ferred shareholders to elect a majority of the Board of Direc-
         tors, the absence of a quorum of the preferred shareholders


                                       -7-<PAGE>







         shall prevent the election of directors by the common share-
         holders, until a quorum of the preferred shareholders shall be
         obtained.

              c.   Cumulative Voting

                   The holders of shares of stock of any class entitled
         to vote at a meeting for the election of directors shall have
         the right to cumulate their votes at such election in the man-
         ner provided by the WBCL.

         6.   Special Voting Rights of Preferred Stock

              a.   Act Requiring Majority Vote of Preferred Stock

                   So long as any of the Preferred Stock is outstanding,
         the Corporation shall not, without the consent (given in writ-
         ing or by vote at a meeting duly called for the purpose in ac-
         cordance with the provisions of the Bylaws) of the holders of a
         majority of the total number of shares of such stock, without
         regard to series, present or represented by proxy at such
         meeting, at which meeting a quorum as hereinafter provided
         shall be present or represented by proxy;

                        (i)  Issue any unsecured notes, debentures, or
                   other securities representing unsecured indebtedness,
                   or assume any such unsecured securities, for purposes
                   other than the refunding of outstanding unsecured
                   securities theretofore issued or assumed by the Cor-
                   poration or the redemption or other retirement of
                   outstanding shares of one or more series of the Pre-
                   ferred Stock, if, immediately after such issue or
                   assumption, the total principal amount of all unse-
                   cured notes, debentures, or other securities repre-
                   senting unsecured indebtedness issued or assumed by
                   the Corporation and then outstanding (including un-
                   secured securities then to be issued or assumed)
                   would exceed twenty percent (20%) of the aggregate of
                   (a) the total principal amount of all bonds or other
                   securities representing secured indebtedness issued
                   or assumed by the Corporation and then to be out-
                   standing, and (b) the capital and surplus of the
                   Corporation (including all earned surplus, paid-in
                   surplus, capital surplus, or other surplus of the
                   Corporation) as then to be stated on the books of
                   account of the Corporation; or

                       (ii)  merge or consolidate with or into any other
                   corporation or corporations, unless such merger or
                   consolidation, or the issuance of assumption of all


                                       -8-<PAGE>







                   securities to be issued or assumed in connection with
                   any such merger or consolidation, shall have been
                   ordered, approved, or permitted by the Securities and
                   Exchange Commission under the provisions of the Pub-
                   lic Utility Holding Company Act of 1935 or by any
                   successor commission or regulatory authority of the
                   United States of America having jurisdiction in the
                   premises; provided that the provisions of this clause
                   (ii) shall not apply to a purchase or other acquisi-
                   tion by the Corporation of the franchises or other
                   assets of another corporation, or otherwise apply in
                   any matter which does not involve a merger or con-
                   solidation.

              b.   Quorum of Preferred Stockholders

                   For the purpose of this Section 6, the presence in
         person or by proxy of the holders or record of a majority of
         the outstanding shares of Preferred Stock, without regard to
         series, shall be necessary to constitute a quorum; provided,
         that if such quorum shall not have been obtained at such meet-
         ing or at any adjournment thereof within thirty (30) days from
         the date of such meeting as originally called, the presence in
         person or by proxy of the holders of record of one-third (1/3)
         of the outstanding shares of such stock, without regard to se-
         ries, shall then be sufficient to constitute a quorum; and
         provided further that in the absence of a quorum, such meeting
         or any adjournment thereof may be adjourned from time to time
         by the officer or officers of the Corporation who shall have
         called the meeting (but at intervals of not less than seven
         days unless all shareholders present or represented by proxy
         shall agree to a shorter interval) without notice other than
         announcement at the meeting until a quorum as above provided
         shall be obtained.

              c.   Acts which Include Redemption of Preferred Stock

                   No vote or consent of the holders of any series of
         the Preferred Stock shall be required, however, if, at or prior
         to the issue of any such securities representing unsecured in-
         debtedness, or such consolidation, merger, or sale, provision
         is made for the redemption or other retirement of all shares of
         such series then outstanding.

              d.   Additional to Other Voting Requirements

                   The provisions set forth in this Section 6 are in
         addition to any other vote required by any provision of the
         Articles of Incorporation of the Corporation, as amended, or
         applicable statute, and shall be so construed.


                                       -9-<PAGE>







         7.   Issuance in Amount of Preferred Stock

                   So long as any of the Preferred Stock is outstanding,
         the Corporation shall not, without the consent (given by vote
         at a meeting duly called for the purpose in accordance with the
         provisions of the Bylaws) of the holders of a majority of the
         total number of shares of such stock then outstanding, without
         regard to class or series, present or represented by proxy at
         such meeting, increase the total authorized amount of Preferred
         Stock (other than as authorized by this Article V) or authorize
         any other preferred stock ranking on a parity with the Prefer-
         red Stock as to assets or dividends (other than through the
         reclassification of then authorized but unissued shares of
         Preferred Stock into shares of such other preferred stock).

         8.   Issuance of Stock Preferred over Preferred Stock

                   So long as any of the Preferred Stock is outstanding,
         the Corporation shall not, without the consent (given by vote
         at a meeting duly called for the purpose in accordance with the
         provisions of the Bylaws) of the holders of at least sixty-six
         and two-thirds per cent (66-2/3%) of the total number of shares
         of Preferred Stock, without regard to series, then outstanding,
         present or represented by proxy at such meeting, authorize any
         class of stock which shall be preferred as to assets or divi-
         dends over the Preferred Stock; or, without the consent of the
         holders of at least sixty-six and two-thirds percent (66-2/3%)
         of the total number of shares of Preferred Stock then out-
         standing, given as above provided in this Section 8, amend the
         Articles of Incorporation, to change the express terms and
         provisions of the Preferred Stock in any manner substantially
         prejudicial to the holders thereof.

         9.   Effecting and Validating Additional Stock or Securities
              Convertible into Stock

                   So long as any shares of Preferred Stock are out-
         standing, the consent of the holders of at least two-thirds
         (2/3) of the Preferred Stock at the time outstanding, voting as
         a class and without regard to series, given in person or by
         proxy, either in writing or by vote at any meeting called for
         the purpose, shall be necessary for effecting or validating the
         issue of any additional shares of Preferred Stock (other than
         and not exceeding 275,000 shares of the Cumulative Preferred
         Stock, $3.60 Series), or any shares of stock, or of any secu-
         rity convertible into stock, of any class ranking on a parity
         with the Preferred Stock, unless





                                       -10-<PAGE>







                        (i)  the net income of the Corporation (deter-
                   mined as hereinafter provided) for any twelve con-
                   secutive calendar months within the fifteen calendar
                   months immediately preceding the month within which
                   the issuance of such additional shares is authorized
                   by the Board of Directors of the Corporation shall
                   have been in the aggregate not less than one and one-
                   half times the sum of the interest requirements for
                   one year on all of the indebtedness of the Corpora-
                   tion to be outstanding at the date of such proposed
                   issue and the full dividend requirements for one year
                   on all shares of Preferred Stock, and all other
                   stock, if any, ranking prior to or on a parity with
                   the Preferred Stock, to be outstanding at the date of
                   such proposed issue, including the shares then pro-
                   posed to be issued but excluding any such indebted-
                   ness and any such shares proposed to be retired in
                   connection with such proposed issue.  For purposes of
                   calculating the dividend requirements for one year
                   applicable to any series of Preferred Stock proposed
                   to be issued which will have dividends determined
                   according to an adjustable, floating or variable
                   rate, the dividend rate used shall be the higher of
                   (A) the dividend rate applicable to such series of
                   Preferred Stock on the date of such calculation, or
                   (B) the average dividend rate payable on all series
                   of Preferred Stock outstanding during the twelve
                   month period immediately preceding the date of such
                   calculation.  For purposes of calculating the divi-
                   dend or interest requirements for one year applicable
                   to any series of Preferred Stock or indebtedness
                   outstanding at the date of such proposed issue and
                   having dividends or interest determined according to
                   an adjustable, floating or variable rate, the divi-
                   dend or interest rate used shall be:  (A) if such
                   series of Preferred Stock or indebtedness has been
                   outstanding for at least twelve months, the actual
                   amount of dividends or interest paid on account of
                   such series of Preferred Stock or indebtedness for
                   the twelve month period immediately preceding the
                   date of such calculation, or (B) if such series of
                   Preferred Stock or indebtedness has been outstanding
                   for less than twelve months, the higher of (1) the
                   dividend or interest rate applicable to such series
                   of Preferred Stock or indebtedness on the date of
                   such calculation or (2) the average dividend or in-
                   terest rate payable on all series of Preferred Stock
                   or indebtedness outstanding during the twelve month
                   period immediately preceding the date of such calcu-
                   lation.  "Net income" for any period for the purpose


                                       -11-<PAGE>







                   of this Section 9 shall be computed by adding to the
                   net income of the Corporation for said period, de-
                   termined in accordance with generally accepted ac-
                   counting practices, as adjusted by action of the
                   Board of Directors of the Corporation as hereinafter
                   provided, the amount deducted for interest before
                   arriving at such net income (adjusted as above pro-
                   vided).  In determining such net income for any pe-
                   riod, there shall be deducted the provisions for de-
                   preciation and depletion as recorded on such books or
                   the minimum amount required therefor under the pro-
                   visions of any then existing trust indenture or
                   supplements thereto of the Corporation, whichever is
                   larger.  In the determination of such net income, the
                   Board of Directors of the Corporation may, in the
                   exercise of due discretion, make adjustments by way
                   of increase or decrease in such net income to give
                   effect to changes therein resulting from any acqui-
                   sition of properties or to any redemption, acqui-
                   sition, purchase, sale, or exchange of securities by
                   the Corporation either prior to the issuance of any
                   shares of Preferred Stock, or stock, or securities
                   convertible into stock, ranking on a parity therewith
                   then to be issued or in connection therewith; and

                       (ii)  the aggregate of the capital of the Corpo-
                   ration applicable to all stock of any class ranking
                   junior to the Preferred Stock, plus the surplus of
                   the Corporation, shall be not less than the aggregate
                   amount payable upon involuntary liquidation, dis-
                   solution, or winding up of the affairs of the Corpo-
                   ration to the holders of all shares of Preferred
                   Stock and of any shares of stock of any class ranking
                   on a parity therewith to be outstanding immediately
                   after such proposed issue, excluding from such com-
                   putation all indebtedness and stock to be retired
                   through such proposed issue.  No portion of the sur-
                   plus of the Corporation utilized to satisfy the
                   foregoing requirements shall be available for divi-
                   dends (other than dividends payable in stock of any
                   class ranking junior to the Preferred Stock) or other
                   distributions upon or in respect of shares of stock
                   of the Corporation of any class ranking junior to the
                   Preferred Stock for the purchase of shares of such
                   junior stock until such number of additional shares
                   of Preferred Stock or of stock, or securities con-
                   vertible into stock, ranking on a parity with the
                   Preferred Stocks are retired or until and to the ex-
                   tent that the capital applicable to such junior stock
                   shall have been increased.


                                       -12-<PAGE>







         10.  Dividends on Common Stock

                   So long as any shares of the Preferred Stock are
         outstanding, the Corporation shall not pay any dividends on its
         Common Stock (other than dividends payable in Common Stock) or
         make any distribution on or purchase or otherwise acquire for
         value any of its Common Stock (each such payment, distribution,
         purchase and/or acquisition being herein referred to as a
         "Common Stock dividend"), except to the extent permitted by the
         following provisions of this Section 10.

              a.   No Common Stock dividend shall be declared or paid in
              an amount which, together with all other Common Stock
              dividends declared in the year ending on (and including)
              the date of the declaration of such Common Stock dividend,
              would in the aggregate exceed fifty per cent (50%) of the
              net income of the Corporation for the period consisting of
              the twelve consecutive calendar months ending on the last
              day of the second calendar month next preceding the dec-
              laration of such Common Stock dividend after deducting
              from such net income, dividends accruing on any preferred
              stock of the Corporation during such period, if at the end
              of such period the ratio (herein referred to as the "cap-
              italization ratio") of the sum of (1) the capital repre-
              sented by the Common Stock (including premiums on capital
              stock) and (2) the surplus accounts, of the Corporation,
              to the sum of (1) the total capital and (2) the surplus
              accounts, of the Corporation (after adjustment of the
              surplus accounts to reflect payment of such Common Stock
              dividend) would be less than twenty per cent (20%).

              b.   If such capitalization ratio, determined as aforesaid
              shall be twenty per cent (20%) or more, but less than
              twenty-five per cent (25%) no Common Stock dividend shall
              be declared or paid in an amount which, together with all
              other Common Stock dividends declared in the year ending
              on [and including] the date of the declaration of such
              Common Stock dividend, would in the aggregate exceed
              seventy-five per cent (75%) of the net income of the Cor-
              poration for the period consisting of the twelve consecu-
              tive calendar months ending on the last day of the second
              calendar month next preceding the declaration of such
              Common Stock dividend after deducting from such net in-
              come, dividends accruing on any preferred stock of the
              Corporation during such period; and

              c.   If such capitalization ratio, determined as afore-
              said, shall be in excess of twenty-five per cent (25%), no
              Common Stock dividend shall be declared or paid which
              would reduce such capitalization ratio to less than


                                       -13-<PAGE>







              twenty-five per cent (25%) except to the extent permitted
              by the next preceding paragraphs (a) and (b) hereof.  For
              the purpose of this condition:

                        (i)  The total capital of the Corporation shall
                   be deemed to consist of the aggregate of (1) the
                   principal amount of all outstanding indebtedness of
                   the Corporation maturing more than one year after the
                   date of issue thereof and (2) the par value of or the
                   stated capital applicable to all outstanding capital
                   stock (including premiums on capital stock) of all
                   classes of the Corporation.  All indebtedness and
                   capital stock owned by the Corporation shall be ex-
                   cluded in determining total capital.  Surplus ac-
                   counts shall be deemed to include all earned surplus,
                   paid-in surplus, capital surplus, or any other sur-
                   plus of the Corporation.

                       (ii)  Such surplus accounts upon which capitali-
                   zation ratios are computed shall be adjusted to
                   eliminate (1) the amount, if any, by which fifteen
                   per cent (15%) of the gross operating revenues of the
                   Corporation (calculated in the manner provided in the
                   covenants relating to payment of Common Stock divi-
                   dends embodied in the indentures and supplemental
                   indentures securing the mortgage bonds of the Corpo-
                   ration) for the entire period from July 1, 1946, to
                   the end of the second calendar month immediately
                   preceding the date of the proposed payment of Common
                   Stock dividends exceeds the total amount expended by
                   the Corporation during such period for maintenance
                   and repairs and the total provision made by the Cor-
                   poration during such period for depreciation, all as
                   shown by the books of the Corporation, and (2) any
                   amounts on the books of the Corporation known or es-
                   timated, if not known, to represent the excess, if
                   any, of recorded value over original cost of used and
                   useful utility plant and other property, and any item
                   set forth on the asset side of the balance sheet of
                   the Corporation as a result of accounting convention,
                   such as unamortized debt discount and expense, capi-
                   tal stock discount and expense, and the excess, if
                   any, of the aggregate amount payable on involuntary
                   dissolution, liquidation, or winding up of the Cor-
                   poration upon all outstanding shares of preferred
                   stock of all series over the aggregate stated or par
                   value of such shares, unless any such amount or item,
                   as the case may be, is being amortized or is being
                   provided for by a reserve; and



                                       -14-<PAGE>







                      (iii)  In computing net income of the Corporation
                   applicable to the Common Stock of the Corporation for
                   any particular twelve (12) months' period for the
                   purposes of this condition, operating expenses, among
                   other things, shall include the greater of (1) the
                   provision for depreciation for such period as re-
                   corded on the books of the Corporation or (2) the
                   amount by which fifteen percent (15%) of the gross
                   operating revenues of the Corporation for such period
                   (calculated in the manner provided in the above men-
                   tioned covenants relating to payment of Common Stock
                   dividends) exceeds the total amount expended by the
                   Corporation during such periods for maintenance and
                   repairs as shown by the books of the Corporation.

         11.  Acceptance of Shares

                   In consideration of the issue by the Corporation, and
         the acceptance by the holders thereof, of shares of the capital
         stock of the Corporation, each and every present and future
         holder of shares of the Preferred Stock, the Common Stock and
         of any stock hereafter authorized by the Corporation shall be
         conclusively deemed, by acquiring or holding such shares, to
         have expressly consented to all and singular the terms and
         provisions of this Article V and to have agreed that the voting
         rights of such holder and the restrictions and qualifications
         thereof shall be as set forth in this Article.

         12.  Outstanding Stock or Evidence of Indebtedness

                   No share of stock or evidence of indebtedness shall
         be deemed to be "outstanding," as that term is used in this
         Article V, if, prior to or concurrently with the event in ref-
         erence to which a determination as to the amount thereof out-
         standing is to be made, the requisite funds for the redemption
         thereof shall be deposited in trust for that purpose and the
         requisite notice for the redemption thereof shall be given or
         the depositary of such funds shall be irrevocably authorized
         and directed to give or complete such notice of redemption.

         13.  Right of Unissued Stock or Other Securities

                   No holder of any stock of the Corporation shall be
         entitled, as of right, to purchase or subscribe for any part of
         any unissued shares of stock of the Corporation or for any ad-
         ditional shares of stock, of any class or series, which may at
         any time be issued, whether now or hereafter authorized, or for
         any rights, options, or warrants to purchase or receive shares
         of stock or for any bonds, certificates of indebtedness, de-
         bentures, or other securities convertible into shares of stock,


                                       -15-<PAGE>







         or any class or series thereof; but any such unissued or addi-
         tional shares, rights, options, or warrants or convertible se-
         curities of the Corporation may, from time to time, be issued
         and disposed of by the Board of Directors to such persons,
         firms, corporations, or associations, and upon such terms, as
         the Board of Directors may, in its discretion, determine,
         without offering any part thereof to any shareholders of any
         class or series then of record; and any shares, rights, options
         or warrants or convertible securities which the Board of Di-
         rectors may at any time determine to offer to shareholders for
         subscription may be offered to holders of shares of any class
         or series at the time existing, to the exclusion of holders of
         shares of any or all other classes or series at the time ex-
         isting, in each case as the Board of Directors may, in its
         discretion, determine.

         14.  Series of Preferred Stock

              a.   Cumulative Preferred Stock, $3.60 Series

                   Anything herein to the contrary notwithstanding,
         there shall be and is hereby created a series of preferred
         stock which is hereby designated "Cumulative Preferred Stock,
         $3.60 Series," dividends on which shares of Cumulative Prefer-
         red Stock, $3.60 Series, shall be payable, if declared, on the
         15th days of January, April, July and October of each year;
         which dividends shall be cumulative from the first day of the
         respective quarter-yearly period in which the respective shares
         of such series shall have been originally issued, the term
         "quarter-yearly period" as used herein referred to the period
         from July 1, 1946, to and including September 30, 1946, and
         thereafter to each quarterly-yearly period of three (3) con-
         secutive months, beginning with October 1, 1946; the dividend
         rate of which series is hereby fixed at Three Dollars and Sixty
         Cents ($3.60) per share per annum; the redemption price of the
         shares of which series is hereby fixed at One Hundred and Five
         Dollars and Seventy-Five Cents ($105.75) per share in case of
         redemption on or prior to September 30, 1951; One Hundred and
         Four Dollars and Seventy-Five Cents ($104.75) per share in case
         of redemption subsequent to September 30, 1951, and on or prior
         to September 30, 1956; and One Hundred and Three Dollars and
         Seventy-Five Cents ($103.75) per share in case of redemption
         subsequent to September 30, 1956, in each case plus the amount
         payable thereon in accordance with the provisions hereof equal
         to the cumulative dividends accrued and unpaid thereon; the
         amount which the shares of such series are entitled to receive
         in preference to the Common Stock upon any distribution of as-
         sets other than by dividends from net earnings or surplus upon
         voluntary liquidation or dissolution of the Corporation is
         hereby fixed at the then redemption price thereof, plus the


                                       -16-<PAGE>







         amount payable thereon in accordance with the provisions hereof
         equal to the cumulative dividends accrued and unpaid thereon;
         the amount which the shares of such series are entitled to re-
         ceive in preference to the Common Stock upon any distribution
         of assets, other than by dividends from net earnings or sur-
         plus, upon any involuntary liquidation or dissolution of the
         Corporation is hereby fixed at One Hundred Dollars ($100) Dol-
         lars per share, plus the amount payable thereon in accordance
         with the provisions hereof equal to the cumulative dividends
         accrued and unpaid thereon.

              b.   Cumulative Preferred Stock, $4.10 Series

                        (i)  There be and there hereby is created from
                   the authorized and unallotted shares of Preferred
                   Stock of the Company, a new series of Preferred Stock
                   of the Company which is hereby designated "Cumulative
                   Preferred Stock, $4.10 Series," and the number of
                   shares constituting said new series is hereby fixed
                   at 175,000 shares.

                       (ii)  The dividend rate of the shares of said new
                   series is hereby fixed at $4.10 per share per annum;
                   dividends on said shares shall be payable on the 15th
                   day of January, April, July and October for the
                   quarter-yearly period ending with the last day of the
                   preceding month, when and as declared by the Board of
                   Directors.

                      (iii)  The redemption price of the shares of said
                   new series is hereby fixed at $105.50 per share in
                   case of redemption on or prior to December 31, 1955;
                   $104.50 per share in case of redemption subsequent to
                   December 31, 1955 and on or prior to December 31,
                   1960; $103.50 per share in case of redemption subse-
                   quent to December 31, 1960 and on or prior to Decem-
                   ber 31, 1965; and $102.50 per share in case of re-
                   demption subsequent to December 31, 1965; plus in
                   each case an amount equal to the dividends at the
                   rate of $4.10 per share per annum from the date div-
                   idends on the shares to be redeemed began to accrue
                   to the date fixed for redemption thereof less the
                   amount of dividends theretofore paid thereon.

                       (iv)  The amount which the shares of said new
                   series are entitled to receive in preference to the
                   Common Stock upon any distribution of assets, other
                   than by dividends from net earnings or surplus, upon
                   any involuntary liquidation or dissolution of the
                   corporation is hereby fixed at $100 per share plus an


                                       -17-<PAGE>







                   amount equal to all dividends accumulated and unpaid
                   thereon and the amount which the shares of said new
                   series are entitled to receive in preference to the
                   Common Stock upon any distribution of assets, other
                   than by dividends from net earnings or surplus, upon
                   voluntary liquidation or dissolution of the Corpora-
                   tion is hereby fixed as the then redemption price,
                   including an amount equal to all dividends accumu-
                   lated and unpaid thereon.

              c.   Cumulative Preferred Stock, $4.08 Series

                        (i)  There be and there hereby is created from
                   the authorized and unallotted shares of Preferred
                   Stock of the Company, a new series of Preferred Stock
                   of the Company which is hereby designated "Cumulative
                   Preferred Stock, $4.08 Series," and the number of
                   shares constituting said new series is hereby fixed
                   at 150,000 shares.

                       (ii)  The dividend rate of the shares of said new
                   series is hereby fixed at $4.08 per share per annum;
                   dividends on said shares shall be payable on the 15th
                   day of January, April, July and October for the
                   quarter-yearly period ending with the last day of the
                   preceding month, when and as declared by the Board of
                   Directors.

                      (iii)  The redemption price of the shares of said
                   new series is hereby fixed at $105 per share in case
                   of redemption on or prior to December 31, 1959; $104
                   per share in case of redemption subsequent to Decem-
                   ber 31, 1959 and on or prior to December 31, 1964;
                   $103 per share in case of redemption subsequent to
                   December 31, 1964 and on or prior to December 31,
                   1969; plus in each case an amount equal to the divi-
                   dends at the rate of $4.08 per share per annum from
                   the date dividends on the shares to be redeemed began
                   to accrue to the date fixed for redemption thereof
                   less the amount of dividends theretofore paid
                   thereon.

                       (iv)  The amount which the shares of said new
                   series are entitled to receive in preference to the
                   Common Stock upon any distribution of assets, other
                   than by dividends from net earnings or surplus, upon
                   voluntary liquidation or dissolution of the corpora-
                   tion is hereby fixed as the then redemption price,
                   including an amount equal to all dividends ac-
                   cumulated and unpaid thereon.


                                       -18-<PAGE>







              d.   Cumulative Preferred Stock, $4.11 Series

                        (i)  There be and there hereby is created from
                   the authorized and unallotted shares of Preferred
                   Stock of the Company, a new series of Preferred Stock
                   of the Company which is hereby designated "Cumulative
                   Preferred Stock, $4.11 Series," and the number of
                   shares constituting said new series is hereby fixed
                   at 200,000 shares.

                       (ii)  The dividend rate of the shares of said new
                   series is hereby fixed at $4.11 per share per annum;
                   dividends on said shares shall be payable on the 15th
                   day of January, April, July and October for the
                   quarter-yearly period ending with the last day of the
                   preceding month, when and as declared by the Board of
                   Directors.

                      (iii)  The redemption prices of the shares of said
                   new series are hereby fixed at $105.732 per share in
                   case of redemption on or prior to December 31, 1959;
                   $104.732 per share in case of redemption subsequent
                   to December 31, 1959 and on or prior to December 31,
                   1964; and $103.732 per share in case of redemption
                   subsequent to December 31, 1964; plus in each case an
                   amount equal to the dividends at the rate of $4.11
                   per share per annum from the date dividends on the
                   shares to be redeemed began to accrue to the date
                   fixed for redemption thereof less the amount of div-
                   idends theretofore paid thereon.

                       (iv)  The amount which the shares of said new
                   series are entitled to receive in preference to the
                   Common Stock upon any distribution of assets, other
                   than by dividends from net earnings or surplus, upon
                   voluntary liquidation or dissolution of the corpora-
                   tion is hereby fixed as the then redemption price,
                   plus an amount equal to all dividends accumulated and
                   unpaid thereon.

              e.   Cumulative Preferred Stock, $4.16 Series

                        (i)  There be and there hereby is created from
                   the authorized and unallotted shares of Preferred
                   Stock of the Company, a new series of Preferred Stock
                   of the Company which is hereby designated "Cumulative
                   Preferred Stock, $4.16 Series," and the number of
                   shares constituting said new series is hereby fixed
                   at 100,000 shares.



                                       -19-<PAGE>







                       (ii)  The dividend rate of the shares of said new
                   series is hereby fixed at $4.16 per share per annum;
                   dividends on said shares shall be payable on the 15th
                   day of January, April, July and October for the
                   quarter-yearly period ending with the last day of the
                   preceding month, when and as declared by the Board of
                   Directors.

                      (iii)  The redemption prices of the shares of said
                   new series are hereby fixed at $106.25 per share in
                   case of redemption on or prior to December 31, 1961;
                   $105.75 per share in case of redemption subsequent to
                   December 31, 1961 and on or prior to December 31,
                   1966; $104.75 per share in case of redemption subse-
                   quent to December 31, 1966 and on or prior to Decem-
                   ber 31, 1971; and $103.75 per share in case of re-
                   demption subsequent to December 31, 1972; plus in
                   each case an amount equal to the dividends at the
                   rate of $4.16 per share per annum from the date div-
                   idends on the shares to be redeemed began to accrue
                   to the date fixed for redemption thereof, less the
                   amount of dividends theretofore paid thereon.

                       (iv)  The amount which the shares of said new
                   series are entitled to receive in preference to the
                   Common Stock upon any distribution of assets, other
                   than by dividends from net earnings or surplus, upon
                   voluntary liquidation or dissolution of the corpora-
                   tion is hereby fixed as the then redemption price,
                   plus an amount equal to all dividends accumulated and
                   unpaid thereon.

              f.   Cumulative Preferred Stock $4.56 Series

                        (i)  There be and there hereby is created from
                   the authorized and unallotted shares of Preferred
                   Stock of the Company, a new series of Preferred Stock
                   of the Company which is hereby designated "Cumulative
                   Preferred Stock, $4.56 Series," and the number of
                   shares constituting said new series is hereby fixed
                   at 150,000 shares.

                       (ii)  The dividend rate of the shares of said new
                   series is hereby fixed at $4.56 per share per annum;
                   dividends on said shares shall be payable on the 15th
                   day of January, April, July and October for the
                   quarter-yearly period ending with the last day of the
                   preceding month, when and as declared by the Board of
                   Directors.



                                       -20-<PAGE>







                      (iii)  The redemption prices of the shares of said
                   new series are hereby fixed at $105.89 per share in
                   case of redemption on or prior to December 31, 1969;
                   $104.75 per share in case of redemption subsequent to
                   December 31, 1969 and on or prior to December 31,
                   1974; $103.61 per share in case of redemption subse-
                   quent to December 31, 1974 and on or prior to Decem-
                   ber 31, 1979; and $102.47 per share in case of re-
                   demption subsequent to December 31, 1979; plus in
                   each case an amount equal to the dividends at the
                   rate of $4.56 per share per annum from the date div-
                   idends on the shares to be redeemed began to accrue
                   to the date fixed for redemption thereof, less the
                   amount of dividends theretofore paid thereon.

                       (iv)  The amount which the shares of said new
                   series are entitled to receive in preference to the
                   Common Stock upon any distribution of assets, other
                   than by dividends from net earnings or surplus, upon
                   voluntary liquidation or dissolution of the corpora-
                   tion is hereby fixed as the then redemption price,
                   including an amount equal to all dividends ac-
                   cumulated and unpaid thereon.

              g.   Cumulative Preferred Stock, $6.80 Series

                        (i)  There be and there hereby is created from
                   the authorized and unallotted shares of Preferred
                   Stock of the Company, a new series of Preferred Stock
                   of the Company which is hereby designated "Cumulative
                   Preferred Stock, $6.80 Series," and the number of
                   shares constituting said new series is hereby fixed
                   at 200,000 shares.

                       (ii)  The dividend rate of the shares of said new
                   series is hereby fixed at $6.80 per share per annum;
                   dividends on said shares shall be payable on the 15th
                   day of January, April, July and October for the
                   quarter-yearly period ending with the last day of the
                   preceding month, when and as declared by the Board of
                   Directors.

                      (iii)  The redemption prices of the shares of said
                   new series are hereby fixed at $106.29 per share in
                   case of redemption on or prior to December 31, 1973;
                   $105.59 per share in case of redemption subsequent to
                   December 31, 1973 and on or prior to December 31,





                                       -21-<PAGE>







                   1978; $104.89 per share in case of redemption subse-
                   quent to December 31, 1978 and on or prior to Decem-
                   ber 31, 1983; and $103.19 per share in case of re-
                   demption subsequent to December 31, 1983; plus in
                   each case an amount equal to the dividends at the
                   rate of $6.80 per share per annum from the date div-
                   idends on the shares to be redeemed begin to accrue
                   to the date fixed for redemption thereof, less the
                   amount of dividends theretofore paid thereon; pro-
                   vided, however, that the shares of said new series
                   shall not be redeemable prior to May 1, 1973 from the
                   proceeds of any refunding of shares of said new se-
                   ries through the incurring of debt, or through the
                   issuance of preferred stock ranking equally with or
                   prior to the shares of said new series as to divi-
                   dends or on liquidation, if such debt has an effec-
                   tive interest cost or such preferred stock has an
                   effective dividend cost to the Company of less than
                   the effective dividend cost to the Company of the
                   said new series.

                       (iv)  The amount which the shares of said new
                   series are entitled to receive in preference to the
                   Common Stock upon any distribution of assets, other
                   than by dividends from net earnings or surplus, upon
                   voluntary liquidation or dissolution of the corpora-
                   tion is hereby fixed as the then redemption price,
                   plus an amount equal to all dividends accumulated and
                   unpaid thereon.

              h.   Cumulative Preferred Stock, $7.00 Series

                        (i)  There be and there hereby is created from
                   the authorized and unallotted shares of Preferred
                   Stock of the Company, a new series of Preferred Stock
                   of the Company which is hereby designated "Cumulative
                   Preferred Stock $7.00 Series," and the number of
                   shares constituting said new series is hereby fixed
                   at 200,000 shares.

                       (ii)  The dividend rate of the shares of said new
                   series is hereby fixed at $7.00 per share per annum;
                   dividends on said shares shall be payable on the 15th
                   day of January, April, July and October for the
                   quarter-yearly period ending with the last day of the
                   preceding month, when and as declared by the Board of
                   Directors.

                      (iii)  The redemption prices of the shares of said
                   new series are hereby fixed at $108.45 per share in


                                       -22-<PAGE>







                   case of redemption on or prior to December 31, 1974;
                   $106.79 per share in case of redemption subsequent to
                   December 31, 1974 and on or prior to December 31,
                   1979; $104.95 per share in case of redemption subse-
                   quent to December 31, 1979 and on or prior to Decem-
                   ber 31, 1984; and $103.20 per share in case of re-
                   demption subsequent to December 31, 1984; plus in
                   each case an amount equal to the dividends at the
                   rate of $7.00 per share per annum from the date div-
                   idends on the shares to be redeemed begin to accrue
                   to the date fixed for redemption thereof less the
                   amount of dividends theretofore paid thereon; pro-
                   vided, however, that the shares of said new series
                   shall not be redeemable prior to January 1, 1974 from
                   the proceeds of any refunding of shares of said new
                   series through the incurring of debt, or through the
                   issuance of preferred stock ranking equally with or
                   prior to the shares of said new series as to divi-
                   dends or on liquidation, if such debt has an effec-
                   tive interest cost or such preferred stock has an
                   effective dividend cost to the Company of less than
                   the effective dividend cost to the Company of the
                   said new series.

                       (iv)  The amount which the shares of said new
                   series are entitled to receive in preference to the
                   Common Stock upon any distribution of assets, other
                   than by dividends from net earnings or surplus, upon
                   voluntary liquidation or dissolution of the corpora-
                   tion is hereby fixed as the then redemption price,
                   plus an amount equal to all dividends accumulated and
                   unpaid thereon.

              i.   Cumulative Preferred Stock, Adjustable Rate Series A

                        (i)  There be and there hereby is created from
                   the authorized and unallocated shares of Cumulative
                   Preferred Stock of the Company, a new series of Cu-
                   mulative Preferred Stock of the Company which is
                   hereby designated "Cumulative Preferred Stock, Ad-
                   justable Rate Series A" and the number of shares
                   constituting said new series is hereby fixed at
                   300,000 shares.

                       (ii)  The dividend rate of the shares of said new
                   series of Cumulative Preferred Stock is hereby fixed
                   at:  (A) 6.15% per annum for the initial dividend
                   period from and including the date of original issu-
                   ance through June 30, 1986 and (B) the Applicable
                   Rate, as hereinafter defined, from time to time in


                                       -23-<PAGE>







                   effect, for each subsequent dividend period; divi-
                   dends on said shares, when and as declared by the
                   Board of Directors, shall be payable on the 15th day
                   of January, April, July and October for the quarter-
                   yearly period ending with the last day of the pre-
                   ceding month; except that the dividend period for the
                   first such dividend shall begin with and include the
                   date of original issuance; the dividends payable on
                   said new series of Cumulative Preferred Stock for the
                   period from and including the date of original issu-
                   ance of said new series of Cumulative Preferred Stock
                   to and including June 30, 1986 and for any period
                   less than a full quarterly dividend period shall be
                   computed on the basis of a 360-day year of twelve 30-
                   day months and the actual number of days elapsed in
                   the period for which the dividends are payable; the
                   dividends payable for each full quarterly dividend
                   period commencing after June 30, 1986 shall be com-
                   puted by dividing the Applicable Rate for such divi-
                   dend period by four (rounded to the nearest one-
                   hundredth of a percent) and applying such computed
                   rate against the par value per share of said new se-
                   ries of Cumulative Preferred Stock.

                        The Applicable Rate with respect to each divi-
                   dend period will be calculated as promptly as prac-
                   ticable by the Company according to the appropriate
                   method described herein.  The Company will cause no-
                   tice of such Applicable Rate to be enclosed with, or
                   mailed concurrently with, the dividend payment checks
                   next mailed to the holders of shares of said new se-
                   ries of Cumulative Preferred Stock.

                        Applicable Rate.  Except as provided below in
                   this paragraph, the "Applicable Rate" for any divi-
                   dend period will be equal to 76% of the highest of:
                   (A) the Treasury Bill Rate, (B) the Ten Year Constant
                   Maturity Rate and (C) the Thirty Year Constant Matu-
                   rity Rate (each as hereinafter defined) for such
                   dividend period.  If the Company determines, in good
                   faith, that for any reason one or more of (A) the
                   Treasury Bill Rate, (B) the Ten Year Constant Matu-
                   rity Rate, and (C) the Thirty Year Constant Maturity
                   Rate cannot be determined for any dividend period,
                   then the Applicable Rate for such dividend period
                   shall be based on the higher of whichever such rates
                   can be so determined.  If the Company determines, in
                   good faith, that neither (A) the Treasury Bill Rate,
                   (B) the Ten Year Constant Maturity Rate nor (C) the
                   Thirty Year Constant Maturity Rate can be determined


                                       -24-<PAGE>







                   for any dividend period, then the Applicable Rate in
                   effect for the preceding dividend period shall be
                   continued for such dividend period.  Notwithstanding
                   anything to the contrary herein, the Applicable Rate
                   for any dividend shall not be less than 5.50% per
                   annum or greater than 10.25% per annum.

                        Treasury Bill Rate.  Except as provided below in
                   this paragraph, the "Treasury Bill Rate" for each
                   dividend period will be the arithmetic average of the
                   two most recently 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, published by the
                   Board of Governors of the Federal Reserve System (the
                   "Federal Reserve Board") during the Calendar Period
                   immediately prior to the last ten calendar days of
                   the June, September, December or March, next pre-
                   ceding the dividend period for which the dividend
                   rate on the shares of the new series of Cumulative
                   Preferred Stock is being determined.  If the Federal
                   Reserve Board does not publish such a weekly per an-
                   num market discount rate during such Calendar Period,
                   then the Treasury Bill Rate for such dividend period
                   shall be the arithmetic average of the two most re-
                   cent weekly per annum market discount rates (or the
                   one weekly per annum market discount rate, if only
                   one such rate shall be published during such Calender
                   Period) for three-month U.S. Treasury Bills, pub-
                   lished during such Calendar Period by any Federal
                   Reserve Bank or by any U.S. Government department or
                   agency selected by the Company.  If a per annum mar-
                   ket 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. Gov-
                   ernment 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 such
                   Calendar Period) for all of the U.S. Treasury Bills
                   then having maturities of not less than 80 days nor
                   more than 100 days, published during such Calendar
                   Period by the Federal Reserve Board or, if the Fed-
                   eral Reserve Board shall not publish such rates, by
                   any Federal Reserve Bank or by any U.S. Government
                   department or agency selected by the Company.  If the
                   Company determines, in good faith, that no such U.S.


                                       -25-<PAGE>







                   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 non-interest bearing
                   U.S. Treasury securities with a maturity of not less
                   than 80 days nor more than 100 days from the date of
                   each such quotation, as chosen and quoted daily, for
                   each business day in New York City (or less fre-
                   quently if daily quotations shall not be generally
                   available), to the Company by at least three recog-
                   nized dealers in U.S. Government securities selected
                   by the Company.  If the Company determines, in good
                   faith, that for any reason the Company cannot deter-
                   mine the Treasury Bill Rate for any dividend period
                   as provided above in this paragraph, then the Trea-
                   sury 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 Calen-
                   dar Period for each of the issues of marketable
                   interest-bearing U.S. Treasury securities with a ma-
                   turity of not less than 80 days nor more than 100
                   days from the date of each such quotation, as chosen
                   and quoted daily for each business day in New York
                   City (or less frequently if daily quotations shall
                   not be generally available) to the Company by at
                   least three recognized dealers in U.S. Government
                   securities selected by the Company.  The weekly per
                   annum market discount rate for three-month U.S.
                   Treasury Bills shall be the secondary market rate.

                        Ten Year Constant Maturity Rate.  Except as
                   provided below in this paragraph, the "Ten Year Con-
                   stant Maturity Rate" for each dividend period shall
                   be the arithmetic average of the two most recent
                   weekly per annum Ten Year Average Yields as herein-
                   after defined (or the one weekly per annum Ten Year
                   Average Yield, if only one such Yield shall be pub-
                   lished during the relevant Calendar Period as defined
                   below), published by the Federal Reserve Board during
                   the Calendar Period immediately prior to the last ten
                   calendar days of the June, September, December or
                   March, next preceding the dividend period for which
                   the dividend rate on the shares of the new series of
                   Cumulative Preferred Stock is being determined.  If
                   the Federal Reserve Board does not publish such a
                   weekly per annum Ten year Average Yield during such
                   Calendar Period, then the Ten Year Constant Maturity
                   Rate for such dividend period shall be the arithmetic


                                       -26-<PAGE>







                   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 such Calendar Period), published
                   during such Calendar Period by any Federal Reserve
                   Bank or by any U.S. Government department or agency
                   selected by the Company.  If a 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 av-
                   erage yields to maturity (or the one weekly per annum
                   average yield to maturity, if only one such yield
                   shall be published during such 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 maturities
                   of not less than eight years nor more than twelve
                   years, published during such Calendar Period by the
                   Federal Reserve Board or, if the Federal Reserve
                   Board shall not publish such yield, by any Federal
                   Reserve Bank or by any U.S. Government department or
                   agency selected by the Company.  If the Company de-
                   termines in good faith that for any reason the Com-
                   pany 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 Pe-
                   riod for each of the issues of actively traded mar-
                   ketable U.S. Treasury fixed interest rate securities
                   (other than Special Securities) with a final maturity
                   date not less than eight years nor more than twelve
                   years from the date of each such quotation, as chosen
                   and quoted daily for each business day in New York
                   City (or less frequently if daily quotations shall
                   not be generally available) to the Company by at
                   least three recognized dealers in U.S. Government
                   securities selected by the Company.

                        Thirty Year Constant Maturity Rate.  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 re-
                   cent weekly per annum Thirty Year Average Yields as
                   hereinafter defined (or the one weekly per annum
                   Thirty Year Average Yield, if only one such Yield


                                       -27-<PAGE>







                   shall be published during the relevant Calendar Pe-
                   riod as defined below), published by the Federal Re-
                   serve Board during the Calendar Period immediately
                   prior to the last ten calendar days of the June,
                   September, December or March, next preceding the
                   dividend period for which the dividend rate on the
                   shares of the new series of Cumulative Preferred
                   Stock is being determined.  If the Federal Reserve
                   Board does not publish such a weekly per annum Thirty
                   Year Average Yield during such Calendar Period, then
                   the Thirty Year Constant Maturity Rate for such div-
                   idend 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 Av-
                   erage Yield, if only one such Yield shall be pub-
                   lished during such Calendar Period), published during
                   such Calendar Period by any Federal Reserve Bank or
                   by any U.S. Government department or agency selected
                   by the Company.  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 av-
                   erage of the two most recent weekly per annum average
                   yields to maturity (or the one weekly per annum av-
                   erage yield to maturity, if only one such Yield shall
                   be published during such Calendar Period) for all of
                   the actively traded marketable U.S. Treasury fixed
                   interest rate securities (other than Special Securi-
                   ties) than having maturities of not less than twenty-
                   eight nor more than thirty years, 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 a U.S.
                   Government department or agency selected by the Com-
                   pany.  If the Company determines in good faith that
                   for any reason the Company 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. Trea-
                   sury fixed interest rate securities (other than Spe-
                   cial Securities) with a final maturity date not less
                   than twenty-eight years nor more than thirty years
                   from the date of each such quotation, as chosen and
                   quoted daily for each business day in New York City


                                       -28-<PAGE>







                   (or less frequently if daily quotations shall not be
                   generally available) to the Company by at least three
                   recognized dealers in U.S. Government securities se-
                   lected by the Company.

                        Certain Definitions.  As used herein:  (A) the
                   term "Calendar Period" means a period of fourteen
                   calendar days; (B) the term "Special Securities"
                   means 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; (C) the term "Ten Year Average
                   Yield" means the average yield to maturity for ac-
                   tively traded marketable U.S. Treasury fixed interest
                   rate securities (adjusted to constant maturities of
                   ten years); and (D) the term "Thirty Year Average
                   Yield" means the average yield to maturity for ac-
                   tively traded marketable U.S. Treasury fixed interest
                   rate securities (adjusted to constant maturities of
                   thirty years).

                      (iii)  The redemption prices of the shares of said
                   new series of Cumulative Preferred Stock are hereby
                   fixed at (A) $106.15 per share in case of redemption
                   on or prior to June 30, 1991; (B) $103.00 per share
                   in case of redemption subsequent to June 30, 1991,
                   and on or prior to June 30, 1996; and (C) $100.00 per
                   share in case of redemption subsequent to June 30,
                   1996, plus in each case an amount equal to the divi-
                   dends at the respective Applicable Rates (as defined
                   above) per share per annum from the date dividends on
                   the shares of the new series of Cumulative Preferred
                   Stock to be redeemed began to accrue to the date
                   fixed for redemption thereof, less the amount of
                   dividends theretofore paid thereon; provided, how-
                   ever, that the shares of said new series of Cumula-
                   tive Preferred Stock shall not be redeemable, di-
                   rectly or indirectly, prior to July 1, 1991 with the
                   proceeds from borrowed funds, or from the issuance of
                   any preferred stock ranking prior to or on a parity
                   with the shares of said new series of Cumulative
                   Preferred Stock as to dividends or on liquidation,
                   having an effective cost to the Company, computed in
                   accordance with generally accepted financial prac-
                   tice, of less than 6.15% per annum.

                       (iv)  The amount which the shares of said new
                   series of Cumulative Preferred Stock are entitled to


                                       -29-<PAGE>







                   receive in preference to the Common Stock upon any
                   distribution of assets, other than by dividends from
                   net earnings or surplus, upon voluntary liquidation
                   or dissolution of the Company is hereby fixed as the
                   then redemption price, plus an amount equal to all
                   dividends accumulated and unpaid thereon.

              j.   Cumulative Preferred Stock, Adjustable Rate Series B

                        (i)  There be and there hereby is created from
                   the authorized and unallotted shares of Cumulative
                   Preferred Stock of the Company, a new series of Cu-
                   mulative Preferred Stock of the Company which is
                   hereby designated "Cumulative Preferred Stock, Ad-
                   justable Rate Series B" and the numbered of shares
                   constituting said new series is hereby fixed at
                   650,000 shares.

                       (ii)  The dividend rate of the shares of said new
                   series of Cumulative Preferred Stock is hereby fixed
                   at:  (A) 6.80% per annum for the initial dividend
                   period from and including the date of original issu-
                   ance through June 30, 1987 and (B) the Applicable
                   Rate, as hereinafter defined, from time to time in
                   effect, for each subsequent dividend period; divi-
                   dends on said shares, when and as declared by the
                   Board of Directors, shall be payable on the 15th day
                   of January, April, July and October of each year for
                   the quarterly period ending with the last day of the
                   preceding month; except that the dividend period for
                   the first such dividend shall begin with and include
                   the date of original issuance; the dividends payable
                   on said new series of Cumulative Preferred Stock for
                   the period from and including the date of original
                   issuance of said new series of Cumulative Preferred
                   Stock to and including June 30, 1987 and for any pe-
                   riod less than a full quarterly dividend period shall
                   be computed on the basis of a 360-day year of twelve
                   30-day months and the actual number of days elapsed
                   in the period for which the dividends are payable;
                   the dividends payable for each full quarterly divi-
                   dend period commencing after June 30, 1987 shall be
                   computed by dividing the Applicable Rate for such
                   dividend period by four (rounded to the nearest one-
                   hundredth of a percent) and applying such computed
                   rate against the par value per share of said new se-
                   ries of Cumulative Preferred Stock.





                                       -30-<PAGE>







                        The Applicable Rate with respect to each divi-
                   dend period will be calculated as promptly as prac-
                   ticable by the Company according to the appropriate
                   method described herein.  The Company will cause no-
                   tice of such Applicable Rate to be enclosed with, or
                   mailed concurrently with, the dividend payment checks
                   next mailed to the holders of shares of said new se-
                   ries of Cumulative Preferred Stock.

                        Applicable Rate.  Except as provided below in
                   this paragraph, the "Applicable Rate" for any divi-
                   dend period will be equal to 78% of the highest of:
                   (A) the Treasury Bill Rate, (B) the Ten Year Constant
                   Maturity Rate and (C) the Thirty Year Constant Matu-
                   rity Rate (each as hereinafter defined) for such
                   dividend period.  If the Company determines, in good
                   faith, that for any reason one or more of (A) the
                   Treasury Bill Rate, (B) the Ten Year Constant Matu-
                   rity Rate, and (C) the Thirty Year Constant Maturity
                   Rate cannot be determined for any dividend period,
                   then the Applicable Rate for such dividend period
                   shall be based on the higher of whichever such rates
                   can be so determined.  If the Company determines, in
                   good faith, that neither (A) the Treasury Bill Rate,
                   (B) the Ten Year Constant Maturity Rate nor (C) the
                   Thirty Year Constant Maturity Rate can be determined
                   for any dividend period, then the Applicable Rate in
                   effect for the preceding dividend period shall be
                   continued for such dividend period.  Notwithstanding
                   anything to the contrary herein, the Applicable Rate
                   for any dividend period shall not be less than 5.50%
                   per annum or greater than 11.00% per annum.

                        Treasury Bill Rate.  Except as provided below in
                   this paragraph, the "Treasury Bill Rate" for each
                   dividend period will 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, published by the
                   Board of Governors of the Federal Reserve System (the
                   "Federal Reserve Board") during the Calendar Period
                   immediately prior to the last ten calendar days of
                   the June, September, December or March, next pre-
                   ceding the dividend period for which the dividend
                   rate on the shares of the new series of Cumulative
                   Preferred Stock is being determined.  If the Federal
                   Reserve Board does not publish such a weekly per an-
                   num market discount rate during such Calendar Period,


                                       -31-<PAGE>







                   then the Treasury Bill Rate for such dividend period
                   shall be the arithmetic average of the two most re-
                   cent weekly per annum market discount rates (or the
                   one weekly per annum market discount rate, if only
                   one such rate shall be published during such Calendar
                   Period) for three-month U.S. Treasury Bills, pub-
                   lished during such Calendar Period by any Federal
                   Reserve Bank or by any U.S. Government department or
                   agency selected by the Company.  If a per annum mar-
                   ket 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. Gov-
                   ernment 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 such
                   Calendar Period) for all of the U.S. Treasury Bills
                   then having maturities of not less than 80 days nor
                   more than 100 days, published during such Calendar
                   Period by the Federal Reserve Board or, if the Fed-
                   eral Reserve Board shall not publish such rates, by
                   any Federal Reserve Bank or by any U.S. Government
                   department or agency selected by the Company.  If the
                   Company determines, in good faith, that 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 non-interest bearing
                   U.S. Treasury securities with a maturity of not less
                   than 80 days nor more than 100 days from the date of
                   each such quotation, as chosen and quoted daily, for
                   each business day in New York City (or less fre-
                   quently if daily quotations shall not be generally
                   available), to the Company by at least three recog-
                   nized dealers in U.S. Government securities selected
                   by the Company.  If the Company determines, in good
                   faith, that for any reason the Company cannot deter-
                   mine the Treasury Bill Rate for any dividend period
                   as provided above in this paragraph, then the Trea-
                   sury 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 Calen-
                   dar Period for each of the issues of marketable
                   interest-bearing U.S. Treasury securities with a ma-
                   turity of not less than 80 days nor more than 100
                   days from the date of each such quotation, as chosen


                                       -32-<PAGE>







                   and quoted daily for each business day in New York
                   City (or less frequently if daily quotations shall
                   not be generally available) to the Company by at
                   least three recognized dealers in U.S. Government se-
                   curities selected by the Company.  The weekly per
                   annum market discount rate for three-month U.S.
                   Treasury Bills shall be the secondary market rate.

                        Ten Year Constant Maturity Rate.  Except as
                   provided below in this paragraph, the "Ten Year Con-
                   stant Maturity Rate" for each dividend period shall
                   be the arithmetic average of the two most recent
                   weekly per annum Ten Year Average Yields as herein-
                   after defined (or the one weekly per annum Ten Year
                   Average Yield, if only one such Yield shall be pub-
                   lished during the relevant Calendar Period as defined
                   below), published by the Federal Reserve Board during
                   the Calendar Period immediately prior to the last ten
                   calendar days of the June, September, December or
                   March next preceding the dividend period for which
                   the dividend rate on the shares of the new series of
                   Cumulative Preferred Stock is being determined.  If
                   the Federal Reserve Board does not publish such a
                   weekly per annum Ten Year Average Yield 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 Ten
                   Year Average Yields (or the one weekly per annum Ten
                   Year Average Yield, if only one such Yield shall be
                   published during such Calendar Period), published
                   during such Calendar Period by any Federal Reserve
                   Bank or by any U.S. Government department or agency
                   selected by the Company.  If a 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 av-
                   erage yields to maturity (or the one weekly per annum
                   average yield to maturity, if only one such yield
                   shall be published during such 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 maturities
                   of not less than eight years nor more than twelve
                   years, 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


                                       -33-<PAGE>







                   agency selected by the Company.  If the Company de-
                   termines in good faith that for any reason the Com-
                   pany 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 Pe-
                   riod for each of the issues of actively traded mar-
                   ketable U.S. Treasury fixed interest rate securities
                   (other than Special Securities) with a final maturity
                   date not less than eight years nor more than twelve
                   years from the date of each such quotation, as chosen
                   and quoted daily for each business day in New York
                   City (or less frequently if daily quotations shall
                   not be generally available) to the Company by at
                   least three recognized dealers in U.S. Government
                   securities selected by the Company.

                        Thirty Year Constant Maturity Rate.  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 re-
                   cent weekly per annum Thirty Year Average Yields as
                   hereinafter defined (or the one weekly per annum
                   Thirty Year Average Yield, if only one such Yield
                   shall be published during the relevant Calendar Pe-
                   riod as defined below), published by the Federal Re-
                   serve Board during the Calendar Period immediately
                   prior to the last ten calendar days of the June,
                   September, December or March next preceding the
                   dividend period for which the dividend rate on the
                   shares of the new series of Cumulative Preferred
                   Stock is being determined.  If the Federal Reserve
                   Board does not publish such a weekly per annum Thirty
                   Year Average Yield during such Calendar Period, then
                   the Thirty Year Constant Maturity Rate for such div-
                   idend 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 Av-
                   erage Yield, if only one such Yield shall be pub-
                   lished during such Calendar Period), published during
                   such Calendar Period by any Federal Reserve Bank or
                   by any U.S. Government department or agency selected
                   by the Company.  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



                                       -34-<PAGE>







                   for such dividend period shall be the arithmetic av-
                   erage of the two most recent weekly per annum average
                   yields to maturity (or the one weekly per annum av-
                   erage yield to maturity, if only one such Yield shall
                   be published during such Calendar Period) for all of
                   the actively traded marketable U.S. Treasury fixed
                   interest rate securities (other than Special Securi-
                   ties) then having maturities of not less than twenty-
                   eight years nor more than thirty years, 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 Company.  If the Company determines in good
                   faith that for any reason the Company cannot deter-
                   mine 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 years nor more than thirty
                   years from the date of each such quotation, as chosen
                   and quoted daily for each business day in New York
                   City (or less frequently if daily quotations shall
                   not be generally available) to the Company by at
                   least three recognized dealers in U.S. Government
                   securities selected by the Company.

                        Certain Definitions.  As used herein:  (A) the
                   term "Calendar Period" means a period of fourteen
                   calendar days; (B) the term "Special Securities"
                   means 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; (C) the term "Ten Year Average
                   Yield" means the average yield to maturity for ac-
                   tively traded marketable U.S. Treasury fixed interest
                   rate securities (adjusted to constant maturities of
                   ten years); and (D) the term "Thirty Year Average
                   Yield" means the average yield to maturity for ac-
                   tively traded marketable U.S. Treasury fixed interest
                   rate securities (adjusted to constant maturities of
                   thirty years).



                                       -35-<PAGE>







                      (iii)  The redemption prices of the shares of said
                   new series of Cumulative Preferred Stock are hereby
                   fixed at (A) $106.80 per share in case of redemption
                   on or before May 31, 1992; (B) $103.00 per share in
                   case of redemption subsequent to May 31, 1992, and on
                   or prior to May 31, 1995; and (C) $100.00 per share
                   in case of redemption subsequent to May 31, 1995,
                   plus in each case an amount equal to the dividends at
                   the respective Applicable Rates (as defined above)
                   per share per annum from the date dividends on the
                   shares of the new series of Cumulative Preferred
                   Stock to be redeemed began to accrue to the date
                   fixed for redemption thereof, less the amount of
                   dividends theretofore paid thereon; provided, how-
                   ever, that the shares of said new series of Cumula-
                   tive Preferred Stock shall not be redeemable, di-
                   rectly or indirectly, prior to May 31, 1992 with the
                   proceeds from borrowed funds, or from the issuance of
                   any preferred stock ranking prior to or on a parity
                   with the shares of said new series of Cumulative
                   Preferred Stock as to dividends or on liquidation,
                   having an effective cost to the Company, computed in
                   accordance with generally accepted financial prac-
                   tice, of less than 6.80% per annum.

                       (iv)  The amount which the shares of said new
                   series of Cumulative Preferred Stock are entitled to
                   receive in preference to the Common Stock upon any
                   distribution of assets, other than by dividends from
                   net earnings or surplus, upon voluntary liquidation
                   or dissolution of the Company is hereby fixed as the
                   then redemption price, plus an amount equal to all
                   dividends accumulated and unpaid thereon.

                  ARTICLE VI.  LIMITATION OF DIRECTOR LIABILITY

                   A director of the Corporation shall not be personally
         liable to the Corporation or its shareholders for monetary
         damages for breach of fiduciary duty as a director, except to
         the extent provided by applicable law for (i) liability based
         on a breach of the duty of loyalty to the Corporation or the
         shareholders; (ii) liability for acts or omissions not in good
         faith or that involve intentional misconduct or a knowing vio-
         lation of law; (iii) liability based on the payment of an im-
         proper dividend or an improper repurchase of the Corporation's
         stock under Section 180.0833 of the Wisconsin Business Corpo-
         ration Law or for liability arising under Section 551.59 of the
         Wisconsin Statutes for the unlawful sale of securities; (iv)
         liability for any transaction from which the director derived
         an improper personal benefit; or (v) liability for any act or


                                       -36-<PAGE>







         omission occurring prior to May 28, 1987.  If the Wisconsin
         Business Corporation Law is further amended to authorize the
         further elimination or limitation of the liability of direc-
         tors, then the liability of a director of the Corporation in
         addition to the limitation on personal liability provided
         herein, shall be limited to the fullest extent permitted by any
         amendment to the Wisconsin Business Corporation Law.  Any re-
         peal or modification of this Article by the shareholders of the
         Corporation shall not adversely affect any limitation on the
         personal liability of a director of the Corporation existing at
         the time of such repeal or modification.

                        ARTICLE VII.  AMENDMENT OF BYLAWS

                   Authority to make and alter the Bylaws of the Corpo-
         ration is hereby vested in the Board of Directors of the Cor-
         poration, subject to the power of the stockholders to change or
         repeal such Bylaws; provided, however, the Board of Directors
         shall not make or alter any bylaw fixing their number, quali-
         fications, classifications or term of office.
































                                       -37-
