

    The first paragraph of the provisions of the Articles of Incorp-
oration of the Corporation relating to the authorized capital stock 
of the Corporation, shall be amended to read in their entirety as 
follows:

    Total Number of Authorized Shares.  The Corporation shall be 
authorized to issue 25,000,000 shares of common stock, $2.50 par
value per share, and 10,000,000 shares of preferred stock, without
par value ("Preferred Stock").

    Issuance and Designation of Shares of Preferred Stock.  The Board
of Directors of the Corporation is authorized, subject to limitaions
prescribed by law and the provisions of these Articles of Incorporation,
to provide for the issuance of the shares of Preferred Stock in series,
and by filing a statement with the Pennsylvania Department of State
pursuant to the applicable law of the Commonwealth of Pennsylvania, to 
establish from time to time the number of shares to be included in each
such series, and to fix the designation, powers, preferences and rights
of the shares of each such series and the qualificaitons, limitations or
restrictions thereof.

    The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:

    (a) The number of shares constituting that series and the distinctive
designation of that series;

    (b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that 
series;

    (c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

    (d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for 
adjustment of the conversion rate in such events as the Board of Directors
shall determine;

    (e) Whether or not the shares of that series shall be redeemable, and, 
if so, the terms and conditions of such redemption, including the date or
date upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different 
conditions and at different redemption dates;

    (f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;

    (g) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the corporation,
and the relative rights of priority, if any, of payment of shares of that
series; and
 
    (h) Any other relative rights, preferences and limitations of that
series.

    Dividends on Preferred Stock.  Dividends on outstanding shares of        
Preferred Stock shall be paid or declared and set apart for payment
before any dividends shall be paid or declared and set apart for payment 
on the common shares with respect to the same dividend period.

    Liquidation Distributions to Holders of Preferred Stock.  If upon 
any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay
such holders the full preferential amount to which they are entitled,
then such assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective preferential 
amounts (including unpaid cumulative dividends, if any) payable with
respect thereto.

