

The first paragraph of the provisions of the Articles of Incorporation
of the Corporation relating to the authorized capital stock of the
Corporation, shall be amended to read as follows:

    Total Number of Authorized Shares.  The Corporation shall be 
    authorized to issue 15,000,000 shares of common stock, $2.50 par
    value per share.

 9. Classification of Directors

    The Board of Directors of the Corporation shall be divided into
    three classes, the respective terms of office of which shall end
    in successive years.  The number of directors in each class shall
    be specified in the By-Laws and shall be as equal as possible.
    The directors of each class shall be elected for terms of three (3)
    years and until the election and qualification of their successors
    or until their earlier resignation, death or removal or disqualifi-
    cation from office.  At each annual meeting of shareholders, the
    directors of only one class shall be elected, except directors who
    may be elected to fill vacancies.  Vacancies in the Board of 
    Directors, including vacancies resulting from an increase in the
    number of directors, shall be filled only by a majority of the    
    remaining members of the Board of Directors, though less than a
    quorum, and each person so elected shall be a director until his or
    her successor is elected by the shareholders or until his or her
    earlier death, resignation or removal or disqualification from 
    office.  Notwithstanding anything contained in the Articles of 
    Incorporation or in the By-Laws of the Corporation to the contrary
    the affirmative vote of at least sixty-six and two-thirds (66 2/3)
    percent of the outstanding shares of common stock entitled to vote
    generally in the election of directors, voting together as a single
    class, shall be required to alter, amend, adopt any provision 
    inconsistent with or repeal this Article 9.

