8-K

     SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C.  20549

                          

     FORM 8-K

     CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the

     Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) April 7, 1994   

                          Grey Advertising Inc.                       
           (Exact name of registrant as specified in its charter)

         Delaware                C-7897                  13-0802840   
      (State or other          (Commission            (IRS Employer
      jurisdiction of          File Number)         Identification No.)
      incorporation)

        777 Third Avenue, New York, New York                  10017   
     (Address of principal executive offices)               (Zip Code)

     Registrant's telephone number, including area code: (212) 546-2000

                                                                           
     (Former name or former address, if changed since last report)


          Item 5.  Other Events.

                    On April 7, 1994, Grey Advertising Inc. (the
          "Company") and Mr. Edward H. Meyer exchanged Mr. Meyer's
          shares of the Company's Series 1, Series 2 and Series 3
          Preferred Stock for an equal number of shares of three new
          series of the Company's Preferred Stock, designated as
          Series I, Series II and Series III Preferred Stock.  The
          three new series of preferred stock were authorized by the
          Company's Board of Directors and the powers, designations,
          preferences and rights of such series are set forth in
          resolutions adopted by the Board of Directors, which were
          filed as Certificates of Designations with the Secretary of
          State of the State of Delaware.  The following summary of
          certain provisions of such certificates and the agreement
          effecting the exchange does not purport to be complete and
          is qualified in its entirety by reference to the more
          complete terms and provisions of such certificates and
          agreement, attached as exhibits hereto.

                    The terms of the Company's new series of preferred
          stock, including the basic economic terms relating thereto,
          are essentially the same as the Company's existing series of
          preferred stock, except that the redemption date of the 
          three series of new preferred stock is fixed at April 7,
          2004, rather than on a date determined by reference to Mr.
          Meyer's termination of full-time employment with the Company
          as was the case with the existing series of preferred stock. 
          The terms of the new series of preferred stock also give Mr.
          Meyer the option to require the Company to redeem his
          preferred stock for a period of 12 months following his (i)
          death, (ii) permanent disability or permanent mental
          disability, (iii) termination of full-time employment for
          good reason and (iv) termination of full-time employment by
          the Company without cause.  Previously, Mr. Meyer had the
          option to require the Company to redeem his preferred stock
          only upon the termination of his full-time employment with
          the Company prior to his attainment of age 65.

                    In light of the change to the redemption
          provisions described above, the voting rights of the three
          new series of preferred stock, including the special voting
          rights to which the new series of preferred stock is
          entitled, would extend until April 7, 2004, unless
          terminated earlier as a result of death or permanent mental
          disability.  The voting rights of the existing series of
          preferred stock terminated upon the termination of Mr.
          Meyer's full-time employment with the Company by reason of
          cause or voluntary retirement, or upon Mr. Meyer's death or
          permanent disability.

                    The exchange was effected pursuant to a
          Stockholder Exchange Agreement between the Company and Mr.
          Meyer.  The Exchange Agreement contains customary
          representations and warranties, as well as the following
          contractual rights:  (i) a put right exercisable by Mr.
          Meyer at the time of redemption of the outstanding shares of
          the three new series of preferred stock of certain shares of
          the Company's Common Stock held by Mr. Meyer so that Mr.
          Meyer does not suffer adverse tax consequences as a result
          of the redemption (a similar provision was contained in the
          agreement pursuant to which Mr. Meyer obtained his shares of
          the existing series of preferred stock), (ii) an extension
          of the maturity date of the promissory notes issued by Mr.
          Meyer as partial consideration for his shares of the
          existing series of preferred stock to April 7, 2004, and
          (iii) after the outstanding shares of the three new series
          of preferred stock are redeemed, an obligation by the
          Company to use its best efforts to elect to its Board of
          Directors that number of persons designated by Mr. Meyer (or
          if he is no longer alive or is mentally disabled, a
          representative of his family and/or his estate)
          corresponding to the proportion of the capital stock of the
          Company then owned by Mr. Meyer and his family, but in no
          event less than one director so long as Mr. Meyer and his
          family own at least five percent of the outstanding capital
          stock of the Company.

                    Simultaneous with the exchange, the Company
          retired the shares of the three series of existing preferred
          stock received from Mr. Meyer and filed a certificate
          eliminating the Company's Series 2 and Series 3 Preferred
          Stock from its Restated Certificate of Incorporation.

          Item 7.  Financial Statements, Pro Forma Financial
          Information and Exhibits.  

          Exhibit No.              Description

          3(a)                     Restated Certificate of
                                   Incorporation of the Company

          10(a)                    Stockholder Exchange Agreement,
                                   dated as of April 7, 1994, by and
                                   between the Company and Edward H.
                                   Meyer

                                   SIGNATURES

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

                                        GREY ADVERTISING INC.

          Date______________________    By_________________________
                                          Name:
                                          Title:

EX-3

               RESTATED CERTIFICATE OF INCORPORATION

                                 OF

                       GREY ADVERTISING INC.

               INTRODUCTORY.  The present name of the
     corporation is "Grey Advertising Inc."  The name under
     which the corporation was originally incorporated was
     "NGD CORP."  Its original Certificate of Incorporation
     was filed with the Secretary of State of the State of
     Delaware on 
     March 22, 1974.  This Restated Certificate of
     Incorporation was duly adopted by the board of directors
     of the corporation in accordance with the provisions of
     Section 245 of the General Corporation Law of the State
     of Delaware.

               The text of the Restated Certificate of
     Incorporation as amended or supplemented heretofore is
     hereby restated and integrated, but not amended, to read
     as herein set forth in full:

               FIRST:  The name of the corporation
     (hereinafter called the "Company") is GREY ADVERTISING
     INC.

               SECOND:  The registered office of the Company
     is located at 1209 Orange Street, in the City of
     Wilmington in the County of New Castle, in the State of
     Delaware.  The name of its registered agent at that
     address is The Corporation Trust Company.

               THIRD:  The purpose of the Company is to engage
     in any lawful act or activity for which corporations may
     be organized under the General Corporation Law of the
     State of Delaware.

               FOURTH:  The total number of shares of all
     classes of stock which the Company shall have authority
     to issue is twelve million five hundred thousand
     (12,500,000), consisting of ten million (10,000,000)
     shares of Common Stock, par value $1 per share ("Common
     Stock"), and two million (2,000,000) shares of Limited
     Duration Class B Common Stock, par value $1 per share
     ("Class B Common Stock"), and five hundred thousand
     (500,000) shares of Preferred Stock, par value $1 per
     share ("Preferred Stock").

               The designations and the powers, preferences
     and rights, and the qualifications, limitations or
     restrictions thereof, of the Preferred Stock, Common
     Stock and Class B Common Stock of the Company are set
     forth in the following provisions:

     A.   Preferred Stock

          I.   The Board of Directors is authorized, subject
     to limitations prescribed by law, to provide for the
     issuance of the Preferred Stock in series and by filing a
     Certificate pursuant to the General Corporation Law of
     Delaware to establish the number of shares to be included
     in each series.  The Preferred Stock may be issued either
     as a class without series, or if so determined from time
     to time by the Board of Directors, either in whole or in
     part in one or more series, each series to be
     appropriately designated by a distinguishing number,
     letter or title prior to the issuance of any shares
     thereof.  Whenever the term "Preferred Stock" is used in
     this Certificate of Incorporation, it shall be deemed to
     mean and include Preferred Stock issued as a class
     without series, or one or more series thereof, or both
     unless the context shall otherwise require.

          II.  There is hereby expressly granted to the Board
     of Directors authority to fix, subject to restrictions,
     if any, contained in Article SEVENTH and Article TENTH,
     the voting power, the designations, preferences and
     relative, participating, options, conversion, dividend or
     other special rights, and the qualifications, limitations
     or restrictions of the Preferred Stock and any
     restrictions on the Company in connection with the
     Preferred Stock in the resolution or resolutions adopted
     by the Board of Directors providing for the issuance of
     said Preferred Stock.

          III.   The voting power, preferences and relative,
     participating, optional, dividend and other special
     rights, and the qualifications, limitations and
     restrictions of the Series 1 Preferred Stock and the
     restrictions on the Corporation in connection with the
     Series 1 Preferred Stock shall be as follows:

          1.   Dividends

               1A.  General Dividend Obligation.  The holders
     of record of Series 1 Preferred Stock shall be entitled,
     equally and ratably, to receive, when and as declared by
     the Board of Directors out of the surplus, profits or
     other funds of the Corporation available for the payment
     of dividends under the General Corporation Law of the
     State of Delaware, Preferential Dividends and
     Participating Dividends at the times, in the amounts and
     under the conditions specified in this paragraph 1.

               1B.  Preferential Dividends.  Preferential
     Dividends on each share of Series 1 Preferred Stock
     ("Share") shall be payable in equal amounts quarterly on
     the fifteenth day of March, June, September and December
     (or, if such day is not a Business Day, the immediately
     succeeding Business Day) ("Preferential Dividend Payment
     Dates"), commencing on the first such Preferential
     Dividend Payment Date occurring more than 30 days after
     the original issuance of the first Share.  Preferential
     Dividends on Shares shall be calculated at the annual
     rate of $.25 per Share ("Preferential Dividend Rate") and
     shall be cumulative and shall accrue at the Preferential
     Dividend Rate from and after the Preferential Dividend
     Payment Date next preceding the respective dates of issue
     of such Shares to and including the respective dates on
     which payment of the Redemption Price of such Shares
     shall have been made in accordance with paragraph 2
     hereof, whether or not such dividends have been declared
     and whether or not there shall be, at the time
     Preferential Dividends are calculated or become payable
     or at any other time, surplus, profits, or other funds of
     the Corporation available for the payment of dividends
     under the General Corporation Law of the State of
     Delaware or under the terms of any agreement to which the
     Corporation is a party or by which it is bound; provided,
     however, that Preferential Dividends on Shares, which are
     originally issued after a record date fixed by the Board
     of Directors for the payment of Preferential Dividends
     and on or before the next succeeding Preferential
     Dividend Payment Date, shall be cumulative from and after
     such succeeding Preferential Dividend Payment Date.

               The Corporation shall not (a) declare or pay
     any dividends whatsoever upon, (b) make any distribution
     upon, (c) acquire or redeem, or (d) permit or cause any
     Subsidiary to acquire or redeem, any shares of Common
     Stock of the Corporation ("Common Stock") or any shares
     of Limited Duration Class B Common Stock of the
     Corporation ("Class B Common Stock") (where no
     distinction is to be made between Common Stock and Class
     B Common Stock, a share of either shall be referred to
     collectively as "Common Equity") or any shares of any
     other class or series of stock of the Corporation ranking
     junior as to dividends or assets to the Series 1
     Preferred Stock ("Junior Stock") unless, in each case,
     the full cumulative Preferential Dividends (whether or
     not earned or declared) on all Shares outstanding shall
     have been paid for all past Dividend Periods and all
     arrearages, if any, in the payment of the Redemption
     Price for all Shares which have been presented and
     surrendered for redemption shall have been paid unless,
     in any such event, the holders of a majority of the then
     outstanding Shares shall have consented thereto by
     affirmative vote at an annual meeting or a special
     meeting called for that purpose.

               The amount of any Preferential Dividends
     accrued on any Share at any Preferential Dividend Payment
     Date shall be deemed to be the amount of any unpaid
     Preferential Dividends accumulated thereon to and
     including such Preferential Dividend Payment Date
     (whether or not earned or declared) and the amount of
     Preferential Dividends accrued on any Share at any date
     other than at a Preferential Dividend Payment Date shall
     be calculated as the amount of any unpaid Preferential
     Dividends accumulated thereon to and including the last
     preceding Preferential Dividend Payment Date (whether or
     not earned or declared) plus an amount calculated on the
     basis of the Preferential Dividend Rate for the period
     after such last preceding Preferential Dividend Payment
     Date to and including the date as of which the
     calculation is made, based on a 360-day year of twelve
     30-day months.

               1C.  Participating Dividends.  Whenever there
     is a declaration of a dividend upon the Common Equity,
     there shall also be a declaration of a Participating
     Dividend upon the Series 1 Preferred Stock if, at the
     time of such declaration upon the Common Equity, the
     Total Dividend Rate multiplied by two times the sum of
     (i) any prior payment or payments of dividends upon
     Common Equity during the Dividend Year per share of
     Common Equity outstanding at the time of such payment or
     payments ("Prior Common Equity Dividend Payments") and
     (ii) the amount of any such declaration of a dividend
     upon the Common Equity per share of Common Equity
     outstanding at the time of such declaration ("Common
     Equity Dividend Declaration"), is greater than the sum of
     any prior payment or payments of Preferential Dividends
     upon Series 1 Preferred Stock during the Dividend Year
     per Share outstanding at the time of such payment or
     payments ("Prior Preferential Dividend Payments") and any
     prior payment or payments of Participating Dividends upon
     Series 1 Preferred Stock during the Dividend Year per
     Share outstanding at the time of such payment or payments
     ("Prior Participating Dividend Payments").  If there
     shall be a declaration of a Participating Dividend as
     aforesaid, (a) the amount of such Participating Dividend
     during any Dividend Year shall be equal to the Total
     Dividend Rate multiplied by two times the sum of the
     Prior Common Equity Dividend Payments and the Common
     Equity Dividend Declaration, minus the sum of the Prior
     Preferential Dividend Payments and the Prior
     Participating Dividend Payments; and (b) payment of such
     Participating Dividend shall be made on the date that
     payment of the corresponding dividend upon the Common
     Equity is made.  Notwithstanding the foregoing, in the
     event that a dividend is paid during the Dividend Year
     commencing March 15, 1986, but prior to April 3, 1986,
     such dividend shall be multiplied by .50 for the purposes
     of declaring the Participating Dividend payable during
     the Dividend Year commencing March 15, 1986 as aforesaid. 

               2.   Redemption

               2A.  Optional Redemption.  Upon the termination
     of an Original Holder's full-time employment with the
     Corporation for any reason other than Cause prior to the
     Original Holder's attainment of age 65, such Original
     Holder and all Transferee Holders of such Original Holder
     shall collectively have the option to present and
     surrender the certificate or certificates representing
     all, but not less than all, of their respective Shares
     duly endorsed in blank or accompanied by an appropriate
     form of assignment and, except as is otherwise provided
     by subparagraph 2D hereof, upon the exercise of such
     option, the Corporation shall redeem all of the Shares so
     presented and surrendered; provided, however, that if the
     termination of an Original Holder's full-time employment
     with the Corporation was by reason of Voluntary
     Retirement and within two years of such Original Holder's
     Date of Termination, such Original Holder should become a
     full-time employee of any other advertising agency, the
     option granted to such Original Holder and all Transferee
     Holders of such Original Holder by this subparagraph 2A
     shall terminate and the Corporation shall have the option
     to redeem all, but not less than all, of the Shares
     issued to such Original Holder; and provided further,
     however, that the option granted to an Original Holder
     and all Transferee Holders of such Original Holder by
     this subparagraph 2A and the option granted to the
     Corporation by the first proviso of this subparagraph 2A
     shall terminate upon the Original Holder's attainment of
     age 65 or, in the event of the Original Holder's death
     prior to his attainment of age 65, upon the date the
     Original Holder would have attained age 65.  

               2B.  Mandatory Redemption.  Upon the
     termination of the option granted to the Corporation by
     the first proviso in subparagraph 2A or upon the
     termination of an Original Holder's full-time employment
     with the Corporation for Cause, the Original Holder and
     every Transferee Holder of the Original Holder shall, on
     the Redemption Date, present and surrender the
     certificate or certificates representing all of their
     respective Shares duly endorsed in blank or accompanied
     by an appropriate form of assignment and, except as is
     otherwise provided by subparagraph 2D hereof, the
     Corporation shall redeem all of such Shares.  In
     addition, upon the termination of the option granted to
     an Original Holder and all Transferee Holders of such
     Original Holder by subparagraph 2A pursuant to the second
     proviso therein or upon the termination of an Original
     Holder's full-time employment with the Corporation for
     any reason other than Cause on or subsequent to the
     Original Holder's attainment of age 65, the Original
     Holder and every Transferee Holder of the Original Holder
     shall, on the Redemption Date, present and surrender the
     certificate or certificates representing at least one-
     third (1/3) of their respective Shares duly endorsed in
     blank or accompanied by an appropriate form of assignment
     and, except as is otherwise provided by subparagraph 2D
     hereof, the Corporation shall redeem all of such Shares;
     provided, however, that on each of the next two
     Subsequent Redemption Dates, the Original Holder and
     every Transferee Holder of the Original Holder shall
     present and surrender, in equal amounts, the certificate
     or certificates representing the remainder of their
     respective Shares and, except as otherwise provided by
     subparagraph 2D hereof, the Corporation shall redeem all
     of such Shares.

               2C.  Notice of Redemption.  Each holder of
     Shares who shall be entitled to, and shall elect to,
     present and surrender Shares for redemption pursuant to
     the option granted by subparagraph 2A and each holder of
     Shares who shall be required to present and surrender
     Shares for redemption pursuant to subparagraph 2B shall,
     no less than five days before a Redemption Date or
     Subsequent Redemption Date, as the case may be, provide
     the Corporation with written notice containing the name
     of the Original Holder of the Shares to be redeemed, the
     number of Shares to be redeemed and the number or numbers
     of the certificate or certificates representing such
     Shares and, subject to the limitations in subparagraph
     2D, a statement as to the selected manner of payment.

               If the Corporation should be entitled to, and
     should elect to exercise, the option granted by the first
     proviso of subparagraph 2A, it shall, no less than ten
     days before the Redemption Date, provide the Original
     Holder to whom the Shares to be redeemed were issued with
     written notice designating the Redemption Date for such
     Shares.  Upon receipt of such notice, such Original
     Holder shall, no less than five days before the
     Redemption Date, provide the Corporation with written
     notice containing, subject to the limitations in
     subparagraph 2D, a statement as to the selected manner of
     payment.  If the Original Holder shall fail to provide
     such notice, the Corporation shall be entitled to select
     the manner of payment.  

               Each notice contemplated by this subparagraph
     2C shall be sent by certified mail, return receipt
     requested, if to the Corporation, to the President or the
     Secretary of the Corporation at the address of the
     principal executive offices of the Corporation and, if to
     an Original Holder, to the address of the Original Holder
     as shown on the stock ledger of the Corporation.

               2D.  Payment of Unpaid Dividends and the
     Redemption Price.  On each Redemption Date and each
     Subsequent Redemption Date, the Corporation shall pay, in
     cash, to each holder whose Shares are to be redeemed all
     accrued and unpaid Preferential Dividends upon such
     Shares, and all declared and unpaid Participating
     Dividends upon such Shares as of a record date on or
     before such Redemption Date or Subsequent Redemption
     Date; provided, however, that if, on a Redemption Date or
     a Subsequent Redemption Date, there should be
     insufficient surplus, profits or other funds of the
     Corporation available for the payment of such dividends
     under the General Corporation Law of the State of
     Delaware or due to the terms of any agreement to which
     the Corporation is a party or by which it is bound, each
     such holder shall receive, pro rata based on the number
     of such holder's Shares to be redeemed, the amount of
     such dividends for which surplus, profits or other funds
     of the Corporation are available.  Thereafter, any
     surplus, profits or other funds of the Corporation
     available for the payment of such dividends shall
     immediately be so used by the Corporation and the
     Corporation shall not pay the Redemption Price on any
     Shares unless and until all of such dividends upon all
     redeemed Shares shall have been paid.

               On a Redemption Date or a Subsequent Redemption
     Date, in addition to the Preferential Dividends and
     Participating Dividends which the Corporation is required
     to pay as aforesaid, the Corporation shall also pay to
     each holder who presents and surrenders the certificate
     or certificates representing those of his Shares which
     are to be redeemed an amount equal to the number of such
     holder's Shares which are to be redeemed multiplied by
     the Redemption Price and such amount shall, subject to
     the limitations in this subparagraph 2D, be paid 100% in
     cash, or 100% in shares of Common Equity of equivalent
     value equally divided between shares of Common Stock and
     shares of Class B Common Stock (or, subsequent to the
     Conversion Date, 100% in shares of Common Stock of
     equivalent value), or 100% by a Promissory Note, or any
     combination of the foregoing in the proportions specified
     by the holder of Shares to be redeemed; provided,
     however, that the Corporation shall not be required to
     pay an amount in cash in excess of one third (1/3) of the
     Aggregate Redemption Price in any fiscal year and, in the
     event that the number of Shares presented and surrendered
     for payment in cash exceeds such amount, the holder or
     holders presenting and surrendering such Shares shall
     receive a Promissory Note for such excess; provided
     further, however, that if, on any Redemption Date, or
     Subsequent Redemption Date, (a) the Corporation does not
     have an effective registration statement under the
     Securities Act of 1933, as amended (the "1933 Act") and
     any applicable state securities or blue sky laws covering
     the issuance of shares of Common Equity in payment for
     Shares to be redeemed and, in the opinion of counsel to
     the Corporation, the issuance of shares of Common Equity
     for such payment is not exempt under the 1933 Act and any
     applicable state securities or blue sky laws or (b) if,
     in the opinion of counsel to the Corporation, the
     issuance of shares of Common Equity in payment for Shares
     to be redeemed would constitute a violation of Section 7
     of the Securities Exchange Act of 1934, as amended (the
     "1934 Act"), or the Regulations of the Board of Governors
     of the Federal Reserve System under Section 7 of the 1934
     Act, a holder of Shares to be redeemed shall only be
     entitled to payment in cash and a Promissory Note; and
     provided further, however, that (a) if, in any fiscal
     year of any Redemption Date or Subsequent Redemption
     Date, or any Subsequent Redemption Payment Date, there
     should be insufficient surplus, profits or other funds of
     the Corporation available for the payment of any
     Redemption Payment or Initial Redemption Payment, or any
     Subsequent Redemption Payment, respectively, under the
     General Corporation Law of the State of Delaware or due
     to the terms of any agreement to which the Corporation is
     a party or by which it is bound or (b) if, in the case of
     any Redemption Payments or Initial Redemption Payments
     which, pursuant to subparagraph 2A or subparagraph 2B,
     would be due and payable in any fiscal year or in the
     case of any Subsequent Redemption Payments which are due
     and payable in any fiscal year, the aggregate of such
     payments exceed 40% of the post-tax profits of the
     Corporation for the next preceding fiscal year, then each
     holder shall receive pro rata based on the number of such
     holder's Shares to be redeemed or which have been
     redeemed, as the case may be, the amount of the
     Redemption Payment or Initial Redemption Payment, or
     Subsequent Redemption Payment, for which funds of the
     Corporation are available as provided in subclauses (a)
     and (b) of this proviso and, in the case of Shares for
     which a Redemption Payment or an Initial Redemption
     Payment was to have been made, the holders of such Shares
     shall be entitled to retain such Shares until such Shares
     would otherwise be required to be presented and
     surrendered for redemption and there is sufficient
     surplus, profits or other funds of the Corporation
     available for the Redemption Payment or the Initial
     Redemption Payment therefor and, in the case of any
     Shares which have been redeemed, any part of the
     Subsequent Redemption Payment remaining unpaid shall be
     added to the Subsequent Redemption Payment due and
     payable on the next succeeding Subsequent Redemption
     Payment Date.

               If a holder of Shares specifies payment of any
     Redemption Payment or Initial Redemption Payment, whether
     in whole or in part, in shares of Common Equity, such
     payment shall be made in an equal number of shares of
     Common Stock and shares of Class B Common Stock (or,
     subsequent to the Conversion Date, 100% in shares of
     Common Stock) which are authorized but unissued or are
     held in the treasury of the Corporation or any
     combination thereof.  The value of a share of Common
     Equity as of a particular date shall be deemed to be the
     closing sale price (or if no closing sales price is
     available for such date, the average of the closing bid
     and asked prices) for a share of Common Stock on the
     Business Day next preceding such date as reported by the
     National Association of Securities Dealers Automated
     Quotation System ("NASDAQ"), or if the shares of Common
     Stock are not listed on NASDAQ, the average of such
     closing bid and asked prices as reported by the National
     Quotation Bureau, Inc. ("NQB"), or if such closing sale
     or closing bid and asked prices are not available from
     the NQB, the value as determined by a member of the New
     York Stock Exchange selected by the Board of Directors.

               2E.  Dividends After Redemption Date or
     Subsequent Redemption Date.  Each Share which a holder
     has elected to present and surrender for redemption
     pursuant to the option granted by subparagraph 2A, and
     each Share which a holder is required to present and
     surrender for redemption pursuant to subparagraph 2A or
     subparagraph 2B, shall not, after the Redemption Date or
     the Subsequent Redemption Date therefor, be entitled to
     any Preferential Dividends accrued after such Redemption
     Date or Subsequent Redemption Date, or any Participating
     Dividends declared as of a record date after such
     Redemption Date or Subsequent Redemption Date, and on
     such Redemption Date or Subsequent Redemption Date all
     rights of a holder of such Share, as a stockholder of the
     Corporation by reason of the ownership of such Share,
     shall cease, except the right to receive any Preferential
     Dividends accrued upon such Share up to and including
     such Redemption Date or Subsequent Redemption Date, any
     Participating Dividends declared upon such Share as of a
     record date on or before such Redemption Date or
     Subsequent Redemption Date and the Redemption Price of
     such Share upon presentation and surrender of the
     certificate representing such Share, and such Share shall
     not, after such Redemption Date or Subsequent Redemption
     Date, be deemed to be outstanding; provided, however,
     that if the Corporation does not, upon presentation and
     surrender of a certificate representing a Share, pay all
     of such accrued and unpaid Preferential Dividends upon,
     all of such declared and unpaid Participating Dividends
     upon, and the Redemption Price for, such Share on the
     Redemption Date or the Subsequent Redemption Date, as the
     case may be, the rights of a holder of such Share as a
     stockholder of the Corporation by reason of the ownership
     of such Share shall not cease, and such Share shall be
     deemed outstanding, until the Corporation shall pay all
     of such dividends upon, and the Redemption Price for,
     such Share.

               2F.  Adjustment of the Redemption Price.  If
     the Corporation purchases any shares of Common Equity at
     an aggregate purchase price which is more than $100,000
     in excess of the product of the Book Value per share of
     Common Equity as of the date of such purchase and the
     number of shares of Common Equity purchased (such excess
     being herein called the "Excess Purchase Price"), for the
     purpose of calculating the Redemption Price of any Share
     issued prior to such purchase of Common Equity only, the
     Book Value per share of Common Equity as of a Redemption
     Date or a Subsequent Redemption Date shall be deemed to
     be the Book Value per share of Common Equity as it would
     have been had the Excess Purchase Price been amortized
     over a ten year period beginning on the date on which the
     purchase or purchases of Common Equity occurred.  For
     purposes of determining whether shares of Common Equity
     repurchased subsequent to the Distribution Record Date
     and on or prior to December 31, 1986 are repurchased at a
     price in excess of the Book Value per share of Common
     Equity and if so the amount of such excess, Book Value
     per share of Common Equity shall be deemed to be one-half
     of the Book Value per share of Common Equity at December
     31, 1985.  Furthermore, if there are (a) changes in the
     number of shares of Common Equity outstanding as a result
     of (i) stock dividends, splits, combinations or exchanges
     of shares of Common Equity, (ii) issuances of shares of
     Common Equity in acquisitions, (iii) merger,
     consolidation or reorganization or (iv) any other unusual
     and extraordinary items or events or (b) if there are any
     disproportionate and material effects on the Common
     Stockholders' Equity as a result of (i) any of the
     foregoing, (ii) changes in the accounting policies of the
     Corporation or (iii) any other unusual and extraordinary
     items or events, for the purpose of calculating the
     Redemption Price of any Share issued prior to any such
     change or disproportionate and material effect only, the
     Book Value per share of Common Equity as of a Redemption
     Date or Subsequent Redemption Date may be adjusted to
     such an extent and in such manner as the Board of
     Directors or a duly designated committee thereof shall,
     in its sole discretion, determine is necessary to
     preserve the benefit of the redemption provisions in this
     paragraph 2 for the holders of Series 1 Preferred Stock
     and the Corporation.

               2G.  Status of Redeemed Shares.  Upon the
     redemption of any Shares, the Corporation shall, pursuant
     to Section 151(g) of the General Corporation Law of the
     State of Delaware as now or hereafter in effect, cause
     the number of authorized shares of Series 1 Preferred
     Stock to be decreased by the number of Shares redeemed
     and the Corporation shall not thereafter issue any of
     such Shares or any other shares of Preferred Stock as
     shares of Series 1 Preferred Stock.

          3.   Liquidation.

               3A.  Liquidation Preference.  Upon any
     liquidation, dissolution or winding up of the
     Corporation, whether voluntary or involuntary, the
     holders of the Series 1 Preferred Stock shall be entitled
     to be paid out of the assets of the Corporation available
     for distribution to its stockholders (whether from
     capital, surplus or earnings) an amount in cash equal to
     $1.00 per Share ("Liquidation Preference") plus all
     accrued and unpaid Preferential Dividends, before any
     distribution or payment is made upon any Common Equity or
     any other Junior Stock of the Corporation, but subject to
     the prior rights of the holders of shares of other series
     of Preferred Stock which are by their terms expressly
     made senior as to liquidation preferences to the Series 1
     Preferred Stock.  If upon such liquidation, dissolution
     or winding up of the Corporation, whether voluntary or
     involuntary, the assets of the Corporation should not be
     sufficient to permit payment to the holders of Series 1
     Preferred Stock of the amount which they are entitled to
     be paid as aforesaid and the holders of any other series
     of Preferred Stock ranking equally as to liquidation
     preferences to the Series 1 Preferred Stock of the amount
     to which they are entitled to be paid, then the entire
     assets of the Corporation to be distributed to such
     holders shall be distributed ratably among them.

               3B.  Liquidation Participation.  Upon any such
     liquidation, dissolution or winding up of the
     Corporation, after the holders of the Series 1 Preferred
     Stock shall have been paid in full the Liquidation
     Preference and the accrued and unpaid Preferential
     Dividends and the holders of any other series of
     Preferred Stock have been paid their liquidation
     preferences and any accrued and unpaid preferential
     dividends, the holders of the Series 1 Preferred Stock
     and the holders of any other series of Preferred Stock
     shall not be entitled to any further payment unless and
     until the holders of Common Equity shall have received
     out of the assets of the Corporation available for
     distribution to its stockholders (whether from capital,
     surplus or earnings), for each share of Common Stock, an
     amount in cash equal to one-half of the Liquidation
     Preference and for each share of Class B Common Stock, an
     amount equal to one-half of the Liquidation Preference;
     but if, after the holders of Common Equity shall have
     been paid in full such amounts, the value of the
     remainder of the assets of the Corporation available for
     distribution to its stockholders per share of Common
     Equity, Series 1 Preferred Stock and any other series of
     Preferred Stock entitled to a liquidation participation
     is greater than the Original Discount for a share of
     Series 1 Preferred Stock, the holder of any such share of
     Series 1 Preferred Stock shall be entitled to receive a
     liquidation participation such that the aggregate
     liquidation payment for each share of Series 1 Preferred
     Stock is equal to the difference between two times the
     aggregate liquidation payment for each share of Common
     Equity and the Original Discount at which the share of
     Series 1 Preferred Stock was issued.

               3C.  Events Not Deemed a Liquidation,
     Dissolution or Winding Up.  Neither the consolidation or
     merger of the Corporation into or with any other
     corporation or corporations, nor the sale, lease,
     exchange or other disposition by the Corporation of all
     or any part of its property or assets, nor the reduction
     of the capital stock of the Corporation, shall be deemed
     to be a liquidation, dissolution or winding up of the
     Corporation within the meaning of any of the provisions
     of this paragraph 3.

          4.   Voting.

               4A.  General Right to Vote.  The holders of
     Series 1 Preferred Stock shall be entitled to eleven
     votes for each Share held of record and, together with
     the holders of any other series of Preferred Stock who
     shall have the right and power to vote generally with the
     holders of Common Equity, shall, together with the
     holders of Common Equity, all voting as a single class,
     possess voting power for the election of directors and
     for all other purposes, except as is otherwise provided
     in the Certificate of Incorporation or any certificate
     amendatory thereof or supplemental thereto, this
     paragraph 4 and in paragraph 6 hereof.  The foregoing
     notwithstanding, on and subsequent to the Conversion
     Date, the holders of Series 1 Preferred Stock shall be
     entitled to two votes for each Share held of record.

               4B.  Restrictions on Voting Rights.  Upon the
     termination of full-time employment of an Original Holder
     by reason of Cause or Voluntary Retirement, the death of
     an Original Holder or the Permanent Disability of an
     Original Holder, the voting rights which such Original
     Holder and any Transferee Holder of such Original Holder
     would otherwise have, whether pursuant to this
     Certificate of Designation, the Certificate of
     Incorporation or any certificate amendatory thereof or
     supplemental thereto, by virtue of the Shares held by
     such Original Holder or such Transferee Holder, shall
     terminate.  In addition, upon the termination of full-
     time employment of an Original Holder to whom at least
     80% of the Shares outstanding at any time have been
     issued by reason of Cause or Voluntary Retirement, the
     death of such Original Holder or the Permanent Disability
     of such Original Holder, the voting rights which all
     Original Holders and Transferee Holders would otherwise
     have, whether pursuant to this Certificate of
     Designation, the Certificate of Incorporation or any
     certificate amendatory thereof or supplemental thereto,
     by virtue of the Shares held by such Original Holders or
     Transferee Holders, shall terminate.   

               In the event of the commencement of an
     involuntary receivership, liquidation, reorganization or
     similar proceeding against an Original Holder or a
     Transferee Holder, whether under the Federal Bankruptcy
     Code or any other applicable federal or state law, and
     the appointment of a receiver, interim trustee, trustee
     or similar official of such Original Holder or Transferee
     Holder or in the event of the commencement of a voluntary
     receivership, liquidation, reorganization or similar
     proceeding by an Original Holder or a Transferee Holder,
     whether under the Federal Bankruptcy Code or any other
     applicable federal or state law, the voting rights which
     such Original Holder or such Transferee Holder or a
     Transferee Holder of such Original Holder would otherwise
     have, whether pursuant to this Certificate of
     Designation, the Certificate of Incorporation or any
     certificate amendatory thereof or supplemental thereto,
     by virtue of Shares held by any such Original Holder or
     Transferee Holder, shall terminate.  In addition, in the
     event of the commencement of an involuntary receivership,
     liquidation, reorganization or similar proceeding against
     an Original Holder to whom at least 80% of the Shares
     outstanding at any time have been issued or a Substantial
     Transferee Holder, whether under the Federal Bankruptcy
     Code or any other applicable federal or state law, and
     the appointment of a receiver, interim trustee, trustee
     or similar official of such Original Holder or
     Substantial Transferee Holder or in the event of the
     commencement of a voluntary receivership, liquidation,
     reorganization or similar proceeding by such Original
     Holder or Substantial Transferee Holder, whether under
     the Federal Bankruptcy Code or any other applicable
     federal or state law, the voting rights which all
     Original Holders and Transferee Holders would otherwise
     have, whether pursuant to this Certificate of
     Designation, the Certificate of Incorporation or any
     certificate amendatory thereof or supplemental thereto,
     by virtue of Shares held by any such Original Holders or
     Transferee Holders, shall terminate.

          5.   Restrictions on Disposition of Shares.  An
     Original Holder shall only be entitled to assign, pledge,
     transfer or otherwise dispose of his Shares, or an
     interest in his Shares, to a Transferee Holder of the
     Original Holder or the Corporation; and a Transferee
     Holder of an Original Holder shall only be entitled to
     assign, pledge, transfer or otherwise dispose of Shares,
     or an interest in Shares, received from an Original
     Holder or a Transferee Holder to another Transferee
     Holder of such Original Holder or the Corporation.

          6.   Restrictions on Changes.  In addition to any
     other approvals or consents required by the General
     Corporation Law of the State of Delaware, the Corporation
     shall not, without the consent of the holders of record
     of a majority of the Shares outstanding, given in person
     or by proxy, either in writing without a meeting or by
     affirmative vote at an annual meeting or a special
     meeting called for that purpose at which the holders of
     the Shares outstanding shall be entitled to vote as a
     separate class, (a) create, authorize or issue (i) any
     shares of any class or series of stock of the Corporation
     ranking senior as to dividends or assets or otherwise to
     the Series 1 Preferred Stock ("Senior Stock") or (ii) any
     shares of any class or series of stock of the Corporation
     ranking on a parity as to dividends or assets or
     otherwise to the Series 1 Preferred Stock ("Parity
     Stock"), (b) reclassify any authorized stock of the
     Corporation into any shares of Senior Stock or Parity
     Stock, (c) create, authorize or issue any obligation or
     security convertible into or evidencing the right to
     purchase any shares of Senior Stock or Parity Stock, or
     (d) amend, alter, supplement or repeal any of the
     provisions of the Certificate of Incorporation or of any
     certificate (including this Certificate of Designation)
     amendatory thereof or supplemental thereto so as to
     affect adversely the preferences, rights, powers or
     privileges given by this Certificate of Designation to
     the Series 1 Preferred Stock.

          7.   Successors and Assigns.  The provisions of this
     Certificate of Designation shall be binding upon all
     successors and assigns of an Original Holder, including,
     without limitation, a Transferee Holder and any receiver,
     interim trustee or trustee in bankruptcy or
     representative of creditors of an Original Holder or a
     Transferee Holder.

          8.   Definitions.  The following terms shall have
     the following meanings, which meanings shall be equally
     applicable to the singular and plural forms of such
     terms:

                    (a)  "Additional Capital applicable to
     Redeemable Preferred Stock" as of a particular date means
     the amount thereof as shown on an Audited Consolidated
     Balance Sheet as of such date.

                    (b)  "Aggregate Redemption Price" means
     for the purpose of the calculation required by
     subparagraph 2D, the number of Shares issued to an
     Original Holder, whether or not outstanding, multiplied
     by the Redemption Price as of a Redemption Date or a
     Subsequent Redemption Date, as the case may be.

                    (c)  "Audited Consolidated Balance Sheet"
     as of a particular date means the audited consolidated
     balance sheet of the Corporation and its Subsidiaries
     (all the financial information on which has been computed
     in accordance with generally accepted accounting
     principles by the regular independent auditors of the
     Corporation) as of the last day of the applicable fiscal
     year.

                    (d)  "Book Value per share of Common
     Equity" means as of a particular date the book value per
     share of Common Equity (Common Stockholders' Equity
     divided by the number of shares of Common Equity
     outstanding), plus the cumulative amount per share of
     Common Equity transferred from Common and Stockholders'
     Equity to Additional Capital applicable to Redeemable
     Preferred Stock since its issuance and as of such date as
     shown on an Audited Consolidated Balance Sheet as of such
     date.

                    (e)  "Business Day" means any day which is
     not a Saturday or a Sunday or a day on which the banks
     are closed for business in New York, New York.

                    (f)  "Cause" means a willful act or acts
     committed by an Original Holder after the issuance of the
     first Share to such Original Holder, which act or acts
     constitute a gross abuse of trust or are deliberately,
     directly and substantially injurious to the Corporation's
     business or operations.  

                    (g)  "Common Stockholders' Equity" as of a
     particular date means the common stockholders' equity as
     derived from the Audited Consolidated Balance Sheet as of
     such date.

                    (h)  "Conversion Date" means the date upon
     which all outstanding shares of Class B Common Stock
     automatically convert into shares of Common Stock
     pursuant to Section B.III.(D)(9) of Article Fourth of the
     Corporation's Restated Certificate of Incorporation.

                    (i)  "Date of Termination" means the date
     of termination of an Original Holder's full-time
     employment with the Corporation.

                    (j)  "Distribution Record Date" means
     April 3, 1986.  

                    (k)  "Dividend Period" means the quarterly
     period ending on a Preferential Dividend Payment Date.

                    (l)  "Dividend Year" means the period from
     March 16 in one year to March 15 in the succeeding year
     commencing with March 16, 1981.  

                    (m)  "Good Reason" means:

                         (1)  a change in control of the
               Corporation, which shall be conclusively
               deemed to have occurred if any of the
               following shall have taken place:  (i) a
               change in control of a nature that would
               be required to be reported in response to
               Item 5(f) of Schedule 14A of Regulation
               14A under the 1934 Act, unless such change
               in control results in control by the
               Original Holder, his designee(s) or
               "affiliate(s)" (as defined in Rule 12b-2
               under the 1934 Act) or any combination
               thereof; (ii) any "person" (as such term
               is used in Sections 13(d) and 14(d)(2) of
               the 1934 Act, other than the Original
               Holder, his designee(s) or "affiliate(s)"
               (as defined in Rule 12b-2 under the 1934
               Act) or any combination thereof, is or
               becomes the "beneficial owner" (as defined
               in Rule 13d-3 under the 1934 Act),
               directly or indirectly, of securities of
               the Corporation representing 40% or more
               of the combined voting power of the
               Corporation's then outstanding securities;
               or (iii) during any period of two (2)
               consecutive years commencing after the
               date of this Certificate of Designation,
               individuals who at the beginning of such
               period constitute the Board of Directors
               cease for any reason to constitute at
               least a majority thereof, unless the
               election of each director who was not a
               director at the beginning of such period
               has been approved in advance by directors
               representing at least a majority of the
               directors then in office who were
               directors at the beginning of the period;
               or

                         (2)  any assignment to the
               Original Holder of any duties other than
               those contemplated by, or a limitation of
               the powers of an Original Holder not
               contemplated by, the relevant provisions
               of his employment agreement with the
               Corporation, if any; or

                         (3)  any removal of the Original
               Holder from, or any failure to re-elect
               the Original Holder to, any of the
               positions which he may hold by virtue of
               his employment agreement with the
               Corporation, if any, except in connection
               with his Permanent Disability or with the
               termination of his full-time employment
               with the Corporation for Cause; or

                         (4)  a reduction in the Original
               Holder's rate of compensation not agreed
               to in writing by him; or

                         (5)  a failure by the
               Corporation to comply with any of the
               provisions of the Original Holder's
               employment agreement with the Corporation,
               if any, concerning his compensation,
               pension, life insurance, disability rights
               or vacations; or

                         (6)  failure by the Corporation
               to require any successor (whether direct
               or indirect, by purchase, merger,
               consolidation or otherwise) to all or
               substantially all of the business and/or
               assets of the Corporation, by agreement in
               form and substance satisfactory to the
               Original Holder, expressly to assume and
               agree to perform the Original Holder's
               employment agreement, if any, in the same
               manner and to the same extent that the
               Corporation would be required to perform
               it if no such succession had taken place.

                    (n)  "Initial Redemption Payment" means
     any redemption payment by the Corporation on a Redemption
     Date or a Subsequent Redemption Date, which consists, at
     least in part, of a Promissory Note.

                    (o)  "Original Discount" for a share of
     Series 1 Preferred Stock means the discount from the Book
     Value per share of Common Equity as of the last day of
     the then current fiscal year or of the next preceding
     fiscal year, whichever is nearer the date on which an
     Original Holder purchases such share of Series 1
     Preferred Stock from the Corporation pursuant to that
     certain Book Value Preferred Stock Plan dated as of April
     2, 1981, as such plan may from time to time be amended or
     supplemented in accordance with its terms (the "Plan").

                    (p)  "Original Holder" means a senior
     executive officer (whether or not a member of the Board
     of Directors) of the Corporation or any Subsidiary to
     whom any Shares have been sold pursuant to the Plan.

                    (q)  "Participating Dividend" means the
     dividend which, subject to the conditions in subparagraph
     1C, the Corporation is required to declare on Shares
     whenever a dividend is declared on shares of Common
     Equity.

                    (r)  "Permanent Disability" means (i) in
     the case of an Original Holder to whom at least 80% of
     the Shares outstanding at any time have been issued, an
     illness or other disability of such Original Holder which
     results in such Original Holder being unable regularly to
     perform his duties as Chief Executive Officer and
     President of the Corporation for a period of 18 months
     and the termination of such Original Holder's full-time
     employment as such Chief Executive Officer and President
     and (ii) in the case of any other Original Holder, an
     illness or other disability which results in any such
     Original Holder being unable regularly to perform his
     duties as an employee of the Corporation for a period of
     18 months and the termination of any such Original
     Holder's full-time employment with the Corporation.

                    (s)  "Preferential Dividend" means the
     dividend which will be calculated at the Preferential
     Dividend Rate and which will accumulate and accrue as
     provided in subparagraph 1B.

                    (t)  "Promissory Note" means a promissory
     note of the Corporation, such note to bear interest at an
     annual rate equal to the higher of the prime rate charged
     by Citibank, N.A. or the rate at which the Corporation is
     entitled to borrow money from the principal banking
     institution with which it does business, each as of the
     Redemption Date or the Subsequent Redemption Date, as the
     case may be, and such note shall be payable in cash on
     the next two Subsequent Redemption Payment Dates.

                    (u)  "Redemption Date" means:

                         (1)  for the purposes of the
               option granted to an Original Holder and
               all Transferee Holders of such Original
               Holder by subparagraph 2A, (i) the later
               of (A) the third Business Day subsequent
               to the date on which the Audited
               Consolidated Balance Sheet is available
               for the most recent fiscal year ended or
               (B) the date on which an Original Holder
               and all Transferee Holders of such
               Original Holder collectively intend to
               exercise such option as evidenced by their
               provision of notice to the Corporation, if
               the date of the notice referred to in
               subclause (i)(B) is within the six month
               period subsequent to the end of the most
               recent fiscal year; or (ii)(A) the date on
               which an Original Holder and all
               Transferee Holders of such Original Holder
               collectively intend to exercise such
               option as evidenced by their provision of
               notice to the Corporation or, at the
               option of such Original Holder and all
               such Transferee Holders collectively as
               evidenced by their provision of notice to
               the Corporation or, (B) the third Business
               Day subsequent to the date on which the
               Audited Consolidated Balance Sheet is
               available for the then current fiscal
               year, if the date of any notice referred
               to in this subclause (ii) is within the
               six month period prior to the end of the
               then current fiscal year; or

                         (2)  for the purposes of the
               option granted to the Corporation by the
               first proviso in subparagraph 2A, the
               later of (i) the third Business Day
               subsequent to the date on which the
               Audited Consolidated Balance Sheet is
               available for the most recent fiscal year
               ended or (ii) the date on which the
               Corporation intends to exercise such
               option as evidenced by its provision of
               notice to the Original Holder; or 

                         (3)  for the purposes of the
               first sentence of subparagraph 2B, the
               later of (i) the third Business Day
               subsequent to the date on which the
               Audited Consolidated Balance Sheet is
               available for the most recent fiscal year
               ended or (ii) the tenth Business Day
               subsequent to the date of termination of
               the option granted to the Corporation by
               the first proviso in subparagraph 2A, if
               applicable, or the tenth Business Day
               subsequent to an Original Holder's Date of
               Termination for Cause, if applicable; or 

                         (4)  for the purposes of the
               second sentence of subparagraph 2(ii), (i)
               the later of (A) the third Business Day
               subsequent to the date on which the
               Audited Consolidated Balance Sheet is
               available for the most recent fiscal year
               ended or (B) the tenth Business Day
               subsequent to the date of termination of
               the option granted to an Original Holder
               and all Transferee Holders of such
               Original Holder by subparagraph 2A
               pursuant to the second proviso therein, if
               applicable, or the tenth Business Day
               subsequent to an Original Holder's Date of
               Termination, if applicable, if the
               applicable date (if any) in this subclause
               (i)(B) is within the six month period
               subsequent to the end of the most recent
               fiscal year; or (ii)(A) the tenth Business
               Day subsequent to the date of termination
               of the option granted to an Original
               Holder and all Transferee Holders of such
               Original Holder by subparagraph 2A
               pursuant to the second proviso therein, if
               applicable, or the tenth Business Day
               subsequent to an Original Holder's Date of
               Termination, if applicable, or, at the
               option of the Original Holder, (B) the
               third Business Day subsequent to the date
               on which the Audited Consolidated Balance
               Sheet is available for the then current
               fiscal year, if the applicable date (if
               any) in subclause (ii)(A) is within the
               six-month period prior to the end of the
               then current fiscal year.   

                    (v)  "Redemption Payment" means any
     redemption payment by the Corporation on a Redemption
     Date or a Subsequent Redemption Date which consists
     solely of cash, an equal number of shares of Common Stock
     and shares of Class B Common Stock (or, subsequent to the
     Conversion Date, 100% in shares of Common Stock), or a
     combination thereof.

                    (w)  "Redemption Price" for a Share
     redeemed on or prior to December 31, 1986 means, except
     as is otherwise provided below, the Book Value per share
     of Common Equity as of the last day of the fiscal year
     immediately preceding the Redemption Date or the
     Subsequent Redemption Date, as the case may be, for such
     Share minus the Original Discount on such Share. 
     Notwithstanding the foregoing, the Redemption Price for a
     Share as of a Redemption Date shall be determined by
     reference to the higher of the Book Value per share of
     Common Equity as of the last day of the most recent
     fiscal year ended or as of the end of the then current
     fiscal year, if the Redemption Date for such Share is
     determined pursuant to (u)(1)(ii)(B) or (u)(4)(ii)(B) of
     this paragraph 8.  For purposes of the preceding
     sentence, Book Value per share of Common Equity if
     measured at December 31, 1986 or thereafter shall be
     deemed to be an amount equal to twice that of the Book
     Value per share of Common Equity as of such date. 
     "Redemption Price" for a Share redeemed subsequent to
     December 31, 1986 means, except as is otherwise provided,
     an amount equal to twice that of the Book Value per share
     of Common Equity as of the last day of the fiscal year
     immediately preceding the Redemption Date or the
     Subsequent Redemption Date, as the case may be, for such
     Share minus the Original Discount on such Share. 
     Notwithstanding the foregoing sentence, the Redemption
     Price for a Share as of a Redemption Date shall be
     determined by reference to the higher of an amount equal
     to twice that of the Book Value per share of Common
     Equity as of the last day of the most recent fiscal year
     ended or as of the end of the then current fiscal year,
     if the Redemption Date for such Share is determined
     pursuant to (u)(1)(ii)(B) or (u)(4)(ii)(B) of this
     paragraph 8.

                    (x)  "Subsequent Redemption Date" means
     the anniversary date of any Redemption Date upon which at
     least one-third (1/3) of the Shares issued to an Original
     Holder are required, pursuant to subparagraph 2B, to be
     presented and surrendered for redemption.

                    (y)  "Subsequent Redemption Payment" means
     any redemption payment by the Corporation in cash on
     Shares for which an Initial Redemption Payment has been
     made.

                    (z)  "Subsequent Redemption Payment Date"
     means, with respect to Shares for which an Initial
     Redemption Payment has been made, the anniversary date of
     the Initial Redemption Payment Date therefor.

                    (aa)  "Subsidiary" means any corporation
     at least a majority of the Voting Stock of which is, at
     the time as of which any determination is being made,
     owned by the Corporation either directly or indirectly
     through one or more Subsidiaries.

                    (bb)  "Substantial Transferee Holder"
     means a Transferee Holder or Transferee Holders of an
     Original Holder to whom at least 80% of the Shares
     outstanding at any time have been issued, which
     Transferee Holder holds, or which Transferee Holders in
     the aggregate hold, that number of Shares which when
     subtracted from the number of Shares issued to such an
     Original Holder which remain outstanding would result in
     such Original Holder and all other Transferee Holders of
     such Original Holder collectively no longer owning a
     majority of Shares outstanding at the time.

                    (cc)  "Total Dividend Rate" means .75 for
     the March 16, 1981 to March 15, 1982 Dividend Year, .875
     for the March 16, 1982 to March 15, 1983 Dividend Year
     and 1.00 for each Dividend Year thereafter.  

                    (dd)  "Transferee Holder" means a
     corporation all the Voting Stock of which is wholly owned
     by an Original Holder or, in the event of the death of an
     Original Holder, the estate of an Original Holder, any
     executor, administrator, legal representative or trustee
     thereof and any heir, distributee, devisee or legatee
     thereunder.

                    (ee)  "Voluntary Retirement" means any
     voluntary termination by an Original Holder of full-time
     employment with the Corporation other than a termination
     for Good Reason.  

                    (ff)  "Voting Stock" means any share of
     stock having general voting power in electing the board
     of directors, irrespective of whether or not at the time
     stock of any other class or series has or might have
     voting power by reason of the happening of any
     contingency.

          9.   Miscellaneous

               9A.  Determination of Fact.  Whenever a
     determination of fact is required in connection with any
     provision or provisions of this Certificate of
     Designation, the Board of Directors shall make such
     determination and its determination shall be conclusive.

               9B.  Headings.  The headings of the paragraphs
     and subparagraphs of this Certificate of Designation are
     inserted for convenience only and shall not constitute a
     part hereof.

               9C.  Validity.  The invalidity or
     unenforceability of any provision or provisions of this
     Certificate of Designation shall not affect the validity
     or enforceability of any other provision of this
     Certificate, which shall remain in full force and effect.

          IV.  Series I Preferred Stock.  The number of shares
     constituting the Series I Preferred Stock shall be
     20,000, which number may from time to time be decreased
     (but not below the number then outstanding) by the Board
     of Directors and the voting power, preferences and
     relative, participating, optional, dividend and other
     special rights, and the qualifications, limitations and
     restrictions of the Series I Preferred Stock and the
     restrictions on the Corporation in connection with the
     Series I Preferred Stock shall be as follows:

          1.   Dividends.

               1A.  General Dividend Obligations.  The holders
     of record of Series I Preferred Stock shall be entitled,
     equally and ratably, to receive, when and as declared by
     the Board of Directors out of the surplus, profits or
     other funds of the Corporation available for the payment
     of dividends under the General Corporation Law of the
     State of Delaware, Preferential Dividends and
     Participating Dividends at the times, in the amounts and
     under the conditions specified in this paragraph 1.

               1B.  Preferential Dividends.  Preferential
     Dividends on each share of Series I Preferred Stock
     ("Share") shall be payable in equal amounts quarterly on
     the fifteenth day of March, June, September and December
     (or, if such day is not a Business Day, the immediately
     succeeding Business Day) ("Preferential Dividend Payment
     Dates"), commencing on the first such Preferential
     Dividend Payment Date occurring after the original
     issuance of the first Share.  Preferential Dividends on
     Shares shall be calculated at the annual rate of $.25 per
     Share ("Preferential Dividend Rate") and shall be
     cumulative and shall accrue at the Preferential Dividend
     Rate from and after the Preferential Dividend Payment
     Date next preceding the respective dates of issue of such
     Shares to and including the respective dates on which
     payment of the Redemption Price of such Shares shall have
     been made in accordance with paragraph 2 hereof, whether
     or not such dividends have been declared and whether or
     not there shall be, at the time Preferential Dividends
     are calculated or become payable or at any other time,
     surplus, profits, or other funds of the Corporation
     available for the payment of dividends under the General
     Corporation Law of the State of Delaware or under the
     terms of any agreement to which the Corporation is a
     party or by which it is bound; provided, however, that
     Preferential Dividends on Shares, which are originally
     issued after a record date fixed by the Board of
     Directors for the payment of Preferential Dividends and
     on or before the next succeeding Preferential Dividend
     Payment Date, shall be cumulative from and after such
     succeeding Preferential Dividend Payment Date.

               The Corporation shall not (a) declare or pay
     any dividends whatsoever upon, (b) make any distribution
     upon, (c) acquire or redeem, or (d) permit or cause any
     Subsidiary to acquire or redeem, any shares of Common
     Stock of the Corporation ("Common Stock") or any shares
     of Limited Duration Class B Common Stock ("Class B Common
     Stock") (where no distinction is to be made between
     Common Stock and Class B Common Stock, a share of either
     shall be referred to collectively as "Common Equity") or
     any shares of any other class or series of stock of the
     Corporation ranking junior as to dividends or assets to
     the Series I Preferred Stock ("Junior Stock") unless, in
     each case, the full cumulative Preferential Dividends
     (whether or not earned or declared) on all Shares
     outstanding shall have been paid for all past Dividend
     Periods and all arrearages, if any, in the payment of the
     Redemption Price for all Shares which have been presented
     and surrendered for redemption shall have been paid
     unless, in any such event, the holders of a majority of
     the then outstanding Shares shall have consented thereto
     by affirmative vote at an annual meeting or a special
     meeting called for that purpose.

               The amount of any Preferential Dividends
     accrued on any Share at any Preferential Dividend Payment
     Date shall be deemed to be the amount of any unpaid
     Preferential Dividends accumulated thereon to and
     including such Preferential Dividend Payment Date
     (whether or not earned or declared) and the amount of
     Preferential Dividends accrued on any Share at any date
     other than at a Preferential Dividend Payment Date shall
     be calculated as the amount of any unpaid Preferential
     Dividends accumulated thereon to and including the last
     preceding Preferential Dividend Payment Date (whether or
     not earned or declared) plus an amount calculated on the
     basis of the Preferential Dividend Rate for the period
     after such last preceding Preferential Dividend Payment
     Date to and including the date as of which the
     calculation is made, based on a 360-day year of twelve
     30-day months.

               1C.  Participating Dividends.  Whenever there
     is a declaration of a dividend upon the Common Equity,
     there shall also be a declaration of a Participating
     Dividend upon the Series I Preferred Stock if, at the
     time of such declaration upon the Common Equity, the
     Total Dividend Rate multiplied by two times the sum of
     (i) any prior payment or payments or dividends upon
     Common Equity during the Dividend Year per share of
     Common Equity outstanding at the time of such payment or
     payments ("Prior Common Equity Dividend Payments") and
     (ii) the amount of any such declaration of a dividend
     upon the Common Equity per share of Common Equity
     outstanding at the time of such declaration ("Common
     Equity Dividend Declaration"), is greater than the sum of
     any prior payment or payments of Preferential Dividends
     upon Series I Preferred Stock during the Dividend Year
     per Share outstanding at the time of such payment or
     payments ("Prior Preferential Dividend Payments") and any
     prior payment or payments of Participating Dividends upon
     Series I Preferred Stock during the Dividend Year per
     Share outstanding at the time of such payment or payments
     ("Prior Participating Dividend Payments").  If there
     shall be a declaration of a Participating Dividend as
     aforesaid, (a) the amount of such Participating Dividend
     during any Dividend Year shall be equal to the Total
     Dividend Rate multiplied by two times the sum of the
     Prior Common Equity Dividend Payments and the Common
     Equity Dividend Declaration, minus the sum of the Prior
     Preferential Dividend Payments and the Prior
     Participating Dividend Payments; and (b) payment of such
     Participating Dividend shall be made on the date that
     payment of the corresponding dividend upon the Common
     Equity is made.

          2.   Redemption

               2A.  Optional Redemption.  Upon (i) the death
     of an Original Holder, (ii) the Permanent Disability or
     the Permanent Mental Disability of an Original Holder,
     (iii) the termination of an Original Holder's full-time
     employment with the Corporation by the Original Holder
     for Good Reason or (iv) termination of an Original
     Holder's full-time employment with the Corporation by the
     Corporation without Cause, such Original Holder and all
     Transferee Holders of such Original Holder shall
     collectively have the option for a period of twelve
     months following any such event to present and surrender
     the certificate or certificates representing all, but not
     less than all, of their respective Shares duly endorsed
     in blank or accompanied by an appropriate form of
     assignment and, except as is otherwise provided by
     subparagraph 2D hereof, upon the exercise of such option,
     the Corporation shall redeem all of the Shares so
     presented and surrendered; provided, however, that the
     option granted to an Original Holder and all Transferee
     Holders of such Original Holder by this subparagraph 2A
     shall terminate upon the tenth anniversary of the
     Exchange Date.

               2B.  Mandatory Redemption.  Upon the
     termination of an Original Holder's full-time employment
     with the Corporation for Cause, the Original Holder and
     every Transferee Holder of the Original Holder shall, on
     the Redemption Date, present and surrender the
     certificate or certificates representing all of their
     respective Shares duly endorsed in blank or accompanied
     by an appropriate form of assignment and, except as is
     otherwise provided by subparagraph 2D hereof, the
     Corporation shall redeem all of such Shares.  In
     addition, unless subject to redemption pursuant to the
     immediately preceding sentence, upon the tenth
     anniversary of the Exchange Date, the Original Holder and
     every Transferee Holder of the Original Holder shall, on
     the Redemption Date, present and surrender the
     certificate or certificates representing at least one-
     third (1/3) of their respective Shares duly endorsed in
     blank or accompanied by an appropriate form of assignment
     and, except as is otherwise provided by subparagraph 2D
     hereof, the Corporation shall redeem all of such Shares;
     provided, however, that on each of the next two
     Subsequent Redemption Dates, the Original Holder and
     every Transferee Holder of the Original Holder shall
     present and surrender, in equal amounts, the certificate
     or certificates representing the remainder, if any, of
     their respective Shares and, except as otherwise provided
     by subparagraph 2D hereof, the Corporation shall redeem
     all of such Shares.

               2C.  Notice of Redemption.  Each holder of
     Shares who shall be entitled to, and shall elect to,
     present and surrender Shares for redemption pursuant to
     the option granted by subparagraph 2A and each holder of
     Shares who shall be required to present and surrender
     Shares for redemption pursuant to subparagraph 2B shall,
     no less than five days before a Redemption Date or
     Subsequent Redemption Date, as the case may be, provide
     the Corporation with written notice containing the name
     of the Original Holder of the Shares to be redeemed, the
     number of Shares to be redeemed and the number or numbers
     of the certificate or certificates representing such
     Shares, and, subject to the limitations in subparagraph
     2D, a statement as to the selected manner of payment.

               Each notice to the Corporation contemplated by
     this subparagraph 2C shall be sent by certified mail,
     return receipt requested, to the President or the
     Secretary of the Corporation at the address of the
     principal executive offices of the Corporation.

               2D.  Payment of Unpaid Dividends and the
     Redemption Price.  On each Redemption Date and each
     Subsequent Redemption Date, the Corporation shall pay, in
     cash to each holder whose Shares are to be redeemed all
     accrued and unpaid Preferential Dividends upon such
     Shares, and all declared and unpaid Participating
     Dividends upon such Shares as of a record date on or
     before such Redemption Date or Subsequent Redemption
     Date; provided, however, that if, on a Redemption Date or
     a Subsequent Redemption Date, there should be
     insufficient surplus, profits or other funds of the
     Corporation available for the payment of such dividends
     under the General Corporation Law of the State of
     Delaware or due to the terms of any agreement to which
     the Corporation is a party or by which it is bound, each
     such holder shall receive, pro rata based on the number
     of such holder's Shares to be redeemed, the amount of
     such dividends for which surplus, profits or other funds
     of the Corporation are available.  Thereafter, any
     surplus, profits or other funds of the Corporation
     available for the payment of such dividends shall,
     subject to any identical or substantially similar
     obligation imposed upon the Corporation with respect to
     shares of any other series of Redeemable Preferred Stock
     of the Corporation having, as to dividends, parity with
     the Shares, immediately be so used by the Corporation and
     the Corporation shall not pay the Redemption Price on any
     Shares unless and until all of such dividends upon all
     redeemed Shares, and upon all redeemed shares of any
     series of Redeemable Preferred Stock of the Corporation
     having, as to dividends, parity with the Shares, shall
     have been paid.

               On a Redemption Date or a Subsequent Redemption
     Date, in addition to the Preferential Dividends and
     Participating Dividends which the Corporation is required
     to pay as aforesaid, the Corporation shall also pay to
     each holder who presents and surrenders the certificate
     or certificates representing those of his Shares which
     are to be redeemed an amount equal to the number of such
     holder's Shares which are to be redeemed multiplied by
     the Redemption Price and such amount shall, subject to
     the limitation in this subparagraph 2D, be paid 100% in
     cash, or 100% in shares of Common Equity of equivalent
     value equally divided between shares of Common Stock and
     shares of Class B Common Stock (or, subsequent to the
     Conversion Date, 100% in shares of Common Stock of
     equivalent value), or 100% by a Promissory Note, or any
     combination of the foregoing in the proportions specified
     by the holder of Shares to be redeemed; provided,
     however, that the Corporation shall not be required to
     pay an amount in cash in excess of one-third (1/3) of the
     Aggregate Redemption Price in any fiscal year and, in the
     event that the number of Shares presented and surrendered
     for payment in cash exceeds such amount, the holder or
     holders presenting and surrendering such Shares shall
     receive a Promissory Note for such excess; provided
     further, however, that if, on any Redemption Date, or
     Subsequent Redemption Date, (a) the Corporation does not
     have an effective registration statement under the
     Securities Act of 1933, as amended (the "1933 Act"), and
     any applicable state securities or blue sky laws covering
     the issuance of shares of Common Equity in payment for
     Shares to be redeemed and, in the opinion of counsel to
     the Corporation, the issuance of shares of Common Equity
     for such payment is not exempt under the 1933 Act and any
     applicable state securities or blue sky laws or (b) if,
     in the opinion of counsel to the Corporation, the
     issuance of shares of Common Equity in payment for Shares
     to be redeemed would constitute a violation of Section 7
     of the Securities Exchange Act of 1934, as amended (the
     "1934 Act"), or the Regulations of the Board of Governors
     of the Federal Reserve System under Section 7 of the 1934
     Act, a holder of Shares to be redeemed shall only be
     entitled to payment in cash and a Promissory Note; and
     provided further, however, that (a) if, in any fiscal
     year of any Redemption Date or Subsequent Redemption
     Date, or any Subsequent Redemption Payment Date, there
     should be insufficient surplus, profits or other funds of
     the Corporation available for the payment of any
     Redemption Payment or Initial Redemption Payment, or any
     Subsequent Redemption Payment, respectively, under the
     General Corporation Law of the State of Delaware or due
     to the terms of any agreement to which the Corporation is
     a party or by which it is bound or (b) if, in the case of
     any Redemption Payments or Initial Redemption Payments
     which, pursuant to subparagraph 2A or subparagraph 2B,
     would be due and payable in any fiscal year or in the
     case of any Subsequent Redemption Payments which are due
     and payable in any fiscal year, the aggregate of such
     payments exceed 40% of the post-tax profits of the
     Corporation for the next preceding fiscal year, then each
     holder shall receive pro rata based on the number of such
     holder's Shares to be redeemed or which have been
     redeemed, as the case may be, the amount of the
     Redemption Payment or Initial Redemption Payment, or
     Subsequent Redemption Payment, for which funds of the
     Corporation are available as provided in subclauses (a)
     and (b) of this proviso and, in the case of Shares for
     which a Redemption Payment or an Initial Redemption
     Payment was to have been made, the holders of such Shares
     shall be entitled to retain such Shares until such Shares
     would otherwise be required to be presented and
     surrendered for redemption and there is sufficient
     surplus, profits or other funds of the Corporation
     available for the Redemption Payment or the Initial
     Redemption Payment therefor and, in the case of any
     Shares which have been redeemed, any part of the
     Subsequent Redemption Payment remaining unpaid shall be
     added to the Subsequent Redemption Payment due and
     payable on the next succeeding Subsequent Redemption
     Payment Date.

               If a holder of Shares specifies payment of any
     Redemption Payment or Initial Redemption Payment, whether
     in whole or in part, in shares of Common Equity, such
     payment shall be made in an equal number of shares of
     Common Stock and shares of Class B Common Stock (or,
     subsequent to the Conversion Date, 100% in shares of
     Common Stock) which are authorized but unissued or are
     held in the treasury of the Corporation or any
     combination thereof.  The value of a share of Common
     Equity as of a particular date shall be deemed to be the
     closing sale price (or if no closing sales price is
     available for such date, the average of the closing bid
     and asked prices) for a share of Common Stock on the
     Business Day next preceding such date as reported by the
     National Association of Securities Dealers Automated
     Quotation System ("NASDAQ"), or if the shares of Common
     Stock are not listed on NASDAQ, the average of such
     closing bid and asked prices as reported by the National
     Quotation Bureau, Inc. ("NQB"), or if such closing sale
     or closing bid and asked prices are not available from
     the NQB, the value as determined by a member of the New
     York Stock Exchange selected by the Board of Directors.

               2E.  Dividends After Redemption Date or
     Subsequent Redemption Date.  Each Share which a holder
     has elected to present and surrender for redemption
     pursuant to the option granted by subparagraph 2A shall
     not, after the Redemption Date or the Subsequent
     Redemption Date therefor, be entitled to any Preferential
     Dividends accrued after such Redemption Date or
     Subsequent Redemption Date, or any Participating
     Dividends declared as of a record date after such
     Redemption Date or Subsequent Redemption Date, and on
     such Redemption Date or Subsequent Redemption Date all
     rights of a holder of such Share, as a stockholder of the
     Corporation by reason of the ownership of such Share,
     shall cease, except the right to receive any Preferential
     Dividends accrued upon such Share up to and including
     such Redemption Date or Subsequent Redemption Date, any
     Participating Dividends declared upon such Share as of a
     record date on or before such Redemption Date or
     Subsequent Redemption Date and the Redemption Price of
     such Share upon presentation and surrender of the
     certificate representing such Share, and such Share shall
     not, after such Redemption Date or Subsequent Redemption
     Date, be deemed to be outstanding; provided, however,
     that if the Corporation does not, upon presentation and
     surrender of a certificate representing a Share, pay all
     of such accrued and unpaid Preferential Dividends upon,
     all of such declared and unpaid Participating Dividends
     upon, and the Redemption Price for, such Share on the
     Redemption Date or the Subsequent Redemption Date, as the
     case may be, the rights of a holder of such Share as a
     stockholder of the Corporation by reason of the ownership
     of such Share shall not cease and such Share shall be
     deemed outstanding, until the Corporation shall pay all
     of such dividends upon, and the Redemption Price for,
     such Share.

               2F.  Adjustment of the Redemption Price.  If
     the Corporation purchases any shares of Common Equity at
     an aggregate purchase price which is more than $100,000
     in excess of the product of the Book Value per share of
     Common Equity as of the date of such purchase and the
     number of shares of Common Equity purchased (such excess
     being herein called the "Excess Purchase Price"), for the
     purpose of calculating the Redemption Price of any Share
     that was issued prior to such purchase of Common Equity
     (provided that for these purposes, any share of Series I
     Preferred Stock that was issued in exchange for a share
     of Series 1 Preferred Stock shall be deemed to have been
     issued as of the date of issuance of the share of Series
     1 Preferred Stock for which it was exchanged), the Book
     Value per share of Common Equity as of a Redemption Date
     or a Subsequent Redemption Date shall be deemed to be the
     Book Value per share of Common Equity as it would have
     been had the Excess Purchase Price been amortized over a
     ten year period beginning on the date on which the
     purchase or purchases of Common Equity occurred.  If
     there are (a) changes in the number of shares of Common
     Equity outstanding as a result of (i) stock dividends,
     splits, combinations or exchanges of shares of Common
     Equity, (ii) issuances of shares of Common Equity in
     acquisitions, (iii) merger, consolidation or
     reorganization or (iv) any other unusual and
     extraordinary items or events or (b) if there are any
     disproportionate and material effects on the Common
     Stockholders' Equity as a result of (i) any of the
     foregoing, (ii) changes in the accounting policies of the
     Corporation or (iii) any other unusual and extraordinary
     items or events, for the purpose of calculating the
     Redemption Price of any Share issued prior to any such
     change or disproportionate and material effect only, the
     Book Value per share of Common Equity as of a Redemption
     Date or Subsequent Redemption Date may be adjusted to
     such an extent and in such manner as the Board of
     Directors or a duly designated committee thereof shall,
     in its sole discretion, determine is necessary to
     preserve the benefit of the redemption provisions in this
     paragraph 2 for the holders of Series I Preferred Stock
     and the Corporation.

               2G.  Status of Redeemed Shares.  Upon the
     redemption of any Shares, the Corporation shall, pursuant
     to Section 151(g) of the General Corporation Law of the
     State of Delaware as now or hereafter in effect, cause
     the number of authorized shares of Series I Preferred
     Stock to be decreased by the number of Shares redeemed
     and the Corporation shall not thereafter issue any of
     such Shares or any other shares of Preferred Stock as
     shares of Series I Preferred Stock.

          3.   Liquidation.

               3A.  Liquidation Preference.  Upon any
     liquidation, dissolution or winding up of the
     Corporation, whether voluntary or involuntary, the
     holders of the Series I Preferred Stock shall be entitled
     to be paid out of the assets of the Corporation available
     for distribution to its stockholders (whether from
     capital, surplus or earnings) an amount of cash equal to
     $1.00 per Share ("Liquidation Preference") plus all
     accrued and unpaid Preferential Dividends, before any
     distribution or payment is made upon any Common Equity or
     any other Junior Stock of the Corporation, but subject to
     the prior rights of the holders of shares of other series
     of Preferred Stock which are by their terms expressly
     made senior as to liquidation preferences to the Series I
     Preferred Stock.  If upon such liquidation, dissolution
     or winding up of the Corporation, whether voluntary or
     involuntary, the assets of the Corporation should not be
     sufficient to permit payment to the holders of Series I
     Preferred Stock of the amount which they are entitled to
     be paid as aforesaid and the holders of any other series
     of Preferred Stock ranking equally as to liquidation
     preferences to the Series I Preferred Stock of the amount
     to which they are entitled to be paid, then the entire
     assets of the Corporation to be distributed to such
     holders shall be distributed ratably among them.

               3B.  Liquidation Participation.  Upon any such
     liquidation, dissolution or winding up of the
     Corporation, after the holders of the Series I Preferred
     Stock shall have been paid in full the Liquidation
     Preference and the accrued and unpaid Preferential
     Dividends and the holders of any other series of
     Preferred Stock have been paid their liquidation
     preferences and any accrued and unpaid preferential
     dividends, the holders of the Series I Preferred Stock
     and the holders of any other series of Preferred Stock
     shall not be entitled to any further payment unless and
     until the holders of Common Equity shall have received
     out of the assets of the Corporation available for
     distribution to its stockholders (whether from capital,
     surplus or earnings), for each share of Common Stock, an
     amount in cash equal to one-half of the Liquidation
     Preference and for each share of Class B Common Stock, an
     amount equal to one-half of the Liquidation Preference;
     but if, after the holders of Common Equity shall have
     been paid in full such amounts, the value of the
     remainder of the assets of the Corporation available for
     distribution to its stockholders per share of Common
     Equity, Series I Preferred Stock, and any other series of
     Preferred Stock entitled to a liquidation participation
     is greater than the Original Discount for a share of
     Series I Preferred Stock, the holder of any such share of
     Series I Preferred Stock shall be entitled to receive a
     liquidation participation such that the aggregate
     liquidation payment for each share of Series I Preferred
     Stock is equal to the difference between two times the
     aggregate liquidation payment for each share of Common
     Equity and the Original Discount at which the share of
     Series I Preferred Stock was issued.

               3C.  Events Not Deemed a Liquidation,
     Dissolution or Winding Up.  Neither the consolidation or
     merger of the Corporation into or with any other
     corporation or corporations, nor the sale, lease,
     exchange or other disposition by the Corporation of all
     or any part of its property or assets, nor the reduction
     of the capital stock of the Corporation, shall be deemed
     to be a liquidation, dissolution or winding up of the
     Corporation within the meaning of any of the provisions
     of this paragraph 3.

          4.   Voting.

               4A.  General Right to Vote.  The holders of
     Series I Preferred Stock shall be entitled to eleven
     votes for each Share held of record and, together with
     the holders of any other series of Preferred Stock who
     shall have the right and power to vote generally with the
     holders of Common Equity, shall, together with the
     holders of Common Equity, all voting as a single class,
     possess voting power for the election of directors and
     for all other purposes, except as is otherwise provided
     in the Restated Certificate of Incorporation or any
     certificate amendatory thereof or supplemental thereto,
     this paragraph 4 and in paragraph 6 hereof.  The
     foregoing notwithstanding, on and subsequent to the
     Conversion Date, the holders of Series I Preferred Stock
     shall be entitled to two votes for each Share held of
     record.

               4B.  Restrictions on Voting Rights.  Upon the
     earliest of (i) the tenth anniversary of the Exchange
     Date, (ii) the death of an Original Holder or (iii) the
     Permanent Mental Disability of an Original Holder, the
     voting rights which such Original Holder and any
     Transferee Holder of such Original Holder would otherwise
     have, whether pursuant to this Certificate of
     Designations, the Restated Certificate of Incorporation
     or any certificate amendatory thereof or supplemental
     thereto, by virtue of the Shares held by such Original
     Holder or such Transferee Holder, shall terminate;
     provided, however, that if such rights terminate as a
     result of clauses (i), (ii) or (iii) above and if the
     Corporation has issued a Promissory Note under
     subparagraph 2D, then, if the Corporation subsequently
     defaults in its obligations thereunder, from and after
     such default such voting rights shall be reinstated for
     such period of time as the Corporation is in default of
     such obligations.  

               In the event of the commencement of an
     involuntary receivership, liquidation, reorganization or
     similar proceeding against an Original Holder or a
     Transferee Holder, whether under the Federal Bankruptcy
     Code or any other applicable federal or state law, and
     the appointment of a receiver, interim trustee, trustee
     or similar official of such Original Holder or Transferee
     Holder or in the event of the commencement of a voluntary
     receivership, liquidation, reorganization or similar
     proceeding by an Original Holder or a Transferee Holder,
     whether under the Federal Bankruptcy Code or any other
     applicable federal or state law, the voting rights which
     such Original Holder or such Transferee Holder or a
     Transferee Holder of such Original Holder would otherwise
     have, whether pursuant to this Certificate of
     Designations, the Restated Certificate of Incorporation
     or any certificate amendatory thereof or supplemental
     thereto, by virtue of Shares held by any such Original
     Holder or Transferee Holder, shall terminate.  In
     addition, in the event of the commencement of an
     involuntary receivership, liquidation, reorganization or
     similar proceeding against an Original Holder to whom at
     least 80% of the Shares outstanding at any time have been
     issued or a Substantial Transferee Holder, whether under
     the Federal Bankruptcy Code or any other applicable
     federal or state law, and the appointment of a receiver,
     interim trustee, trustee or similar official of such
     Original Holder or Substantial Transferee Holder or in
     the event of the commencement of a voluntary
     receivership, liquidation, reorganization or similar
     proceeding by such Original Holder or Substantial
     Transferee Holder, whether under the Federal Bankruptcy
     Code or any other applicable federal or state law, the
     voting rights which all Original Holders and Transferee
     Holders would otherwise have, whether pursuant to this
     Certificate of Designations, the Restated Certificate of
     Incorporation or any certificate amendatory thereof or
     supplemental thereto, by virtue of Shares held by any
     such Original Holders or Transferee Holders, shall
     terminate.

               4C.  Other Voting Rights - General.  In
     addition to the voting rights of the holders of the
     Series I Preferred Stock provided pursuant to the
     foregoing provisions of this paragraph 4 and subject to
     the restrictions contained in this paragraph 4, the
     holders of the Series I Preferred Stock shall have
     additional voting rights as provided in Articles Seventh
     and Tenth of the Corporation's Restated Certificate of
     Incorporation and paragraphs 4D and 4E below.  For
     purposes of said Articles Seventh and Tenth, the holders
     of Series I Preferred Stock shall be deemed to have the
     right to vote with the holders of Series 1 Preferred
     Stock pursuant to the fifth paragraph of said Article
     Seventh and the second paragraph of said Article Tenth. 
     Such voting rights shall be afforded to the holders of
     the Series I Preferred Stock as if they were named in
     said Articles Seventh and Tenth, regardless of whether
     the Series 1 Preferred Stock remains authorized or
     outstanding.  The voting rights set forth in this
     paragraph 4C and in paragraphs 4D and 4E shall not be
     affected by any redemption of the Series 1 Preferred
     Stock or any amendment or modification of said Articles
     Seventh and Tenth.

               4D.  Other Voting Rights - Directors.  The
     holders of the Shares, together with the holders of
     shares of Common Stock, Class B Common Stock and Series 1
     Preferred Stock and the holders of shares of any other
     series of Preferred Stock who shall have the right and
     power to vote with the holders of Common Stock, Class B
     Common Stock, Series I Preferred Stock and Series 1
     Preferred Stock as a single class on the election and
     removal of directors, shall have the right and power, all
     voting as a single class, (a) to elect a number of
     directors ("Capital Stock Directors") equal to three-
     quarters (3/4) of the number of directors which shall
     constitute the entire Board of Directors (or, if such
     number is a whole number and a fraction less than or
     equal to one-half (1/2), the number of Capital Stock
     Directors equal to such whole number, or if such number
     is a whole number and a fraction greater than one-half
     (1/2), the number of Capital Stock Directors equal to the
     next higher whole number), and (b) to remove, whether
     with or without cause, at any time, any of such Capital
     Stock Directors.  All rights with respect to cumulative
     voting, removal of Capital Stock Directors and filling of
     any vacancies so caused shall be governed by the terms of
     Articles Seventh and Tenth of the Corporation's Restated
     Certificate of Incorporation.

               The holders of Shares and, to the extent so
     authorized, the holders of Series 1 Preferred Stock
     entitled to vote such shares, together with the holders
     of shares of any other series of Preferred Stock with
     similar voting rights, shall have the right and power,
     all voting as a single class, (a) to elect a number of
     directors ("Preferred Stock Directors") equal to one-
     quarter (1/4) of the number of directors which shall
     constitute the entire Board of Directors (or, if such
     number is a whole number and a fraction less than one-
     half (1/2), the number of Preferred Stock Directors equal
     to such whole number, if such number is a whole number
     and a fraction greater than or equal to one-half (1/2),
     the number of Preferred Stock Directors equal to the next
     higher whole number) and (b) to remove, whether with or
     without cause, at any time, any of such Preferred Stock
     Directors.  The affirmative vote of the holders of not
     less than a majority of the outstanding shares entitled
     to vote thereon as aforesaid shall be required to elect a
     Preferred Stock Director.  Any Preferred Stock Director
     may be removed by the affirmative vote of the holders of
     not less than a majority of the shares entitled to vote
     thereon as aforesaid, given at an annual meeting or a
     special meeting of the holders of such shares called and
     held for that purpose; and the vacancy in the Board of
     Directors caused by such removal may be filled at any
     such meeting and, if not so filled, shall be filled by
     the remaining Preferred Stock Directors.

               If at any time, there are no longer any holders
     of Shares or holders of Series 1 Preferred Stock entitled
     to vote such shares, and there are no longer any holders
     of shares of any other series of Preferred Stock who have
     the right and power to vote with the holders of Shares or
     holders of Series 1 Preferred Stock (to the extent so
     authorized and outstanding) as a single class on the
     election and removal of Preferred Stock Directors, then
     the term of office of all Preferred Stock Directors shall
     terminate, and no additional Preferred Stock Directors
     shall be elected.  The vacancy or vacancies so created in
     the Board of Directors shall be filled with Capital Stock
     Directors and from such time the entire Board of
     Directors shall be comprised of Capital Stock Directors.

               The Board of Directors shall not adopt any
     resolutions authorizing any other series of preferred
     stock which shall be entitled to vote with the Series I
     Preferred Stock as a single class to elect Preferred
     Stock Directors, without the approval or consent of the
     holders of a majority of the outstanding shares of Series
     I Preferred Stock.

               Any special meeting contemplated in this
     paragraph 4D shall be called by the Board of Directors,
     the Chairman of the Board or the President upon the
     written request of the holders of not less than a
     majority of the outstanding shares of Common Stock, Class
     B Common Stock and Preferred Stock entitled to vote at
     such meeting, and at such meeting, the presence, in
     person or by proxy, of the holders of not less than a
     majority of the outstanding shares entitled to vote at
     such meeting shall constitute a quorum.

               4E.  Other Voting Rights - Certain
     Transactions.  Whenever the vote of stockholders is
     required to be taken by any provision of the General
     Corporation Law of the State of Delaware in connection
     with a merger or consolidation of the Corporation or the
     sale, lease, exchange or other disposition of all or
     substantially all of the assets of the Corporation, the
     holders of Shares together with the holders of any other
     series of Preferred Stock who shall have similar power to
     vote in connection therewith (including, if so authorized
     and outstanding, the Series 1 Preferred Stock) shall have
     the right and power to vote as a single class and the
     affirmative vote of the holders of not less than a
     majority of the outstanding shares entitled to vote
     thereon as aforesaid shall be required to approve any
     such action.

               If the Board of Directors should adopt a
     resolution or resolutions authorizing the issuance of
     additional series of Preferred Stock and if such
     resolution or resolutions should fix the voting power of
     such additional series such that the holders of such
     additional series would be entitled to vote with the
     holders of Series 1 Preferred Stock as a single class
     whenever the vote of the stockholders is required to be
     taken by any provision of the General Corporation Law of
     the State of Delaware in connection with a merger or
     consolidation of the Corporation or the sale, lease,
     exchange or other disposition of all or substantially all
     of the assets of the Corporation, then upon the
     affirmative vote of the holders of Shares together with
     the holders of any other series of Preferred Stock who
     shall have similar power to vote in connection therewith
     (including, if so authorized and outstanding, the Series
     1 Preferred Stock), voting as a single class, given at an
     annual meeting or a special meeting called and held for
     the purpose of considering such resolution or
     resolutions, the holders of such additional series shall
     be so entitled.

               Any special meeting contemplated by this
     paragraph 4E shall, upon the written request of the
     holders of not less than a majority of the outstanding
     shares of Preferred Stock entitled to vote at such
     meeting, be called by the Board of Directors, the
     Chairman of the Board or the President and at such
     meeting, the presence, in person or by proxy, of the
     holders of not less than a majority of the outstanding
     Shares and the shares of Preferred Stock entitled to vote
     at such meeting shall constitute a quorum.

          5.   Restrictions on Disposition of Shares.  An
     Original Holder shall only be entitled to assign, pledge,
     transfer or otherwise dispose of his Shares, or an
     interest in his Shares, to a Transferee Holder of the
     Original Holder or the Corporation; and a Transferee
     Holder of an Original Holder shall only be entitled to
     assign, pledge, transfer or otherwise dispose of Shares,
     or an interest in Shares, received from an Original
     Holder or a Transferee Holder to another Transferee
     Holder of such Original Holder or the Corporation.

          6.   Restrictions on Changes.  In addition to any
     other approvals or consents required by the General
     Corporation Law of the State of Delaware or other
     applicable law, the Corporation shall not, without the
     consent of the holders of record of a majority of the
     Shares outstanding, given in person or by proxy, either
     in writing without a meeting or by affirmative vote at an
     annual meeting or a special meeting called for that
     purpose at which the holders of the Shares outstanding
     shall be entitled to vote as a separate class, (a)
     create, authorize or issue (i) any shares of any class or
     series of stock of the Corporation ranking senior as to
     dividends or assets or otherwise to the Series I
     Preferred Stock ("Senior Stock") or (ii) any shares of
     any class or series of stock of the Corporation ranking
     on a parity as to dividends or assets or otherwise to the
     Series I Preferred Stock  ("Parity Stock"), (b)
     reclassify any authorized stock of the Corporation into
     any shares of Senior Stock or Parity Stock, (c) create,
     authorize or issue any obligation or security convertible
     into or evidencing the right to purchase any shares of
     Senior Stock or Parity Stock, or (d) amend, alter,
     supplement or repeal any of the provisions of the
     Restated Certificate of Incorporation or of any
     certificate (including this Certificate of Designations)
     amendatory thereof or supplemental thereto so as to
     affect adversely the preferences, rights, powers or
     privileges given by this Certificate of Designations to
     the Series I Preferred Stock.

          7.   Successors and Assigns.  The provisions of this
     Certificate of Designations shall be binding upon all
     successors and assigns of an Original Holder, including,
     without limitation, a Transferee Holder and any receiver,
     interim trustee or trustee in bankruptcy or
     representative of creditors of an Original Holder or a
     Transferee Holder.

          8.   Definitions.  The following terms shall have
     the following meanings, which meanings shall be equally
     applicable to the singular and plural forms of such
     terms:

                    (a)  "Additional Capital applicable to
     Redeemable Preferred Stock" as of a particular date means
     the amount thereof as shown on an Audited Consolidated
     Balance Sheet as of such date.

                    (b)  "Aggregate Redemption Price" means
     for the purpose of the calculation required by
     subparagraph 2D, the number of Shares issued to an
     Original Holder, whether or not outstanding, multiplied
     by the Redemption Price as of a Redemption Date or a
     Subsequent Redemption Date, as the case may be.

                    (c)  "Audited Consolidated Balance Sheet"
     as of a particular date means the audited consolidated
     balance sheet of the Corporation and its Subsidiaries
     (all the financial information on which has been computed
     in accordance with generally accepted accounting
     principles by the regular independent auditors of the
     Corporation) as of the last day of the applicable fiscal
     year.

                    (d)  "Book Value per share of Common
     Equity" means as of a particular date the book value per
     share of Common Equity (Common Stockholders' Equity
     divided by the number of shares of Common Equity
     outstanding), plus the cumulative amount per share of
     Common Equity transferred from Common Stockholders'
     Equity to Additional Capital applicable to Redeemable
     Preferred Stock since the issuance of any shares of the
     Series 1 Preferred Stock, and as of such date as shown on
     an Audited Consolidated Balance Sheet as of such date.

                    (e)  "Business Day" means any day which is
     not a Saturday or a Sunday or a day on which the banks
     are closed for business in New York, New York.

                    (f)  "Cause" shall have the meaning set
     forth in Section 22 of the Agreement, made as of
     February 9, 1984, between the Corporation and Edward H.
     Meyer (as amended).

                    (g)  "Common Stockholders' Equity" as of a
     particular date means the common stockholders' equity as
          derived from the Audited Consolidated Balance Sheet as of
     such date.

                    (h)  "Conversion Date" means the date upon
     which all outstanding shares of Class B Common Stock
     automatically convert into shares of Common Stock
     pursuant to subparagraph III.(D)(9) of the paragraph
     entitled "Common Stock and Class B Common Stock" in
     Article Fourth of the Corporation's Restated Certificate
     of Incorporation.

                    (i)  "Date of Termination" means the date
     of termination of an Original Holder's full-time
     employment with the Corporation.

                    (j)  "Dividend Period" means the quarterly
     period ending on a Preferential Dividend Payment Date.

                    (k)  "Dividend Year" means the period from
     March 16 in one year to March 15 in the succeeding year
     commencing with the March 16 immediately preceding the
     Exchange Date.

                    (l)  "Exchange Date" means the date of
     filing of this Certificate of Designations with the
     Secretary of State of the State of Delaware.

                    (m)  "Good Reason" means:

                         (1)  a change in control of the
     Corporation, which shall be conclusively deemed to have
     occurred if any of the following shall have taken place: 
     (i) a change in control of a nature that would be
     required to be reported in response to Item 5(f) of
     Schedule 14A of Regulation 14A under the 1934 Act, unless
     such change in control results in control by the Original
     Holder, his designee(s) or "affiliate(s)" (as defined in
     Rule 12b-2 under the 1934 Act) or any combination
     thereof; (ii) any "person" (as such term is used in
     Sections 13(d) and 14(d)(2) of the 1934 Act), other than
     the Original Holder, his designee(s) or "affiliate(s)"
     (as defined in Rule 12b-2 under the 1934 Act) or any
     combination thereof, is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the 1934 Act), directly
     or indirectly, of securities of the Corporation
     representing 40% or more of the combined voting power of
     the Corporation's then outstanding securities; or (iii)
     during any period of two (2) consecutive years commencing
     after the date of this Certificate of Designations,
     individuals who at the beginning of such period
     constitute the Board of Directors cease for any reason to
     constitute at least a majority thereof, unless the
     election of each director who was not a director at the
     beginning of such period has been approved in advance by
     directors representing at least a majority of the
     directors then in office who were directors at the
     beginning of the period; or

                         (2)  any assignment to the Original
     Holder of any duties other than those contemplated by, or
     a limitation of the powers of an Original Holder not
     contemplated by, the relevant provisions of his
     employment agreement with the Corporation, if any; or

                         (3)  any removal of the Original
     Holder from, or any failure to re-elect the Original
     Holder to, any of the positions which he may hold by
     virtue of his employment agreement with the Corporation,
     if any, except in connection with his Disability (as
     defined in any such employment agreement) or with the
     termination of his full-time employment with the
     Corporation for Cause; or

                         (4)  a reduction in the Original
     Holder's rate of compensation not agreed to in writing by
     him; or

                         (5)  a failure by the Corporation to
     comply with any of the provisions of the Original
     Holder's employment agreement with the Corporation, if
     any, concerning his compensation, pension, life
     insurance, disability rights or vacations; or

                         (6)  failure by the Corporation to
     require any successor (whether direct or indirect, by
     purchase, merger, consolidation or otherwise) to all or
     substantially all of the business and/or assets of the
     Corporation, by agreement in form and substance
     satisfactory to the Original Holder, expressly to assume
     and agree to perform the Original Holder's employment
     agreement, if any, in the same manner and to the same
     extent that the Corporation would be required to perform
     it if no such succession had taken place; or

                         (7)  failure by the Corporation to
     offer to continue to employ the Original Holder following
     expiration of his employment agreement with the
     Corporation in the same positions as those held by him
     immediately prior to such expiration and on terms at
     least as favorable to the Original Holder as the terms
     set forth in his employment agreement.

                    (n)  "Initial Redemption Payment" means
     any redemption payment by the Corporation on a Redemption
     Date or a Subsequent Redemption Date, which consists, at
     least in part, of a Promissory Note.

                    (o)  "Original Discount" for a share of
     Series I Preferred Stock means the discount from the Book
     Value per share of Common Equity as of the last day of
     the then current fiscal year or of the next preceding
     fiscal year, whichever is nearer the date on which an
     Original Holder purchased such share or, if applicable,
     the date on which an Original Holder purchased from the
     Corporation the share of Series 1 Preferred Stock in
     exchange for which such share of Series I Preferred Stock
     was issued, pursuant to that certain Book Value Preferred
     Stock Plan dated as of April 2, 1981, as amended on May
     20, 1982 and as subsequently amended on June 13, 1983,
     and as such plan may from time to time be amended or
     supplemented in accordance with its terms (the "Plan").

                    (p)  "Original Holder" means a senior
     executive officer (whether or not a member of the Board
     of Directors) of the Corporation or any Subsidiary to
     whom any Shares or, if applicable, any shares of Series 1
     Preferred Stock in exchange for which Shares have been
     issued, have been sold pursuant to the Plan.

                    (q)  "Participating Dividend" means the
     dividend which, subject to the conditions in subparagraph
     1C, the Corporation is required to declare on Shares
     whenever a dividend is declared on shares of Common
     Equity.

                    (r)  "Permanent Disability" means (i) in
     the case of an Original Holder to whom at least 80% of
     the Shares outstanding at any time have been issued, an
     illness or other disability (other than a Permanent
     Mental Disability) of such Original Holder which results
     in such Original Holder being unable regularly to perform
     his duties as Chief Executive Officer and President of
     the Corporation for a period of 18 months and the
     termination of such Original Holder's full-time
     employment as such Chief Executive Officer and President
     and (ii) in the case of any Original Holder, an illness
     or other disability (other than a Permanent Mental
     Disability) which results in any such Original Holder
     being unable regularly to perform his duties as an
     employee of the Corporation for a period of 18 months and
     the termination of any such Original Holder's full-time
     employment with the Corporation.

                    (s)  "Permanent Mental Disability" means a
     mental illness or other mental disability of a person
     which results in such person being incapable of
     understanding and unable regularly to act with discretion
     in the ordinary affairs of life for a period of at least
     90 consecutive days, as determined by a written
     certification of a qualified medical doctor agreed to by
     the Corporation and such person or, in the event of such
     person's incapacity to designate a doctor, such person's
     legal representative.  In the absence of an agreement
     between the Corporation and such person (or his legal
     representative), each shall nominate a qualified medical
     doctor and the two doctors shall select a third doctor,
     who shall make the determination as to the disability. 
     The appointment of a guardian or legal conservator for a
     person shall create a presumption of the Permanent Mental
     Disability of such person.

                    (t)  "Preferential Dividend" means the
     dividend which will be calculated at the Preferential
     Dividend Rate and which will accumulate and accrue as
     provided in subparagraph 1B.

                    (u)  "Promissory Note" means a promissory
     note of the Corporation, such note to bear interest at an
     annual rate equal to the higher of the prime rate charged
     by Citibank, N.A. or the rate at which the Corporation is
     entitled to borrow money from the principal banking
     institution with which it does business, each as of the
     Redemption Date or the Subsequent Redemption Date, as the
     case may be, and such note shall be payable in cash on
     the next two Subsequent Redemption Payment Dates.

                    (v)  "Redeemable Preferred Stock" means
     any series of redeemable preferred stock of the
     Corporation which is issued by the Corporation since the
     issuance of any shares of the Series 1 Preferred Stock,
     unless the Certificate of Designations fixing the voting
     power, preferences and relative, participating, optional,
     dividends and other special rights, and the
     qualifications, limitations and restrictions of such
     series of redeemable preferred stock expressly provides
     otherwise.

                    (w)  "Redemption Date" means:

                         (1)  for the purposes of the option
     granted to an Original Holder and all Transferee Holders
     of such Original Holder by subparagraph 2A, (i) the later
     of (A) the third Business Day subsequent to the date on
     which the Audited Consolidated Balance Sheet is available
     for the most recent fiscal year ended or (B) the date on
     which an Original Holder and all Transferee Holders of
     such Original Holder collectively intend to exercise such
     option as evidenced by their provision of notice to the
     Corporation, if the date of the notice referred to in
     subclause (i)(B) is within the six-month period
     subsequent to the end of the most recent fiscal year; or
     (ii) the later of (A) the date on which an Original
     Holder and all Transferee Holders of such Original Holder
     collectively intend to exercise such option as evidenced
     by their provision of notice to the Corporation or (B)
     the third Business Day subsequent to the date on which
     the Audited Consolidated Balance Sheet is available for
     the then current fiscal year, if the date of any notice
     referred to in this subclause (ii) is within the six-
     month period prior to the end of the then current fiscal
     year; or

                         (2)  for the purposes of the first
     sentence of subparagraph 2B, the later of (i) the third
     Business Day subsequent to the date on which the Audited
     Consolidated Balance Sheet is available for the most
     recent fiscal year ended or (ii) the tenth Business Day
     subsequent to an Original Holder's Date of Termination
     for Cause; or

                         (3)  for the purposes of the second
     sentence of subparagraph 2B, (i) the later of (A) the
     third Business Day subsequent to the date on which the
     Audited Consolidated Balance Sheet is available for the
     most recent fiscal year ended or (B) the third Business
     Day subsequent to the tenth anniversary of the Exchange
     Date.

                    (x)  "Redemption Payment" means any
     redemption payment by the Corporation on a Redemption
     Date or a Subsequent Redemption Date which consists
     solely of cash, an equal number of shares of Common Stock
     and shares of Class B Common Stock (or, subsequent to the
     Conversion Date, 100% in shares of Common Stock), or a
     combination thereof.

                    (y)  "Redemption Price" means, except as
     is otherwise provided, an amount equal to twice that of
     the Book Value per share of Common Equity as of the last
     day of the fiscal year immediately preceding the
     Redemption Date or the Subsequent Redemption Date, as the
     case may be, for such Share minus the Original Discount
     on such Share.  Notwithstanding the foregoing sentence,
     the Redemption Price for a Share as of a Redemption Date
     shall be determined by reference to the higher of an
     amount equal to twice that of the Book Value per share of
     Common Equity as of the last day of the most recent
     fiscal year ended or as of the end of the then current
     fiscal year, if the Redemption Date for such Share is
     determined pursuant to (w)(1)(ii)(B) of this paragraph 8.

                    (z)  "Series 1 Certificate" means that
     certain Amended Certificate of Designations and Terms of
     Series 1 Preferred Stock dated April 15, 1986 which was
     filed with the Secretary of State of the State of
     Delaware pursuant to Sections 151(g) and 103 of the
     General Corporation Law of the State of Delaware.

                    (aa) "Series 1 Preferred Stock" means the
     Series 1 Preferred Stock of the Corporation designated as
     such pursuant to the Series 1 Certificate.

                    (bb)  "Subsequent Redemption Date" means
     the anniversary date of any Redemption Date upon which at
     least one-third (1/3) of the Shares issued to an Original
     Holder are required, pursuant to subparagraph 2B, to be
     presented and surrendered for redemption.

                    (cc)  "Subsequent Redemption Payment"
     means any redemption payment by the Corporation in cash
     on Shares for which an Initial Redemption Payment has
     been made.

                    (dd)  "Subsequent Redemption Payment Date"
     means, with respect to Shares for which an Initial
     Redemption Payment has been made, the anniversary date of
     the Initial Redemption Payment Date therefor.

                    (ee)  "Subsidiary" means any corporation
     at least a majority of the Voting Stock of which is, at
     the time as of which any determination is being made,
     owned by the Corporation either directly or indirectly
     through one or more Subsidiaries.

                    (ff)  "Substantial Transferee Holder"
     means a Transferee Holder or Transferee Holders of an
     Original Holder to whom at least 80% of the Shares
     outstanding at any time have been issued, which
     Transferee Holder holds, or which Transferee Holders in
     the aggregate hold, that number of Shares which when
     subtracted from the number of Shares issued to such an
     Original Holder which remain outstanding would result in
     such Original Holder and all other Transferee Holders of
     such Original Holder collectively no longer owning a
     majority of Shares outstanding at the time.

                    (gg)  "Total Dividend Rate" means 100
     percent for each Dividend Year.

                    (hh)  "Transferee Holder" means a
     corporation all the Voting Stock of which is wholly owned
     by an Original Holder or, in the event of the death of an
     Original Holder, the estate of an Original Holder, any
     executor, administrator, legal representative or trustee
     thereof and any heir, distributee, devisee or legatee
     thereunder.

                    (ii)  "Voting Stock" means any share of
     stock having general voting power in electing the board
     of directors, irrespective of whether or not at the time
     stock of any other class or series has or might have
     voting power by reason of the happening of any
     contingency.

          9.   Miscellaneous.

               9A.  Determination of Fact.  Whenever a
     determination of fact is required in connection with any
     provision or provisions of this Certificate of
     Designations, the Board of Directors shall make such
     determination and its determination shall be conclusive.

               9B.  Headings.  The headings of the paragraphs
     and subparagraphs of this Certificate of Designations are
     inserted for convenience only and shall not constitute a
     part hereof.

               9C.  Amendments.  Whenever, in the joint
     opinion of the Corporation, as evidenced in the case of
     the Corporation by a resolution of the Board of
     Directors, and of the holders of a majority of the
     outstanding shares of Series I Preferred Stock, it is
     deemed desirable or advisable to amend or restate this
     Certificate of Designations to further the purposes of
     the Corporation in the designation and issuance of the
     Series I Preferred Stock, all as evidenced by an
     instrument signed jointly by the Corporation and such
     stockholders, this Certificate of Designations may be
     amended or restated, to the extent permitted by law, by
     the adoption by the Board of Directors of a resolution
     implementing any such amendment or restatement and by
     filing a certificate pursuant to the General Corporation
     Law of the State of Delaware.  This Certificate of
     Designations may also be amended or restated in any other
     manner permitted under the General Corporation Law of the
     State of Delaware.

               9D.  Validity.  The invalidity or unenforce-
     ability of any provision or provisions of this
     Certificate of Designations shall not affect the validity
     or enforceability of any other provision of this
     Certificate, which shall remain in full force and effect.

          V.   Series II Preferred Stock.  The number of
     shares constituting the Series II Preferred Stock shall
     be 5,000, which number may from time to time be decreased
     (but not below the number of shares then outstanding) by
     the Board of Directors and the voting power, preferences
     and relative, participating, optional, dividend and other
     special rights, and the qualifications, limitations and
     restrictions of the Series II Preferred Stock and the
     restrictions on the Corporation in connection with the
     Series II Preferred Stock shall be as follows:

          1.   Dividends.

                    1A.  General Dividend Obligations.  The holders
     of record of Series II Preferred Stock shall be entitled,
     equally and ratably, to receive, when and as declared by
     the Board of Directors out of the surplus, profits or
     other funds of the Corporation available for the payment
     of dividends under the General Corporation Law of the
     State of Delaware, Preferential Dividends and
     Participating Dividends at the times, in the amounts and
     under the conditions specified in this paragraph 1.

               1B.  Preferential Dividends.  Preferential
     Dividends on each share of Series II Preferred Stock
     ("Share") shall be payable in equal amounts quarterly on
     the fifteenth day of March, June, September and December
     (or, if such day is not a Business Day, the immediately
     succeeding Business Day) ("Preferential Dividend Payment
     Dates"), commencing on the first such Preferential
     Dividend Payment Date occurring after the original
     issuance of the first Share.  Preferential Dividends on
     Shares shall be calculated at the annual rate of $.25 per
     Share ("Preferential Dividend Rate") and shall be
     cumulative and shall accrue at the Preferential Dividend
     Rate from and after the Preferential Dividend Payment
     Date next preceding the respective dates of issue of such
     Shares to and including the respective dates on which
     payment of the Redemption Price of such Shares shall have
     been made in accordance with paragraph 2 hereof, whether
     or not such dividends have been declared and whether or
     not there shall be, at the time Preferential Dividends
     are calculated or become payable or at any other time,
     surplus, profits, or other funds of the Corporation
     available for the payment of dividends under the General
     Corporation Law of the State of Delaware or under the
     terms of any agreement to which the Corporation is a
     party or by which it is bound.

               The Corporation shall not (a) declare or pay
     any dividends whatsoever upon, (b) make any distribution
     upon, (c) acquire or redeem, or (d) permit or cause any
     Subsidiary to acquire or redeem, any shares of Common
     Stock of the Corporation ("Common Stock") or any shares
     of Limited Duration Class B Common Stock ("Class B Common
     Stock") (where no distinction is to be made between
     Common Stock and Class B Common Stock, a share of either
     shall be referred to collectively as "Common Equity") or
     any shares of any other class or series of stock of the
     Corporation ranking junior as to dividends or assets to
     the Series II Preferred Stock ("Junior Stock") unless, in
     each case, the full cumulative Preferential Dividends
     (whether or not earned or declared) on all Shares
     outstanding shall have been paid for all past Dividend
     Periods and all arrearages, if any, in the payment of the
     Redemption Price for all Shares which have been presented
     and surrendered for redemption shall have been paid
     unless, in any such event, the holders of a majority of
     the then outstanding Shares shall have consented thereto
     by affirmative vote at an annual meeting or a special
     meeting called for that purpose.

               The amount of any Preferential Dividends
     accrued on any Share at any Preferential Dividend Payment
     Date shall be deemed to be the amount of any unpaid
     Preferential Dividends accumulated thereon to and
     including such Preferential Dividend Payment Date
     (whether or not earned or declared) and the amount of
     Preferential Dividends accrued on any Share at any date
     other than at a Preferential Dividend Payment Date shall
     be calculated as the amount of any unpaid Preferential
     Dividends accumulated thereon to and including the last
     preceding Preferential Dividend Payment Date (whether or
     not earned or declared) plus an amount calculated on the
     basis of the Preferential Dividend Rate for the period
     after such last preceding Preferential Dividend Payment
     Date to and including the date as of which the
     calculation is made, based on a 360-day year of twelve
     30-day months.

               1C.  Participating Dividends.  Whenever there
     is a declaration of a dividend upon the Common Equity,
     there shall also be a declaration of a Participating
     Dividend upon the Series II Preferred Stock if, at the
     time of such declaration upon the Common Equity, the
     Total Dividend Rate multiplied by two times the sum of
     (i) any prior payment or payments or dividends upon
     Common Equity during the Dividend Year per share of
     Common Equity outstanding at the time of such payment or
     payments ("Prior Common Equity Dividend Payments") and
     (ii) the amount of any such declaration of a dividend
     upon the Common Equity per share of Common Equity
     outstanding at the time of such declaration ("Common
     Equity Dividend Declaration"), is greater than the sum of
     any prior payment or payments of Preferential Dividends
     upon Series II Preferred Stock during the Dividend Year
     per Share outstanding at the time of such payment or
     payments ("Prior Preferential Dividend Payments") and any
     prior payment or payments of Participating Dividends upon
     Series II Preferred Stock during the Dividend Year per
     Share outstanding at the time of such payment or payments
     ("Prior Participating Dividend Payments").  If there
     shall be a declaration of a Participating Dividend as
     aforesaid, (a) the amount of such Participating Dividend
     during any Dividend Year shall be equal to the Total
     Dividend Rate multiplied by two times the sum of the
     Prior Common Equity Dividend Payments and the Common
     Equity Dividend Declaration, minus the sum of the Prior
     Preferential Dividend Payments and the Prior
     Participating Dividend Payments; and (b) payment of such
     Participating Dividend shall be made on the date that
     payment of the corresponding dividend upon the Common
     Equity is made.

          2.   Redemption.

               2A.  Optional Redemption.  Upon (i) the death
     of an Original Holder, (ii) the Permanent Disability or
     the Permanent Mental Disability of an Original Holder,
     (iii) the termination of an Original Holder's full-time
     employment with the Corporation by the Original Holder
     for Good Reason or (iv) termination of an Original
     Holder's full-time employment with the Corporation by the
     Corporation without Cause, such Original Holder and all
     Transferee Holders of such Original Holder shall
     collectively have the option for a period of twelve
     months following any such event to present and surrender
     the certificate or certificates representing all, but not
     less than all, of their respective Shares duly endorsed
     in blank or accompanied by an appropriate form of
     assignment and, except as is otherwise provided by
     subparagraph 2E hereof, upon the exercise of such option,
     the Corporation shall redeem all of the Shares so
     presented and surrendered; provided, however, that the
     option granted to an Original Holder and all Transferee
     Holders of such Original Holder by this subparagraph 2A
     shall terminate upon the tenth anniversary of the
     Exchange Date.

               2B.  Mandatory Redemption.  Upon the
          termination of an Original Holder's full-time employment
          with the Corporation for Cause, the Original Holder and
          every Transferee Holder of the Original Holder shall, on
          the Redemption Date, present and surrender the
          certificate or certificates representing all of their
          respective Shares duly endorsed in blank or accompanied
          by an appropriate form of assignment and, except as is
          otherwise provided by subparagraph 2E hereof, the
          Corporation shall redeem all of such Shares.  In
          addition, unless subject to redemption pursuant to the
          immediately preceding sentence, upon the tenth
          anniversary of the Exchange Date, the Original Holder and
          every Transferee Holder of the Original Holder shall, on
          the Redemption Date, present and surrender the
          certificate or certificates representing at least one-
          third (1/3) of their respective Shares duly endorsed in
          blank or accompanied by an appropriate form of assignment
          and, except as is otherwise provided by subparagraph 2E
          hereof, the Corporation shall redeem all of such Shares;
          provided, however, that on each of the next two
          Subsequent Redemption Dates, the Original Holder and
          every Transferee Holder of the Original Holder shall
          present and surrender, in equal amounts, the certificate
          or certificates representing the remainder, if any, of
          their respective Shares and, except as otherwise provided
          by subparagraph 2E hereof, the Corporation shall redeem
          all of such Shares.

                    2C.  Condition Concurrent with Right of
          Redemption.  Notwithstanding the provisions of
          subparagraphs 2A and 2B hereof, no Shares shall be
          redeemed pursuant to the provisions of this Paragraph 2
          unless, at the time of the surrender of any of such
          Shares, the Original Holder thereof (and/or one or more
          Transferee Holders of such Original Holder, acting in
          concert) simultaneously therewith surrender(s) to the
          Corporation for redemption pursuant to the provisions of
          subparagraph 2A or 2B (whichever shall be applicable) of
          Paragraph 2 of the Series I Certificate, such number of
          shares of the Series I Preferred Stock as shall equal the
          product of the aggregate number of Shares proposed to be
          redeemed at such time multiplied by the aggregate number
          of shares of the Series I Preferred Stock then
          outstanding and held by any Series I Original Holder
          (and/or any Transferee Holders of such Original Holder)
          to whom at least 80% of the Series I Preferred Stock
          outstanding at any time have been issued, divided by the
          number of Shares then outstanding.

                    2D.  Notice of Redemption.  Each holder of
          Shares who shall be entitled to, and shall elect to,
          present and surrender Shares for redemption pursuant to
          the option granted by subparagraph 2A and each holder of
          Shares who shall be required to present and surrender
          Shares for redemption pursuant to subparagraph 2B shall,
          no less than five days before a Redemption Date or
          Subsequent Redemption Date, as the case may be, provide
          the Corporation with written notice containing the name
          of the Original Holder of the Shares to be redeemed, the
          number of Shares to be redeemed and the number or numbers
          of the certificate or certificates representing such
          Shares, and subject to the limitations in subparagraph
          2E, a statement as to the selected manner of payment.

                    Each notice to the Corporation contemplated by
          this subparagraph 2D shall be sent by certified mail,
          return receipt requested, to the President or the
          Secretary of the Corporation at the address of the
          principal executive offices of the Corporation.

                    2E.  Payment of Unpaid Dividends and the
          Redemption Price.  On each Redemption Date and each
          Subsequent Redemption Date, the Corporation shall pay, in
          cash to each holder whose Shares are to be redeemed all
          accrued and unpaid Preferential Dividends upon such
          Shares, and all declared and unpaid Participating
          Dividends upon such Shares as of a record date on or
          before such Redemption Date or Subsequent Redemption
          Date; provided, however, that if, on a Redemption Date or
          a Subsequent Redemption Date, there should be
          insufficient surplus, profits or other funds of the
          Corporation available for the payment of such dividends
          under the General Corporation Law of the State of
          Delaware or due to the terms of any agreement to which
          the Corporation is a party or by which it is bound, each
          such holder shall receive, pro rata based on the number
          of such holder's Shares to be redeemed and subject to any
          identical or substantially similar rights vested in the
          holders of shares of any other series of redeemable
          preferred stock of the Corporation having, as to
          dividends, parity with the Shares, the amount of such
          dividends for which surplus, profits or other funds of
          the Corporation are available.  Thereafter, any surplus,
          profits or other funds of the Corporation available for
          the payment of such dividends shall, subject to any
          identical or substantially similar obligation imposed
          upon the Corporation with respect to shares of any other
          series of redeemable preferred stock of the Corporation
          having, as to dividends, parity with the Shares,
          immediately be so used by the Corporation and the
          Corporation shall not pay the Redemption Price on any
          Shares unless and until all of such dividends upon all
          redeemed Shares, and upon all redeemed shares of any
          series of redeemable preferred stock of the Corporation
          having, as to dividends, parity with the Shares, shall
          have been paid.

                    On a Redemption Date or a Subsequent Redemption
          Date, in addition to the Preferential Dividends and
          Participating Dividends which the Corporation is required
          to pay as aforesaid, the Corporation shall also pay to
          each holder who presents and surrenders the certificate
          or certificates representing those of his Shares which
          are to be redeemed an amount equal to the number of such
          holder's Shares which are to be redeemed multiplied by
          the Redemption Price and such amount shall, subject to
          the limitation in this subparagraph 2E, be paid 100% in
          cash, or 100% in shares of Common Equity of equivalent
          value equally divided between shares of Common Stock and
          shares of Class B Common Stock (or, subsequent to the
          Conversion Date, 100% in shares of Common Stock of
          equivalent value), or 100% by a Promissory Note, or any
          combination of the foregoing in the proportions specified
          by the holder of Shares to be redeemed; provided,
          however, that the Corporation shall not be required to
          pay an amount in cash in excess of one-third (1/3) of the
          Aggregate Redemption Price in any fiscal year and, in the
          event that the number of Shares presented and surrendered
          for payment in cash exceeds such amount, the holder or
          holders presenting and surrendering such Shares shall
          receive a Promissory Note for such excess; provided
          further, however, that if, on any Redemption Date or
          Subsequent Redemption Date (a) the Corporation does not
          have an effective registration statement under the
          Securities Act of 1933, as amended (the "1933 Act"), and
          any applicable state securities or blue sky laws covering
          the issuance of shares of Common Equity in payment for
          Shares to be redeemed and, in the opinion of counsel to
          the Corporation, the issuance of shares of Common Equity
          for such payment is not exempt under the 1933 Act and any
          applicable state securities or blue sky laws or (b) if,
          in the opinion of counsel to the Corporation, the
          issuance of shares of Common Equity in payment for Shares
          to be redeemed would constitute a violation of Section 7
          of the Securities Exchange Act of 1934, as amended (the
          "1934 Act"), or the Regulations of the Board of Governors
          of the Federal Reserve System under Section 7 of the 1934
          Act, a holder of Shares to be redeemed shall only be
          entitled to payment in cash and a Promissory Note and
          provided further, however, that (a) if, in any fiscal
          year of any Redemption Date or Subsequent Redemption
          Date, or any Subsequent Redemption Payment Date, there
          should be insufficient surplus, profits or other funds of
          the Corporation available for the payment of any
          Redemption Payment, Initial Redemption Payment or any
          Subsequent Redemption Payment, respectively, as herein
          provided, or any redemption payment, initial redemption
          payment or subsequent redemption payment in respect of
          shares of the Series I Preferred Stock, under the General
          Corporation Law of the State of Delaware or due to the
          terms of any agreement to which the Corporation is a
          party or by which it is bound or (b) if, in the case of
          any Redemption Payment or Initial Redemption Payment
          which, pursuant to subparagraph 2A or subparagraph 2B,
          would be due and payable in any fiscal year or in the
          case of any Subsequent Redemption Payment which is due
          and payable in any fiscal year or, if, in the case of any
          required redemption payment or initial redemption payment
          in respect of shares of the Series I Preferred Stock
          which, pursuant to subparagraph 2A or subparagraph 2B of
          the Series I Certificate, would be due and payable in any
          fiscal year or in the case of any subsequent redemption
          payment in respect of shares of the Series I Preferred
          Stock which is due and payable in any fiscal year, the
          aggregate of all such payments would exceed 40% of the
          post-tax profits of the Corporation for the next
          preceding fiscal year, then each holder shall receive
          pro-rata based on the number of such holder's Shares to
          be redeemed or which have been redeemed, as the case may
          be, and subject to any identical or substantially similar
          rights vested in the holders of shares of the Series I
          Preferred Stock, the amount of the Redemption Payment,
          Initial Redemption Payment or Subsequent Redemption
          Payment, as the case may be, for which funds of the
          Corporation are available as provided in subclauses (a)
          and (b) of this proviso and, in the case of Shares for
          which a Redemption Payment or an Initial Redemption
          Payment was to have been made, the holders of such Shares
          shall be entitled to retain such Shares until such Shares
          would otherwise be required to be presented and
          surrendered for redemption and there is sufficient
          surplus, profits or other funds of the Corporation
          available for the Redemption Payment or the Initial
          Redemption Payment therefor and, in the case of any
          Shares which have been redeemed, any part of the
          Subsequent Redemption Payment remaining unpaid shall be
          added to the Subsequent Redemption Payment due and
          payable on the next succeeding Subsequent Redemption
          Payment Date.

                    If a holder of Shares specifies payment of any
          Redemption Payment or Initial Redemption Payment, whether
          in whole or in part, in shares of Common Equity, such
          payment shall be made in an equal number of shares of
          Common Stock and shares of Class B Common Stock (or,
          subsequent to the Conversion Date, 100% in shares of
          Common Stock) which are authorized but unissued or are
          held in the treasury of the Corporation or any
          combination thereof.  The value of a share of Common
          Equity as of a particular date shall be deemed to be the
          closing sale price (or if no closing sales price is
          available for such date, the average of the closing bid
          and asked prices) for a share of Common Stock on the
          Business Day next preceding such date as reported by the
          National Association of Securities Dealers Automated
          Quotation System ("NASDAQ"), or if the shares of Common
          Stock are not listed on NASDAQ, the average of such
          closing bid and asked prices as reported by the National
          Quotation Bureau, Inc. ("NQB"), or if such closing sale
          or closing bid and asked prices are not available from
          the NQB, the value as determined by a member of the New
          York Stock Exchange selected by the Board of Directors.

                    2F.  Dividends After Redemption Date or
          Subsequent Redemption Date.  Each Share which a holder
          has elected to present and surrender for redemption
          pursuant to the option granted by subparagraph 2A shall
          not, after the Redemption Date or the Subsequent
          Redemption Date therefor, be entitled to any Preferential
          Dividends accrued after such Redemption Date or
          Subsequent Redemption Date, or any Participating
          Dividends declared as of a record date after such
          Redemption Date or Subsequent Redemption Date, and on
          such Redemption Date or Subsequent Redemption Date all
          rights of a holder of such Share, as a stockholder of the
          Corporation by reason of the ownership of such Share,
          shall cease, except the right to receive any Preferential
          Dividends accrued upon such Share up to and including
          such Redemption Date or Subsequent Redemption Date, any
          Participating Dividends declared upon such Share as of a
          record date on or before such Redemption Date or
          Subsequent Redemption Date and the Redemption Price of
          such Share upon presentation and surrender of the
          certificate representing such Share, and such Share shall
          not, after such Redemption Date or Subsequent Redemption
          Date, be deemed to be outstanding; provided, however,
          that if the Corporation does not, upon presentation and
          surrender of a certificate representing a Share, pay all
          of such accrued and unpaid Preferential Dividends upon,
          all of such declared and unpaid Participating Dividends
          upon, and the Redemption Price for, such Share on the
          Redemption Date or the Subsequent Redemption Date, as the
          case may be, the rights of a holder of such Share as a
          stockholder of the Corporation by reason of the ownership
          of such Share shall not cease and such Share shall be
          deemed outstanding, until the Corporation shall pay all
          of such dividends upon, and the Redemption Price for,
          such Share.

                    2G.  Adjustment of the Redemption Price.

                         (a) If, at any time, during the period
          from the commencement of the Corporation's fiscal year
          ending December 31, 1982 through and including the last
          day of the Corporation's fiscal year immediately
          preceding a Redemption Date or any Subsequent Redemption
          Date, as the case may be, the Corporation engages in any
          Transfers at Other than Book Value, for the purpose of
          calculating the Redemption Price of any Share to be
          redeemed as of such Redemption Date or such Subsequent
          Redemption Date, the Book Value per share of Common
          Equity as of such Redemption Date or Subsequent
          Redemption Date shall be deemed to be the following:

                              (i)  the book value per share of
          Common Equity as it would have been as of the last day of
          the fiscal year immediately preceding such Redemption
          Date or Subsequent Redemption Date, as the case may be
          (such last day of the fiscal year immediately preceding
          such Redemption Date or Subsequent Redemption Date being
          hereinafter referred to as the "Computation Date"), had
          there been during the period from the commencement of the
          Corporation's fiscal year ending December 31, 1982,
          through and including the Computation Date, no transfer
          of any amount from Common Stockholders' Equity to
          Additional Capital applicable to Series 1, Series 2,
          Series I and Series II Preferred Stock multiplied by (x)
          one, if the Computation Date is prior to the Distribution
          Record Date, or (y) two, if the Computation Date is after
          the Distribution Record Date; plus

                              (ii) (A)  the difference between (1)
          the book value per share of Common Equity as it would
          have been as of the Computation Date: (a) had each share
          of Common Equity transferred during the period from the
          commencement of the Corporation's fiscal year ending
          December 31, 1982 through and including the Computation
          Date (such period being hereinafter referred to as the
          "Computation Period") pursuant to a Transfer at Other
          than Book Value, been transferred for an amount equal to
          the book value per share of Common Equity as derived from
          the Audited Consolidated Balance Sheet as of the last day
          of the fiscal year immediately preceding the occurrence
          of such Transfer at Other than Book Value, (b) had there
          been no tax benefit to the Corporation for dividends paid
          by the Corporation during the Computation Period in
          respect of shares of Common Equity originally acquired
          during the Computation Period by an employee of the
          Corporation (or any Subsidiary) under any stock purchase
          plan of the Corporation or upon exercise of an option
          granted under any stock option plan of the Corporation
          (to the extent such tax benefit results from the
          treatment of such dividends as a deduction for the
          Corporation in the computation of its tax liabilities),
          and (c) had there been during the Computation Period no
          Capital Account Adjustments nor any Reversals of Prior
          Capital Account Adjustments on the accounting books and
          records of the Corporation in respect of shares of Common
          Equity issued by the Corporation during the Computation
          Period; and (2) the book value per share of Common Equity
          as of the Computation Date, as derived from the Audited
          Consolidated Balance Sheet as of such date, multiplied
          by,

                                   (B)  two times, if the
          Computation Date is after the Distribution Record Date,
          or one times, if the Computation Date is before the
          Distribution Record Date, the sum of one, plus a
          fraction, (1) the numerator of which is the aggregate
          number of shares of the Series I Preferred Stock
          outstanding on the Computation Date which were, as of
          such date, held by any Series I Original Holder (and/or
          any Series I Transferee Holders of such Series I Original
          Holder) Preferred Stock outstanding at any time have been
          issued, and (2) the denominator of which is the aggregate
          number of Shares outstanding on the Computation Date;
          minus,

                              (iii)  two times, if the Computation
          Date is after the Distribution Record Date, or one times,
          if the Computation Date is before the Distribution Date,
          the product of (A) a fraction, (1) the numerator of which
          is the aggregate number of shares of the Series I
          Preferred Stock outstanding on the Computation Date which
          were, as of such date, held by any Series I Original
          Holder (and/or any Series I Transferee Holders of such
          Series I Original Holder), and (2) the denominator of
          which is the aggregate number of Shares outstanding on
          the Computation Date, multiplied by,

                                   (B)  the difference between (1)
          the book value per share of Common Equity as it would
          have been as of the Computation Date had each share of
          Common Equity transferred to the Corporation at any time
          during the Computation Period pursuant to a Transfer
          Requiring Adjustment under the Series I Certificate, been
          transferred to the Corporation for an amount equal to the
          book value per share of Common Equity as derived from the
          Audited Consolidated Balance Sheet as of the last day of
          the fiscal year immediately preceding the occurrence of
          the Transfer Requiring Adjustment under the Series I
          Certificate pursuant to which such share of Common Equity
          was transferred to the Corporation, and (2) the book
          value per share of Common Equity as of the Computation
          Date, as derived from the Audited Consolidated Balance
          Sheet as of such date.

                         (b)  In addition to the foregoing, if
          there are (i) changes in the number of shares of Common
          Equity outstanding as a result of (A) stock dividends,
          splits, combinations or exchanges of shares of Common
          Equity, (B) issuances of shares of Common Equity in
          acquisitions, (C) merger, consolidation or reorganization
          or (D) any other like or similar items or events or (ii)
          any effects on the Common Stockholders' Equity as a
          result of (A) any of the foregoing, (B) changes in the
          accounting policies of the Corporation, (C) any unusual
          and extraordinary items or events or (D) the issuance of
          securities of a class not heretofore issued by the
          Corporation, for the purpose of calculating the
          Redemption Price of any Share issued prior to any such
          change or effect only, the Book Value per share of Common
          Equity as of a Redemption Date or Subsequent Redemption
          Date may be adjusted to such an extent and in such manner
          as the Board of Directors or a duly designated committee
          thereof shall, in its sole discretion, determine is
          necessary to preserve the benefit of the redemption
          provisions of this paragraph 2 for the holders of Series
          II Preferred Stock and the Corporation.

                    2H.  Status of Redeemed Shares.  Upon the
          redemption of any Shares, the Corporation shall, pursuant
          to Section 151(g) of the General Corporation Law of the
          State of Delaware, as now or hereafter in effect, cause
          the number of authorized shares of Series II Preferred
          Stock to be decreased by the number of Shares redeemed
          and the Corporation shall not thereafter issue any of
          such Shares or any other shares of Preferred Stock as
          shares of Series II Preferred Stock.

               3.   Liquidation.

                    3A.  Liquidation Preference.  Upon any
          liquidation, dissolution or winding up of the
          Corporation, whether voluntary or involuntary, the
          holders of the Series II Preferred Stock shall be
          entitled to be paid out of the assets of the Corporation
          available for distribution to its stockholders (whether
          from capital, surplus or earnings) an amount of cash
          equal to $1.00 per Share ("Liquidation Preference") plus
          all accrued and unpaid Preferential Dividends, before any
          distribution or payment is made upon any Common Equity or
          any other Junior Stock of the Corporation, but subject to
          the prior rights of the holders of shares of other series
          of Preferred Stock which are by their terms expressly
          made senior as to liquidation preferences to the Series
          II Preferred Stock.  If upon such liquidation,
          dissolution or winding up of the Corporation, whether
          voluntary or involuntary, the assets of the Corporation
          should not be sufficient to permit payment to the holders
          of Series II Preferred Stock of the amount which they are
          entitled to be paid as aforesaid and the holders of any
          other series of Preferred Stock ranking equally as to
          liquidation preferences to the Series II Preferred Stock
          of the amount to which they are entitled to be paid, then
          the entire assets of the Corporation to be distributed to
          such holders shall be distributed ratably among them.

                    3B.  Liquidation Participation.  Upon any such
          liquidation, dissolution or winding up of the
          Corporation, after the holders of the Series II Preferred
          Stock shall have been paid in full the Liquidation
          Preference and the accrued and unpaid Preferential
          Dividends and the holders of any other series of
          Preferred Stock have been paid their liquidation
          preferences and any accrued and unpaid preferential
          dividends, the holders of the Series II Preferred Stock
          and the holders of any other series of Preferred Stock
          shall not be entitled to any further payment unless and
          until the holders of Common Equity shall have received
          out of the assets of the Corporation available for
          distribution to its stockholders (whether from capital,
          surplus or earnings), for each share of Common Stock, an
          amount in cash equal to one-half of the Liquidation
          Preference; but if, after the holders of Common Equity
          shall have been paid in full such amount, the value of
          the remainder of the assets of the Corporation available
          for distribution to its stockholders per share of Common
          Equity, Series I Preferred Stock, Series II Preferred
          Stock and any other series of Preferred Stock entitled to
          a liquidation participation is greater than the Original
          Discount for a share of Series II Preferred Stock, the
          holder of any such share of Series II Preferred Stock
          shall be entitled to receive a liquidation participation
          such that the aggregate liquidation payment for each
          share of Series II Preferred Stock is equal to the
          difference between the aggregate of two times the
          liquidation payment for each share of Common Equity and
          the Original Discount at which the share of Series II
          Preferred Stock was issued.

                    3C.  Events Not Deemed a Liquidation,
          Dissolution or Winding Up.  Neither the consolidation or
          merger of the Corporation into or with any other
          corporation or corporations, nor the sale, lease,
          exchange or other disposition by the Corporation of all
          or any part of its property or assets, nor the reduction
          of the capital stock of the Corporation, shall be deemed
          to be a liquidation, dissolution or winding up of the
          Corporation within the meaning of any of the provisions
          of this paragraph 3.

               4.   Voting.

                    4A.  General Right to Vote.  The holders of
          Series II Preferred Stock shall be entitled to eleven
          votes for each Share held of record and, together with
          the holders of any other series of Preferred Stock who
          shall have the right and power to vote generally with the
          holders of Common Equity, shall, together with the
          holders of Common Equity, all voting as a single class,
          possess voting power for the election of directors and
          for all other purposes, except as is otherwise provided
          in this Certificate of Designations or the Restated
          Certificate of Incorporation or any certificate
          amendatory thereof or supplemental thereto.  The
          foregoing notwithstanding, on and subsequent to the
          Conversion Date, the holders of Series II Preferred Stock
          shall be entitled to two votes for each Share held of
          record.

                    4B.  Restrictions on Voting Rights.  Upon the
          earliest of (i) the tenth anniversary of the Exchange
          Date, (ii) the death of an Original Holder or (iii) the
          Permanent Mental Disability of an Original Holder, the
          voting rights which such Original Holder and any
          Transferee Holder of such Original Holder would otherwise
          have, whether pursuant to this Certificate of
          Designations, the Restated Certificate of Incorporation
          or any certificate amendatory thereof or supplemental
          thereto, by virtue of the Shares held by such Original
          Holder or such Transferee Holder, shall terminate;
          provided, however, that if such rights terminate as a
          result of clauses (i), (ii) or (iii) above and if the
          Corporation has issued a Promissory Note under
          subparagraph 2D, then, if the Corporation subsequently
          defaults in its obligations thereunder, from and after
          such default such voting rights shall be reinstated for
          such period of time as the Corporation is in default of
          such obligations.

                    In the event of the commencement of an
          involuntary receivership, liquidation, reorganization or
          similar proceeding against an Original Holder or a
          Transferee Holder, whether under the Federal Bankruptcy
          Code or any other applicable federal or state law, and
          the appointment of a receiver, interim trustee, trustee
          or similar official of such Original Holder or Transferee
          Holder or in the event of the commencement of a voluntary
          receivership, liquidation, reorganization or similar
          proceeding by an Original Holder or a Transferee Holder,
          whether under the Federal Bankruptcy Code or any other
          applicable federal or state law, the voting rights which
          such Original Holder or such Transferee Holder or a
          Transferee Holder of such Original Holder would otherwise
          have, whether pursuant to this Certificate of
          Designations, the Restated Certificate of Incorporation
          or any certificate amendatory thereof or supplemental
          thereto, by virtue of Shares held by any such Original
          Holder or Transferee Holder, shall terminate.

               5.   Restrictions on Disposition of Shares.  An
          Original Holder shall only be entitled to assign, pledge,
          transfer or otherwise dispose of his Shares, or an
          interest in his Shares, to a Transferee Holder of the
          Original Holder or the Corporation; and a Transferee
          Holder of an Original Holder shall only be entitled to
          assign, pledge, transfer or otherwise dispose of Shares,
          or an interest in Shares, received from an Original
          Holder or a Transferee Holder to another Transferee
          Holder of such Original Holder or the Corporation.

               6.   Restrictions on Changes.  In addition to any
          other approvals or consents required by the General
          Corporation Law of the State of Delaware or other
          applicable law, the Corporation shall not, without the
          consent of the holders of record of a majority of the
          Shares outstanding, given in person or by proxy, either
          in writing without a meeting or by affirmative vote at an
          annual meeting or a special meeting called for that
          purpose at which the holders of the Shares outstanding
          shall be entitled to vote as a separate class, (a)
          create, authorize or issue (i) any shares of any class or
          series of stock of the Corporation ranking senior as to
          dividends or assets or otherwise to the Series II
          Preferred Stock ("Senior Stock") or (ii) any shares of
          any class or series of stock of the Corporation ranking
          on a parity as to dividends or assets or otherwise to the
          Series II Preferred Stock ("Parity Stock"), (b)
          reclassify any authorized stock of the Corporation into
          any shares of Senior Stock or Parity Stock, (c) create,
          authorize or issue any obligation or security convertible
          into or evidencing the right to purchase any shares of
          Senior Stock or Parity Stock, or (d) amend, alter,
          supplement or repeal any of the provisions of the
          Restated Certificate of Incorporation or of any
          certificate (including this Certificate of Designations)
          amendatory thereof or supplemental thereto so as to
          affect adversely the preferences, rights, powers or
          privileges given by this Certificate of Designations to
          the Series II Preferred Stock.

               7.   Successors and Assigns.  The provisions of this
          Certificate of Designations shall be binding upon all
          successors and assigns of an Original Holder, including,
          without limitation, a Transferee Holder and any receiver,
          interim trustee or trustee in bankruptcy or
          representative of creditors of an Original Holder or a
          Transferee Holder.

               8.   Definitions.  The following terms shall have
          the following meanings, which meanings shall be equally
          applicable to the singular and plural forms of such
          terms:

                         (a)  "Additional Capital applicable to
          Series I and Series II Preferred Stock" means the
          Additional Capital applicable to Redeemable Preferred
          Stock, as such term is defined in (a) of paragraph 8 of
          the Series I Certificate, plus the Additional Capital
          applicable to Series II Preferred Stock, as such term is
          defined in (b) of paragraph 8 of this Certificate of
          Designations.

                         (b)  "Additional Capital applicable to
          Series II Preferred Stock" as of a particular date means
          the amount thereof as derived from an Audited
          Consolidated Balance Sheet as of such date.

                         (c)  "Aggregate Redemption Price" means
          for the purpose of the calculation required by
          subparagraph 2E, the number of Shares issued to an
          Original Holder, whether or not outstanding, multiplied
          by the Redemption Price as of a Redemption Date or a
          Subsequent Redemption Date, as the case may be.

                         (d)  "Audited Consolidated Balance Sheet"
          as of a particular date means the audited consolidated
          balance sheet of the Corporation and its Subsidiaries
          (all the financial information on which has been computed
          in accordance with generally accepted accounting
          principles by the regular independent auditors of the
          Corporation) as of the last day of the applicable fiscal
          year.

                         (e)  "Book Value per share of Common
          Equity" means as of a particular date two times the sum
          of the book value per share of Common Equity plus the
          cumulative amount per share of Common Equity transferred
          from Common Stockholders' Equity to Additional Capital
          applicable to Series 2 Preferred Stock or Series II
          Preferred Stock since their respective issuances and as
          of such date as derived from an Audited Consolidated
          Balance Sheet as of such date.

                         (f)  "Business Day" means any day which is
          not a Saturday or a Sunday or a day on which the banks
          are closed for business in New York, New York.

                         (g)  "Capital Account Adjustment" means
          any change in one or more of the various component
          accounts of the Common Stockholders' Equity, or in one or
          more contra accounts thereto, as reflected on the
          accounting books and records of the Corporation, which
          affects Common Stockholders' Equity in such a manner as
          to cause either an increase or decrease therein and which
          results from:

                              (1)  the periodic amortization of the
          difference, if any, between the value (as determined in
          accordance with the provisions of the last sentence of
          subparagraph 2E of this Certificate of Designations) on
          the date of issuance, and the purchase price upon
          issuance, of shares of Common Equity issued by the
          Corporation to one or more of its employees (or to one or
          more employees of any Subsidiary) under a stock purchase
          plan of the Corporation or upon exercise of an option
          granted under any stock option plan of the Corporation;
          or

                              (2)  the lapse of all contractual
          restrictions, and/or all restrictions imposed by virtue
          of the terms of any stock purchase or stock option plan
          of the Corporation, upon the free alienability of any
          shares of Common Equity acquired under any such plan or
          pursuant to exercise of an option granted thereunder.

                         (h)  "Cause" shall have the meaning set
          forth in Section 22 of the Agreement, made as of
          February 9, 1984, between the Corporation and Edward H.
          Meyer (as amended).

                         (i)  "Common Stockholders' Equity" as of a
          particular date means the common stockholders' equity as
          derived from the Audited Consolidated Balance Sheet as of
          such date.

                         (j)  "Conversion Date" means the date upon
          which all outstanding shares of Class B Common Stock
          automatically convert into shares of Common Stock
          pursuant to subparagraph III.(D)(9) of the paragraph
          entitled "Common Stock and Class B Common Stock" in
          Article Fourth of the Corporation's Restated Certificate
          of Incorporation.

                         (k)  "Distribution Record Date" means
          April 3, 1986.

                         (l)  "Dividend Period" means the quarterly
          period ending on a Preferential Dividend Payment Date.

                         (m)  "Dividend Year" means the period from
          March 16 in one year to March 15 in the succeeding year
          commencing with the March 16 immediately preceding the
          Exchange Date.

                         (n)  "Exchange Date" means the date of
          filing of this Certificate of Designations with the
          Secretary of State of the State of Delaware.

                         (o)  "Good Reason" means:

                              (1)  a change in control of the
          Corporation, which shall be conclusively deemed to have
          occurred if any of the following shall have taken place: 
          (i) a change in control of a nature that would be
          required to be reported in response to Item 5(f) of
          Schedule 14A of Regulation 14A under the 1934 Act, unless
          such change in control results in control by the Original
          Holder, his designee(s) or "affiliate(s)" (as defined in
          Rule 12b-2 under the 1934 Act) or any combination
          thereof; (ii) any "person" (as such term is used in
          Sections 13(d) and 14(d)(2) of the 1934 Act), other than
          the Original Holder, his designee(s) or "affiliate(s)"
          (as defined in Rule 12b-2 under the 1934 Act) or any
          combination thereof, is or becomes the "beneficial owner"
          (as defined in Rule 13d-3 under the 1934 Act), directly
          or indirectly, of securities of the Corporation
          representing 40% or more of the combined voting power of
          the Corporation's then outstanding securities; or (iii)
          during any period of two (2) consecutive years commencing
          after the date of this Certificate of Designations,
          individuals who at the beginning of such period
          constitute the Board of Directors cease for any reason to
          constitute at least a majority thereof, unless the
          election of each director who was not a director at the
          beginning of such period has been approved in advance by
          directors representing at least a majority of the
          directors then in office who were directors at the
          beginning of the period; or

                              (2)  any assignment to the Original
          Holder of any duties other than those contemplated by, or
          a limitation of the powers of an Original Holder not
          contemplated by, the relevant provisions of his
          employment agreement with the Corporation, if any; or

                              (3)  any removal of the Original
          Holder from, or any failure to re-elect the Original
          Holder to, any of the positions which he may hold by
          virtue of his employment agreement with the Corporation,
          if any, except in connection with his Disability (as
          defined in any such employment agreement) or with the
          termination of his full-time employment with the
          Corporation for Cause; or

                                   (4)  a reduction in the Original
          Holder's rate of compensation not agreed to in writing by
          him; or

                              (5)  a failure by the Corporation to
          comply with any of the provisions of the Original
          Holder's employment agreement with the Corporation, if
          any, concerning his compensation, pension, life
          insurance, disability rights or vacations; or

                              (6)  failure by the Corporation to
          require any successor (whether direct or indirect, by
          purchase, merger, consolidation or otherwise) to all or
          substantially all of the business and/or assets of the
          Corporation, by agreement in form and substance
          satisfactory to the Original Holder, expressly to assume
          and agree to perform the Original Holder's employment
          agreement, if any, in the same manner and to the same
          extent that the Corporation would be required to perform
          it if no such succession had taken place; or

                              (7)  failure by the Corporation to
          offer to continue to employ the Original Holder following
          expiration of his employment agreement with the
          Corporation in the same positions as those held by him
          immediately prior to such expiration and on terms at
          least as favorable to the Original Holder as the terms
          set forth in his employment agreement.

                         (p)  "Initial Redemption Payment" means
          any redemption payment by the Corporation on a Redemption
          Date or a Subsequent Redemption Date, which consists, at
          least in part, of a Promissory Note.

                         (q)  "Original Discount" for a share of
          Series II Preferred Stock means the discount from the
          Book Value per share of Common Equity as of the last day
          of the then current fiscal year or of the next preceding
          fiscal year, whichever is nearer the date on which an
          Original Holder purchased such share or, if applicable,
          the date on which an Original Holder purchased from the
          Corporation the share of Series 2 Preferred Stock in
          exchange for which such share of Series II Preferred
          Stock was issued, pursuant to that certain Book Value
          Preferred Stock Plan dated as of April 2, 1981, as
          amended on May 20, 1982 and as subsequently amended on
          June 13, 1983, and as such plan may, from time to time,
          be further amended or supplemented in accordance with its
          terms (the "Plan").

                         (r)  "Original Holder" means a senior
          executive officer (whether or not a member of the Board
          of Directors) of the Corporation or any Subsidiary to
          whom any Shares or, if applicable, any shares of Series 2
          Preferred Stock in exchange for which Shares have been
          issued, have been sold pursuant to the Plan.

                         (s)  "Participating Dividend" means the
          dividend which, subject to the conditions in subparagraph
          1C, the Corporation is required to declare on Shares
          whenever a dividend is declared on shares of Common
          Equity.

                         (t)  "Permanent Disability" means in the
          case of any Original Holder, an illness or other
          disability (other than a Permanent Mental Disability)
          which results in any such Original Holder being unable
          regularly to perform his duties as an employee of the
          Corporation, in the capacities in which such Original
          Holder performed such duties prior to the onset of such
          illness or other disability (other than a Permanent
          Mental Disability), for a period of 18 months and the
          termination of any such Original Holder's full-time
          employment with the Corporation.

                         (u)  "Permanent Mental Disability" means a
          mental illness or other mental disability of a person
          which results in such person being incapable of
          understanding and unable regularly to act with discretion
          in the ordinary affairs of life for a period of at least
          90 consecutive days, as determined by a written
          certification of a qualified medical doctor agreed to by
          the Corporation and such person or, in the event of such
          person's incapacity to designate a doctor, such person's
          legal representative.  In the absence of an agreement
          between the Corporation and such person (or his legal
          representative), each shall nominate a qualified medical
          doctor and the two doctors shall select a third doctor,
          who shall make the determination as to the disability. 
          The appointment of a guardian or legal conservator for a
          person shall create a presumption of the Permanent Mental
          Disability of such person.

                         (v)  "Preferential Dividend" means the
          dividend which will be calculated at the Preferential
          Dividend Rate and which will accumulate and accrue as
          provided in subparagraph 1B.

                         (w)  "Promissory Note" means a promissory
          note of the Corporation, such note to bear interest at an
          annual rate equal to the higher of the prime rate charged
          by Citibank, N.A. or the rate at which the Corporation is
          entitled to borrow money from the principal banking
          institution with which it does business, each as of the
          Redemption Date or the Subsequent Redemption Date, as the
          case may be, and such note shall be payable in cash on
          the next two Subsequent Redemption Payment Dates.

                         (x)  "Redemption Date" means,

                              (1)  for the purposes of the option
          granted to an Original Holder and all Transferee Holders
          of such Original Holder by subparagraph 2A, (i) the later
          of (A) the third Business Day subsequent to the date on
          which the Audited Consolidated Balance Sheet is available
          for the most recent fiscal year ended or (B) the date on
          which an Original Holder and all Transferee Holders of
          such Original Holder collectively intend to exercise such
          option as evidenced by their provision of notice to the
          Corporation, if the date of the notice referred to in
          subclause (i)(B) is within the six-month period
          subsequent to the end of the most recent fiscal year; or
          (ii) the later of (A) the date on which an Original
          Holder and all Transferee Holders of such Original Holder
          collectively intend to exercise such option as evidenced
          by their provision of notice to the Corporation or (B)
          the third Business Day subsequent to the date on which
          the Audited Consolidated Balance Sheet is available for
          the then current fiscal year, if the date of any notice
          referred to in this subclause (ii) is within the six-
          month period prior to the end of the then current fiscal
          year; or

                              (2)  for the purposes of the first
          sentence of subparagraph 2B, the later of (i) the third
          Business Day subsequent to the date on which the Audited
          Consolidated Balance Sheet is available for the most
          recent fiscal year ended or (ii) the tenth Business Day
          subsequent to an Original Holder's Date of Termination
          for Cause, if applicable; or

                              (3)  for the purposes of the second
          sentence of subparagraph 2B, (i) the later of (A) the
          third Business Day subsequent to the date on which the
          Audited Consolidated Balance Sheet is available for the
          most recent fiscal year ended or (B) the third Business
          Day subsequent to the tenth anniversary of the Exchange
          Date; or

                              (4)  for the purpose of preparing
          annual or periodic financial statements of the
          Corporation and its Subsidiaries for presentation in any
          of the Corporation's annual reports to its stockholders
          or to the Securities and Exchange Commission, and for no
          other purpose (including, but not limited to, the
          redemption of one or more Shares), the first day of the
          fiscal year or period succeeding the fiscal year or
          period to which such financial statements are required.

                         (y)  "Redemption Payment" means any
          redemption payment by the Corporation on a Redemption
          Date or a Subsequent Redemption Date which consists
          solely of cash, an equal number of shares of Common Stock
          and shares of Class B Common Stock (or, subsequent to the
          Conversion Date, 100% in shares of Common Stock), or a
          combination thereof.

                         (z)  "Redemption Price" for a Share means,
          except as is otherwise provided below, the Book Value per
          share of Common Equity as of the last day of the fiscal
          year immediately preceding the Redemption Date or the
          Subsequent Redemption Date, as the case may be, for such
          Share minus the Original Discount on such Share. 
          Notwithstanding the foregoing, the Redemption Price for a
          Share as of a Redemption Date shall be determined by
          reference to the higher of the Book Value per share of
          Common Equity as of the last day of the most recent
          fiscal year ended or as of the end of the then current
          fiscal year, if the Redemption Date for such Share is
          determined pursuant to (x)(1)(ii)(B) of this paragraph 8.

                         (aa) "Reversal of Prior Capital Account
          Adjustment" means any change in one or more of the
          various component accounts of the Common Stockholder's
          Equity, or in one or more contra accounts thereto, as
          reflected on the accounting books and records of the
          Corporation, which affects Common Stockholders' Equity in
          such a manner as to cause either an increase or a
          decrease therein and which results from the complete or
          partial reversal on the accounting books and records of
          the Corporation of one or more prior Capital Account
          Adjustments, as a consequence of either:

                              (1)  the repurchase by the
          Corporation, at a price less than the value (as
          determined in accordance with the provisions of the last
          sentence of subparagraph 2E of this Certificate of
          Designations) on the date of such repurchase, of shares
          of Common Equity previously issued by the Corporation to
          one or more employees (or to one or more employees of any
          Subsidiary) under any stock purchase plan of the
          Corporation or upon exercise of an option granted under
          any stock option plan of the Corporation at a price less
          than the value (determined as aforesaid) thereof on the
          date of such previous issuance; or

                              (2)  the lapse of all contractual
          restrictions, and/or all restrictions imposed by virtue
          of the terms of any stock purchase or stock option plan
          of the Corporation, upon the free alienability of any
          shares of Common Equity acquired under any such plan or
          pursuant to exercise of an option granted thereunder.

                         (bb) "Series I Certificate" means that
          Certificate of Designations of Series I Preferred Stock
          dated April 7, 1994 which was filed with the Secretary of
          State of the State of Delaware pursuant to Sections
          151(g) and 103 of the General Corporation Law of the
          State of Delaware.

                         (cc) "Series I Original Holder" means a
          senior executive officer (whether or not a member of the
          Board of Directors) of the Corporation or any Subsidiary
          to whom any shares of Series I Preferred Stock have been
          sold under the Plan or issued in exchange for shares of
          Series 1 Preferred Stock that were sold to such person
          under the Plan.

                         (dd) "Series I Preferred Stock" means the
          Series I Preferred Stock of the Corporation designated as
          such pursuant to the Series I Certificate.

                         (ee) "Series I Transferee Holder of a
          Series I Original Holder" means a corporation all the
          Voting Stock of which is wholly owned by a Series I
          Original Holder or, in the event of the death of a Series
          I Original Holder, the estate of such Series I Original
          Holder, any executor, administrator or trustee thereof
          and any heir, distributee, devisee or legatee thereunder.

                         (ff) "Series 2 Certificate" means that
          certain Amended Certificate of Designations and Terms of
          Series 2 Preferred Stock dated April 15, 1986 which was
          filed with the Secretary of State of the State of
          Delaware pursuant to Sections 151(g) and 103 of the
          General Corporation Law of the State of Delaware.

                         (gg) "Series 2 Preferred Stock" means the
          Series 2 Preferred Stock of the Corporation designated as
          such pursuant to the Series 2 Certificate.

                         (hh) "Subsequent Redemption Date" means
          the anniversary date of any Redemption Date upon which at
          least one-third (1/3) of the Shares issued to an Original
          Holder are required, pursuant to subparagraph 2B, to be
          presented and surrendered for redemption.

                         (ii) "Subsequent Redemption Payment" means
          any redemption payment by the Corporation in cash,
          Promissory Notes or shares of Common Equity for which an
          Initial Redemption Payment has been made.

                         (jj) "Subsequent Redemption Payment Date"
          means, with respect to Shares for which an Initial
          Redemption Payment has been made, the anniversary date of
          the Initial Redemption Payment Date therefor.

                         (kk) "Subsidiary" means any corporation at
          least a majority of the Voting Stock of which is, at the
          time as of which any determination is being made, owned
          by the Corporation either directly or indirectly through
          one or more Subsidiaries.

                         (ll) "Total Dividend Rate" means 100% for
          each Dividend Year.

                         (mm) "Transfer Requiring Adjustment under
          the Series I Certificate" means any purchase of shares of
          Common Equity which falls within the category of
          purchases described in the first sentence of subparagraph
          2F of the Series I Certificate.

                         (nn) "Transferee Holder" means a
          corporation all the Voting Stock of which is wholly owned
          by an Original Holder or, in the event of the death of an
          Original Holder, the estate of an Original Holder, any
          executor, administrator, legal representative or trustee
          thereof and any heir, distributee, devisee or legatee
          thereunder.

                         (oo) "Transfer at Other than Book Value"
          means any purchase or other acquisition by the
          Corporation, and any issuance, sale, transfer or other
          disposition by the Corporation, of its Common Equity at a
          price per share which is either in excess of, or below,
          the book value per share of Common Equity as derived from
          the Audited Consolidated Balance Sheet as of the last day
          of the fiscal year immediately preceding such purchase or
          other acquisition, or such issuance, sale, transfer or
          other disposition, as the case may be, and shall include,
          but shall not be limited to, any transfer by the
          Corporation of its Common Equity to one or more tax-
          qualified employee stock ownership plans of the
          Corporation in respect of contributions made by the
          Corporation to such employee stock ownership plan(s). 
          Notwithstanding the foregoing, for purposes of
          determining whether a transfer effected on or subsequent
          to the Distribution Record Date and on or prior to
          December 31, 1986 is a transfer at other than Book Value,
          and for purposes of valuation of such transfer, book
          value per share of Common Equity shall be one-half of the
          book value per share of Common Equity at December 31,
          1985.

                         (pp) "Voting Stock" means any share of
          stock having general voting power in electing the board
          of directors, irrespective of whether or not at the time
          stock of any other class or series has or might have
          voting power by reason of the happening of any
          contingency.

               9.   Miscellaneous.

                    9A.  Determination of Fact.  Whenever a
          determination of fact is required in connection with any
          provision or provisions of this Certificate of
          Designations, the Board of Directors shall make such
          determination and its determination shall be conclusive.

                    9B.  Headings.  The headings of the paragraphs
          and subparagraphs of this Certificate of Designations are
          inserted for convenience only and shall not constitute a
          part hereof.

                    9C.  Amendments.  Whenever, in the joint
          opinion of the Corporation, as evidenced in the case of
          the Corporation by a resolution of the Board of
          Directors, and of the holders of a majority of the
          outstanding shares of Series II Preferred Stock, it is
          deemed desirable or advisable to amend or restate this
          Certificate of Designations to further the purposes of
          the Corporation in the designation and issuance of the
          Series II Preferred Stock, all as evidenced by an
          instrument signed jointly by the Corporation and such
          stockholders, this Certificate of Designations may be
          amended or restated, to the extent permitted by law and
          with the consent in writing of the holders of a majority
          of the shares of the Series I Preferred Stock then
          outstanding, by the adoption by the Board of Directors of
          a resolution implementing any such amendment or
          restatement and by filing a Certificate pursuant to the
          General Corporation Law of the State of Delaware.  This
          Certificate of Designations may also be amended or
          restated in any other manner permitted under the General
          Corporation Law of the State of Delaware.

                    9D.  Validity.  The invalidity or unenforce-
          ability of any provision or provisions of this
          Certificate of Designations shall not affect the validity
          or enforceability of any other provision of this
          Certificate, which shall remain in full force and effect.

               VI.  Series III Preferred Stock.  The number of
          shares constituting the Series III Preferred Stock shall
          be 5,000, which number may from time to time be decreased
          (but not below the number then outstanding) by the Board
          of Directors and the voting power, preferences and
          relative, participating, optional, dividend and other
          special rights, and the qualifications, limitations and
          restrictions of the Series III Preferred Stock and the
          restrictions on the Corporation in connection with the
          Series III Preferred Stock shall be as follows:

               1.   Dividends.

                         1A.  General Dividend Obligations.  The holders
          of record of Series III Preferred Stock shall be
          entitled, equally and ratably, to receive, when and as
          declared by the Board of Directors out of the surplus,
          profits or other funds of the Corporation available for
          the payment of dividends under the General Corporation
          Law of the State of Delaware, Preferential Dividends and
          Participating Dividends at the times, in the amounts and
          under the conditions specified in this paragraph 1.

                    1B.  Preferential Dividends.  Preferential
          Dividends on each share of Series III Preferred Stock
          ("Share") shall be payable in equal amounts quarterly on
          the fifteenth day of March, June, September and December
          (or, if such day is not a Business Day, the immediately
          succeeding Business Day) ("Preferential Dividend Payment
          Dates"), commencing on the first such Preferential
          Dividend Payment Date occurring after the original
          issuance of the first Share.  Preferential Dividends on
          Shares shall be calculated at the annual rate of $.25 per
          Share ("Preferential Dividend Rate") and shall be
          cumulative and shall accrue at the Preferential Dividend
          Rate from and after the Preferential Dividend Payment
          Date next preceding the respective dates of issue of such
          Shares to and including the respective dates on which
          payment of the Redemption Price of such Shares shall have
          been made in accordance with paragraph 2 hereof, whether
          or not such dividends have been declared and whether or
          not there shall be, at the time Preferential Dividends
          are calculated or become payable or at any other time,
          surplus, profits, or other funds of the Corporation
          available for the payment of dividends under the General
          Corporation Law of the State of Delaware or under the
          terms of any agreement to which the Corporation is a
          party or by which it is bound.

                    The Corporation shall not (a) declare or pay
          any dividends whatsoever upon, (b) make any distribution
          upon, (c) acquire or redeem, or (d) permit or cause any
          Subsidiary to acquire or redeem, any shares of Common
          Stock of the Corporation ("Common Stock") or any shares
          of Limited Duration Class B Common Stock ("Class B Common
          Stock") (where no distinction is to be made between
          Common Stock and Class B Common Stock, a share of either
          shall be referred to collectively as "Common Equity") or
          any shares of any other class or series of stock of the
          Corporation ranking junior as to dividends or assets to
          the Series III Preferred Stock ("Junior Stock") unless,
          in each case, the full cumulative Preferential Dividends
          (whether or not earned or declared) on all Shares
          outstanding shall have been paid for all past Dividend
          Periods and all arrearages, if any, in the payment of the
          Redemption Price for all Shares which have been presented
          and surrendered for redemption shall have been paid
          unless, in any such event, the holders of a majority of
          the then outstanding Shares shall have consented thereto
          by affirmative vote at an annual meeting or a special
          meeting called for that purpose.

                    The amount of any Preferential Dividends
          accrued on any Share at any Preferential Dividend Payment
          Date shall be deemed to be the amount of any unpaid
          Preferential Dividends accumulated thereon to and
          including such Preferential Dividend Payment Date
          (whether or not earned or declared) and the amount of
          Preferential Dividends accrued on any Share at any date
          other than at a Preferential Dividend Payment Date shall
          be calculated as the amount of any unpaid Preferential
          Dividends accumulated thereon to and including the last
          preceding Preferential Dividend Payment Date (whether or
          not earned or declared) plus an amount calculated on the
          basis of the Preferential Dividend Rate for the period
          after such last preceding Preferential Dividend Payment
          Date to and including the date as of which the
          calculation is made, based on a 360-day year of twelve
          30-day months.

                    1C.  Participating Dividends.  Whenever there
          is a declaration of a dividend upon the Common Equity,
          there shall also be a declaration of a Participating
          Dividend upon the Series III Preferred Stock if, at the
          time of such declaration upon the Common Equity, the
          Total Dividend Rate multiplied by two times the sum of
          (i) any prior payment or payments or dividends upon
          Common Equity during the Dividend Year per share of
          Common Equity outstanding at the time of such payment or
          payments ("Prior Common Equity Dividend Payments") and
          (ii) the amount of any such declaration of a dividend
          upon the Common Equity per share of Common Equity
          outstanding at the time of such declaration ("Common
          Equity Dividend Declaration"), is greater than the sum of
          any prior payment or payments of Preferential Dividends
          upon Series III Preferred Stock during the Dividend Year
          per Share outstanding at the time of such payment or
          payments ("Prior Preferential Dividend Payments") and any
          prior payment or payments of Participating Dividends upon
          Series III Preferred Stock during the Dividend Year per
          Share outstanding at the time of such payment or payments
          ("Prior Participating Dividend Payments").  If there
          shall be a declaration of a Participating Dividend as
          aforesaid, (a) the amount of such Participating Dividend
          during any Dividend Year shall be equal to the Total
          Dividend Rate multiplied by two times the sum of the
          Prior Common Equity Dividend Payments and the Common
          Equity Dividend Declaration, minus the sum of the Prior
          Preferential Dividend Payments and the Prior
          Participating Dividend Payments; and (b) payment of such
          Participating Dividend shall be made on the date that
          payment of the corresponding dividend upon the Common
          Equity is made.

               2.   Redemption.

                    2A.  Optional Redemption.  Upon (i) the death
          of an Original Holder, (ii) the Permanent Disability or
          the Permanent Mental Disability of an Original Holder,
          (iii) the termination of an Original Holder's full-time
          employment with the Corporation by the Original Holder
          for Good Reason or (iv) termination of an Original
          Holder's full-time employment with the Corporation by the
          Corporation without Cause, such Original Holder and all
          Transferee Holders of such Original Holder shall
          collectively have the option for a period of twelve
          months following any such event to present and surrender
          the certificate or certificates representing all, but not
          less than all, of their respective Shares duly endorsed
          in blank or accompanied by an appropriate form of
          assignment and, except as is otherwise provided by
          subparagraph 2E hereof, upon the exercise of such option,
          the Corporation shall redeem all of the Shares so
          presented and surrendered; provided, however, that the
          option granted to an Original Holder and all Transferee
          Holders of such Original Holder by this subparagraph 2A
          shall terminate upon the tenth anniversary of the
          Exchange Date.

                    2B.  Mandatory Redemption.  Upon the
          termination of an Original Holder's full-time employment
          with the Corporation for Cause, the Original Holder and
          every Transferee Holder of the Original Holder shall, on
          the Redemption Date, present and surrender the
          certificate or certificates representing all of their
          respective Shares duly endorsed in blank or accompanied
          by an appropriate form of assignment and, except as is
          otherwise provided by subparagraph 2E hereof, the
          Corporation shall redeem all of such Shares.  In
          addition, unless subject to redemption pursuant to the
          immediately preceding sentence, upon the tenth
          anniversary of the Exchange Date, the Original Holder and
          every Transferee Holder of the Original Holder shall, on
          the Redemption Date, present and surrender the
          certificate or certificates representing at least one-
          third (1/3) of their respective Shares duly endorsed in
          blank or accompanied by an appropriate form of assignment
          and, except as is otherwise provided by subparagraph 2E
          hereof, the Corporation shall redeem all of such Shares;
          provided, however, that on each of the next two
          Subsequent Redemption Dates, the Original Holder and
          every Transferee Holder of the Original Holder shall
          present and surrender, in equal amounts, the certificate
          or certificates representing the remainder, if any, of
          their respective Shares and, except as otherwise provided
          by subparagraph 2E hereof, the Corporation shall redeem
          all of such Shares.

                    2C.  Condition Concurrent with Right of
          Redemption.  Notwithstanding the provisions of
          subparagraphs 2A and 2B hereof, no Shares shall be
          redeemed pursuant to the provisions of this paragraph 2
          unless, at the time of the surrender of any of such
          Shares, the Original Holder thereof (and/or one or more
          Transferee Holders of such Original Holder, acting in
          concert) simultaneously therewith surrenders to the
          Corporation for redemption pursuant to the provisions of
          subparagraph 2A or 2B (whichever shall be applicable) of
          paragraph 2 of the Series I Certificate and subparagraph
          2A or 2B (whichever shall be applicable) of Paragraph 2
          of the Series II Certificate (i) such number of shares of
          the Series I Preferred Stock as shall equal the product
          of the aggregate number of Shares proposed to be redeemed
          at such time multiplied by the aggregate number of shares
          of the Series I Preferred Stock then outstanding and held
          by any Original Holder of shares of Series I Preferred
          Stock (and/or any Transferee Holders of such Original
          Holder) to whom at least 80% of the Series I Preferred
          Stock outstanding at any time have been issued, divided
          by the number of Shares then outstanding and (ii) such
          number of shares of the Series II Preferred Stock as
          shall equal the product of the aggregate number of Shares
          proposed to be redeemed at such time multiplied by the
          aggregate number of shares of the Series II Preferred
          Stock then outstanding and held by any Original Holder of
          shares of Series II Preferred Stock (and/or any
          Transferee Holders of such Original Holder) divided by
          the number of Shares then outstanding.

                    2D.  Notice of Redemption.  Each holder of
          Shares who shall be entitled to, and shall elect to,
          present and surrender Shares for redemption pursuant to
          the option granted by subparagraph 2A and each holder of
          Shares who shall be required to present and surrender
          Shares for redemption pursuant to subparagraph 2B shall,
          no less than five days before a Redemption Date or
          Subsequent Redemption Date, as the case may be, provide
          the Corporation with written notice containing the name
          of the Original Holder of the Shares to be redeemed, the
          number of Shares to be redeemed and the number or numbers
          of the certificate or certificates representing such
          shares, and subject to the limitations in subparagraph
          2E, a statement as to the selected manner of payment.

                    Each notice to the Corporation contemplated by
          this subparagraph 2D shall be sent by certified mail,
          return receipt requested, to the President and the
          Secretary of the Corporation at the address of the
          principal executive offices of the Corporation.

                    2E.  Payment of Unpaid Dividends and the
          Redemption Price.  On each Redemption Date and each
          Subsequent Redemption Date, the Corporation shall pay, in
          cash to each holder whose Shares are to be redeemed all
          accrued and unpaid Preferential Dividends upon such
          Shares, and all declared and unpaid Participating
          Dividends upon such Shares as of a record date on or
          before such Redemption Date or Subsequent Redemption
          Date; provided, however, that if, on a Redemption Date or
          a Subsequent Redemption Date, there should be
          insufficient surplus, profits or other funds of the
          Corporation available for the payment of such dividends
          under the General Corporation Law of the State of
          Delaware or due to the terms of any agreement to which
          the Corporation is a party or by which it is bound, each
          such holder shall receive, pro rata based on the number
          of such holder's Shares to be redeemed and subject to any
          identical or substantially similar rights vested in the
          holders of shares of any other series of redeemable
          preferred stock of the Corporation having, as to the
          dividends, parity with the Shares, the amount of such
          dividends for which surplus, profits or other funds of
          the Corporation are available.  Thereafter, any surplus,
          profits or other funds of the Corporation available for
          the payment of such dividends shall, subject to any
          identical or substantially similar obligation imposed
          upon the Corporation with respect to shares of any other
          series of Redeemable Preferred Stock of the Corporation
          having, as to dividends, parity with the Shares,
          immediately be so used by the Corporation and the
          Corporation shall not pay the Redemption Price on any
          Shares unless and until all of such dividends upon all
          redeemed Shares, and upon all redeemed shares of any
          series of Redeemable Preferred Stock of the Corporation
          having, as to dividends, parity with the Shares, shall
          have been paid.

                    On a Redemption Date or a Subsequent Redemption
          Date, in addition to the Preferential Dividends and
          Participating Dividends which the Corporation is required
          to pay as aforesaid, the Corporation shall also pay to
          each holder who presents and surrenders the certificate
          or certificates representing those of his Shares which
          are to be redeemed an amount equal to the number of such
          holder's Shares which are to be redeemed multiplied by
          the Redemption Price and such amount shall, subject to
          the limitation in this subparagraph 2E, be paid 100% in
          cash, or 100% in shares of Common Equity of equivalent
          value equally divided between shares of Common Stock and
          shares of Class B Common Stock (or, subsequent to the
          Conversion Date, 100% in shares of Common Stock of
          equivalent value), or 100% by a Promissory Note, or any
          combination of the foregoing in the proportions specified
          by the holder of Shares to be redeemed; provided,
          however, that the Corporation shall not be required to
          pay an amount in cash in excess of one-third (1/3) of the
          Aggregate Redemption Price in any fiscal year and, in the
          event that the number of Shares presented and surrendered
          for payment in cash exceeds such amount, the holder or
          holders presenting and surrendering such Shares shall
          receive a Promissory Note for such excess; provided,
          further, however, that if, on any Redemption Date or
          Subsequent Redemption Date (a) the Corporation does not
          have an effective registration statement under the
          Securities Act of 1933, as amended (the "1933 Act"), and
          any applicable state securities or blue sky laws covering
          the issuance of shares of Common Equity in payment for
          Shares to be redeemed and, in the opinion of counsel to
          the Corporation, the issuance of shares of Common Equity
          for such payment is not exempt under the 1933 Act and any
          applicable state securities or blue sky laws or (b) if,
          in the opinion of counsel to the Corporation, the
          issuance of shares of Common Equity in payment for Shares
          to be redeemed would constitute a violation of Section 7
          of the Securities Exchange Act of 1934, as amended (the
          "1934 Act"), or the Regulations of the Board of Governors
          of the Federal Reserve System under Section 7 of the 1934
          Act, a holder of Shares to be redeemed shall only be
          entitled to payment in cash and a Promissory Note; and
          provided further, however, that (a) if, in any fiscal
          year of any Redemption Date or Subsequent Redemption
          Date, or any Subsequent Redemption Payment Date, there
          should be insufficient surplus, profits or other funds of
          the Corporation available for the payment of any
          Redemption Payment, Initial Redemption Payment or any
          Subsequent Redemption Payment, respectively, as herein
          provided, or any redemption payment, initial redemption
          payment or subsequent redemption payment in respect of
          shares of the Series I Preferred Stock or Series II
          Preferred Stock, under the General Corporation Law of the
          State of Delaware or due to the terms of any agreement to
          which the Corporation is a party or by which it is bound
          or (b) if, in the case of any Redemption Payment or
          Initial Redemption Payment which, pursuant to
          subparagraph 2A or subparagraph 2B, would be due and
          payable in any fiscal year or in the case of any
          Subsequent Redemption Payment which is due and payable in
          any fiscal year or, if, in the case of any required
          redemption payment or initial redemption payment in
          respect of shares of the Series I Preferred Stock or
          Series II Preferred Stock which, pursuant to subparagraph
          2A or subparagraph 2B of the Series I Certificate or
          Series II Certificate, would be due and payable in any
          fiscal year or in the case of any subsequent redemption
          payment in respect of shares of the Series I Preferred
          Stock or Series II Preferred Stock, respectively, which
          is due and payable in any fiscal year, the aggregate of
          all such payments would exceed 40% of the post-tax
          profits of the Corporation for the next preceding fiscal
          year, then each holder shall receive pro-rata based on
          the number of such holder's Shares to be redeemed or
          which have been redeemed, as the case may be, and subject
          to any identical or substantially similar rights vested
          in the holders of shares of the Series I Preferred Stock
          and the Series II Preferred Stock, the amount of the
          Redemption Payment, Initial Redemption Payment or
          Subsequent Redemption Payment, as the case may be, for
          which funds of the Corporation are available as provided
          in subclauses (a) and (b) of this proviso and, in the
          case of Shares for which a Redemption Payment or an
          Initial Redemption Payment was to have been made, the
          holders of such Shares shall be entitled to retain such
          Shares until such Shares would otherwise be required to
          be presented and surrendered for redemption and there is
          sufficient surplus, profits or other funds of the
          Corporation available for the Redemption Payment or the
          Initial Redemption Payment therefor and, in the case of
          any Shares which have been redeemed, any part of the
          Subsequent Redemption Payment remaining unpaid shall be
          added to the Subsequent Redemption Payment due and
          payable on the next succeeding Subsequent Redemption
          Payment Date.

                    If a holder of Shares specifies payment of any
          Redemption Payment or Initial Redemption Payment, whether
          in whole or in part, in shares of Common Equity, such
          payment shall be made in an equal number of shares of
          Common Stock and shares of Class B Common Stock (or,
          subsequent to the Conversion Date, 100% in shares of
          Common Stock) which are authorized but unissued or are
          held in the treasury of the Corporation or any
          combination thereof.  The value of a share of Common
          Equity as of a particular date shall be deemed to be the
          closing sale price (or if no closing sales price is
          available for such date, the average of the closing bid
          and asked prices) for a share of Common Stock on the
          Business Day next preceding such date as reported by the
          National Association of Securities Dealers Automated
          Quotation System ("NASDAQ"), or if the shares of Common
          Stock are not listed on NASDAQ, the average of such
          closing bid and asked prices as reported by the National
          Quotation Bureau, Inc. ("NQB"), or if such closing sale
          or closing bid and asked prices are not available from
          the NQB, the value as determined by a member of the New
          York Stock Exchange selected by the Board of Directors.

                    2F.  Dividends After Redemption Date or
          Subsequent Redemption Date.  Each Share which a holder
          has elected to present and surrender for redemption
          pursuant to the option granted by subparagraph 2A shall
          not, after the Redemption Date or the Subsequent
          Redemption Date therefor, be entitled to any Preferential
          Dividends accrued after such Redemption Date or
          Subsequent Redemption Date, or any Participating
          Dividends declared as of a record date after such
          Redemption Date or Subsequent Redemption Date, and on
          such Redemption Date or Subsequent Redemption Date all
          rights of a holder of such Share, as a stockholder of the
          Corporation by reason of the ownership of such Share,
          shall cease, except the right to receive any Preferential
          Dividends accrued upon such Share up to and including
          such Redemption Date or Subsequent Redemption Date, any
          Participating Dividends declared upon such Share as of a
          record date on or before such Redemption Date or
          Subsequent Redemption Date and the Redemption Price of
          such Share upon presentation and surrender of the
          certificate representing such Share, and such Share shall
          not, after such Redemption Date or Subsequent Redemption
          Date, be deemed to be outstanding; provided, however,
          that if the Corporation does not, upon presentation and
          surrender of a certificate representing a Share, pay all
          of such accrued and unpaid Preferential Dividends upon,
          all of such declared and unpaid Participating Dividends
          upon, and the Redemption Price for, such Share on the
          Redemption Date or the Subsequent Redemption Date, as the
          case may be, the rights of a holder of such Share as a
          stockholder of the Corporation by reason of the ownership
          of such Share shall not cease and such Share shall be
          deemed outstanding, until the Corporation shall pay all
          of such dividends upon, and the Redemption Price for,
          such Share.



                    2G.  Adjustment of the Redemption Price.

                         (a)  If, at any time, during the period
          from the commencement of the Corporation's fiscal year
          ending December 31, 1983 through and including the last
          day of the Corporation's fiscal year immediately
          preceding a Redemption Date or any Subsequent Redemption
          Date, as the case may be, the Corporation engages in any
          Transfers at Other than Book Value, for the purpose of
          calculating the Redemption Price of any Share to be
          redeemed as of such Redemption Date or such Subsequent
          Redemption Date, the Book Value per share of Common
          Equity as of such Redemption Date or Subsequent
          Redemption Date shall be deemed to be the following:

                              (i)  the book value per share of
          Common Equity as it would have been as of the last day of
          the fiscal year immediately preceding such Redemption
          Date or Subsequent Redemption Date, as the case may be
          (such last day of the fiscal year immediately preceding
          such Redemption Date or Subsequent Redemption Date being
          hereinafter referred to as the "Computation Date"), had
          there been during the period from the commencement of the
          Corporation's fiscal year ending December 31, 1983,
          through and including the Computation Date, no transfer
          of any amount from Common Stockholders' Equity to
          Additional Capital applicable to Redeemable Preferred
          Stock multiplied by (x) one, if the Computation Date is
          prior to the Distribution Record Date, or (y) two, if the
          Computation Date is after the Distribution Record Date;
          plus

                              (ii)  two times, if the Computation
          Date is after the Distribution Record Date, or one times,
          if the Computation Date is before the Distribution Record
          Date, the difference between (1) the book value per share
          of Common Equity as it would have been as of the
          Computation Date: (a) had each share of Common Equity
          transferred during the period from the commencement of
          the Corporation's fiscal year ending December 31, 1983
          through and including the Computation Date (such period
          being hereinafter referred to as the "Computation
          Period") pursuant to a Transfer at Other than Book Value,
          been transferred for an amount equal to the book value
          per share of Common Equity as derived from the Audited
          Consolidated Balance Sheet as of the last day of the
          fiscal year immediately preceding the occurrence of such
          Transfer at Other than Book Value, (b) had there been no
          tax benefit to the Corporation for dividends paid by the
          Corporation during the Computation Period in respect of
          shares of Common Equity originally acquired during the
          Computation Period by an employee of the Corporation (or
          any Subsidiary) under any stock purchase plan of the
          Corporation or upon exercise of an option granted under
          any stock option plan of the Corporation (to the extent
          such tax benefit results from the treatment of such
          dividends as a deduction for the Corporation in the
          computation of its tax liability), and (c) had there been
          during the Computation Period no Capital Account
          Adjustments nor any Reversals of Prior Capital Account
          Adjustments on the accounting books and records of the
          Corporation in respect of shares of Common Equity issued
          by the Corporation during the Computation Period; and (2)
          the book value per share of Common Equity as of the
          Computation Date, as derived from the Audited
          Consolidated Balance Sheet as of such date.

                         (b)  In addition to the foregoing, if
          there are (i) changes in the number of shares of Common
          Equity outstanding as a result of (A) stock dividends,
          splits, combinations or exchanges of shares of Common
          Equity, (B) issuances of shares of Common Equity in
          acquisitions, (C) merger, consolidation or reorganization
          or (D) any other like or similar items or events or (ii)
          any effects on the Common Stockholders' Equity as a
          result of (A) any of the foregoing, (B) changes in the
          accounting policies of the Corporation, (C) any unusual
          and extraordinary items or events or (D) the issuance of
          securities of a class not heretofore issued by the
          Corporation, for the purpose of calculating the
          Redemption Price of any Share issued prior to any such
          change or effect only, the Book Value per share of Common
          Equity as of a Redemption Date or Subsequent Redemption
          Date may be adjusted to such an extent and in such manner
          as the Board of Directors or a duly designated committee
          thereof shall, in its sole discretion, determine is
          necessary to preserve the benefit of the redemption
          provisions of this paragraph 2 for the holders of Series
          III Preferred Stock and the Corporation.

                    2H.  Status of Redeemed Shares.  Upon the
          redemption of any Shares, the Corporation shall, pursuant
          to Section 151(g) of the General Corporation Law of the
          State of Delaware, as now or hereafter in effect, cause
          the number of authorized shares of Series III Preferred
          Stock to be decreased by the number of Shares redeemed
          and the Corporation shall not thereafter issue any of
          such Shares or any other shares of Preferred Stock as
          shares of Series III Preferred Stock.

               3.   Liquidation.

                    3A.  Liquidation Preference.  Upon any
          liquidation, dissolution or winding up of the
          Corporation, whether voluntary or involuntary, the
          holders of the Series III Preferred Stock shall be
          entitled to be paid out of the assets of the Corporation
          available for distribution to its stockholders (whether
          from capital, surplus or earnings) an amount of cash
          equal to $1.00 per Share ("Liquidation Preference") plus
          all accrued and unpaid Preferential Dividends, before any
          distribution or payment is made upon any Common Equity or
          any other Junior Stock of the Corporation, but subject to
          the prior rights of the holders of shares of other series
          of Preferred Stock which are by their terms expressly
          made senior as to liquidation preferences to the Series
          III Preferred Stock.  If upon such liquidation,
          dissolution or winding up of the Corporation, whether
          voluntary or involuntary, the assets of the Corporation
          should not be sufficient to permit payment to the holders
          of Series III Preferred Stock of the amount which they
          are entitled to be paid as aforesaid and the holders of
          any other series of Preferred Stock ranking equally as to
          liquidation preferences to the Series III Preferred Stock
          of the amount to which they are entitled to be paid, then
          the entire assets of the Corporation to be distributed to
          such holders shall be distributed ratably among them.

                    3B.  Liquidation Participation.  Upon any such
          liquidation, dissolution or winding up of the
          Corporation, after the holders of the Series III
          Preferred Stock shall have been paid in full the
          Liquidation Preference and the accrued and unpaid
          Preferential Dividends and the holders of any other
          series of Preferred Stock have been paid their
          liquidation preferences and any accrued and unpaid
          preferential dividends, the holders of the Series III
          Preferred Stock and the holders of any other series of
          Preferred Stock shall not be entitled to any further
          payment unless and until the holders of Common Equity
          shall have received out of the assets of the Corporation
          available for distribution to its stockholders (whether
          from capital, surplus or earnings), for each share of
          Common Stock, an amount in cash equal to one-half of the
          Liquidation Preference; but if, after the holders of
          Common Equity shall have been paid in full such amount,
          the value of the remainder of the assets of the
          Corporation available for distribution to its
          stockholders per share of Common Equity, Series I
          Preferred Stock, Series II Preferred Stock, Series III
          Preferred Stock and any other series of Preferred Stock
          entitled to a liquidation participation is greater than
          the Original Discount for a share of Series III Preferred
          Stock, the holder of any such share of Series III
          Preferred Stock shall be entitled to receive a
          liquidation participation such that the aggregate
          liquidation payment for each share of Series III
          Preferred Stock is equal to the difference between the
          aggregate of two times the liquidation payment for each
          share of Common Equity and the Original Discount at which
          the share of Series III Preferred Stock was issued.

                    3C.  Events Not Deemed a Liquidation,
          Dissolution or Winding Up.  Neither the consolidation or
          merger of the Corporation into or with any other
          corporation or corporations, nor the sale, lease,
          exchange or other disposition by the Corporation of all
          or any part of its property or assets, nor the reduction
          of the capital stock of the Corporation, shall be deemed
          to be a liquidation, dissolution or winding up of the
          Corporation within the meaning of any of the provisions
          of this paragraph 3.

               4.   Voting.

                    4A.  General Right to Vote.  The holders of
          Series III Preferred Stock shall be entitled to eleven
          votes for each Share held of record and, together with
          the holders of any other series of Preferred Stock who
          shall have the right and power to vote generally with the
          holders of Common Equity, shall, together with the
          holders of Common Equity, all voting as a single class,
          possess voting power for the election of directors and
          for all other purposes, except as is otherwise provided
          in this Certificate of Designations or the Restated
          Certificate of Incorporation or any certificate
          amendatory thereof or supplemental thereto.  The
          foregoing notwithstanding, on and subsequent to the
          Conversion Date, the holders of Series III Preferred
          Stock shall be entitled to two votes for each Share held
          of record.

                    4B.  Restrictions on Voting Rights.  Upon the
          earliest of (i) the tenth anniversary of the Exchange
          Date, (ii) the death of an Original Holder or (iii) the
          Permanent Mental Disability of an Original Holder, the
          voting rights which such Original Holder and any
          Transferee Holder of such Original Holder would otherwise
          have, whether pursuant to this Certificate of
          Designations, the Restated Certificate of Incorporation
          or any certificate amendatory thereof or supplemental
          thereto, by virtue of the Shares held by such Original
          Holder or such Transferee Holder, shall terminate;
          provided, however, that if such rights terminate as a
          result of clauses (i), (ii) or (iii) above and if the
          Corporation has issued a Promissory Note under
          subparagraph 2D, then, if the Corporation subsequently
          defaults in its obligations thereunder, from and after
          such default such voting rights shall be reinstated for
          such period of time as the Corporation is in default of
          such obligations.  

                    In the event of the commencement of an
          involuntary receivership, liquidation, reorganization or
          similar proceeding against an Original Holder or a
          Transferee Holder, whether under the pertinent federal or
          state bankruptcy or insolvency laws or any other
          applicable federal or state law, and the appointment of a
          receiver, interim trustee, trustee or similar official of
          such Original Holder or Transferee Holder or in the event
          of the commencement of a voluntary receivership,
          liquidation, reorganization or similar proceeding by an
          Original Holder or a Transferee Holder, whether under the
          pertinent federal or state bankruptcy or insolvency laws
          or any other applicable federal or state law, the voting
          rights which such Original Holder or such Transferee
          Holder or a Transferee Holder of such Original Holder
          would otherwise have, whether pursuant to this
          Certificate of Designations, the Restated Certificate of
          Incorporation or any certificate amendatory thereof or
          supplemental thereto, by virtue of Shares held by any
          such Original Holder or Transferee Holder, shall
          terminate.

               5.   Restrictions on Disposition of Shares.  An
          Original Holder shall only be entitled to assign, pledge,
          transfer or otherwise dispose of his Shares, or an
          interest in his Shares, to a Transferee Holder of the
          Original Holder or the Corporation; and a Transferee
          Holder of an Original Holder shall only be entitled to
          assign, pledge, transfer or otherwise dispose of Shares,
          or an interest in Shares, received from an Original
          Holder or a Transferee Holder to another Transferee
          Holder of such Original Holder or the Corporation.

               6.   Restrictions on Changes.  In addition to any
          other approvals or consents required by the General
          Corporation Law of the State of Delaware or other
          applicable law, the Corporation shall not, without the
          consent of the holders of record of a majority of the
          Shares outstanding, given in person or by proxy, either
          in writing without a meeting or by affirmative vote at an
          annual meeting or a special meeting called for that
          purpose at which the holders of the Shares outstanding
          shall be entitled to vote as a separate class, (a)
          create, authorize or issue (i) any shares of any class or
          series of stock of the Corporation ranking senior as to
          dividends or assets or otherwise to the Series III
          Preferred Stock ("Senior Stock") or (ii) any shares of
          any class or series of stock of the Corporation ranking
          on a parity as to dividends or assets or otherwise to the
          Series III Preferred Stock ("Parity Stock"), (b)
          reclassify any authorized stock of the Corporation into
          any shares of Senior Stock or Parity Stock, (c) create,
          authorize or issue any obligation or security convertible
          into or evidencing the right to purchase any shares of
          Senior Stock or Parity Stock, or (d) amend, alter,
          supplement or repeal any of the provisions of the
          Restated Certificate of Incorporation or of any
          certificate (including this Certificate of Designations)
          amendatory thereof or supplemental thereto so as to
          affect adversely the preferences, rights, powers or
          privileges given by this Certificate of Designations to
          the Series III Preferred Stock.

               7.   Successors and Assigns.  The provisions of this
          Certificate of Designations shall be binding upon all
          successors and assigns of an Original Holder, including,
          without limitation, a Transferee Holder and any receiver,
          interim trustee or trustee in bankruptcy or
          representative of creditors or an Original Holder or a
          Transferee Holder.

               8.   Definitions.  The following terms shall have
          the following meanings, which meanings shall be equally
          applicable to the singular and plural forms of such
          terms:

                         (a)  "Additional Capital applicable to
          Redeemable Preferred Stock" as of a particular date means
          the amount thereof as derived from the Audited
          Consolidated Balance Sheet as of such date.

                         (b)  "Aggregate Redemption Price" means
          for the purpose of the calculation required by
          subparagraph 2E, the number of Shares issued to an
          Original Holder, whether or not outstanding, multiplied
          by the Redemption Price as of a Redemption Date or a
          Subsequent Redemption Date, as the case may be.

                         (c)  "Audited Consolidated Balance Sheet"
          as of a particular date means the audited consolidated
          balance sheet of the Corporation and its Subsidiaries
          (all the financial information on which has been computed
          in accordance with generally accepted accounting
          principles by the regular independent auditors of the
          Corporation) as of the last day of the applicable fiscal
          year. 

                         (d)  Unless otherwise required by
          subparagraph 2G(a) hereof, "Book Value per share of
          Common Equity" means as of a particular date two times
          the sum of the book value per share of Common Equity plus
          the cumulative amount per share of Common Equity
          transferred from Common Stockholders' Equity to
          Additional Capital applicable to Redeemable Preferred
          Stock since the issuance of any shares of any series of
          capital stock of the Corporation in exchange for which
          such Redeemable Preferred Stock was issued and as of such
          date as derived from an Audited Consolidated Balance
          Sheet as of such date.

                         (e)  "Business Day" means any day which is
          not a Saturday or a Sunday or a day on which the banks
          are closed for business in New York, New York.

                         (f)  "Capital Account Adjustment" means
          any change in one or more of the various component
          accounts of the Common Stockholders' Equity, or in one or
          more contra accounts thereto, as reflected on the
          accounting books and records of the Corporation, which
          affects Common Stockholders' Equity in such a manner as
          to cause either an increase or decrease therein and which
          results from:

                              (1)  the periodic amortization of the
          difference, if any, between the value (as determined in
          accordance with the provisions of the last sentence of
          subparagraph 2E of this Certificate of Designations) on
          the date of issuance, and the sales price upon issuance,
          of shares of Common Equity issued by the Corporation to
          one or more of its employees (or to one or more employees
          of any Subsidiary) under a stock purchase plan of the
          Corporation or upon exercise of an option granted under
          any stock option plan of the Corporation; or

                              (2)  the lapse of all contractual
          restrictions, and/or all restrictions imposed by virtue
          of the terms of any stock purchase or stock option plan
          of the Corporation, upon the free alienability of any
          shares of Common Equity acquired under any such plan or
          pursuant to exercise of an option granted thereunder.

                         (g)  "Cause" shall have the meaning set
          forth in Section 22 of the Agreement, made as of
          February 9, 1984, between the Corporation and Edward H.
          Meyer (as amended).

                         (h)  "Common Stockholders' Equity" as of a
          particular date means the common stockholders' equity as
          derived from the Audited Consolidated Balance Sheet as of
          such date.

                         (i)  "Conversion Date" means the date upon
          which all outstanding shares of Class B Common Stock
          automatically convert into shares of Common Stock
          pursuant to subparagraph III.(D)(9) of the paragraph
          entitled "Common Stock and Class B Common Stock" in
          Article Fourth of the Corporation's Restated Certificate
          of Incorporation.

                         (j)  "Date of Termination" means the date
          of termination of an Original Holder's full-time
          employment with the Corporation.

                         (k)  "Distribution Record Date" means
          April 3, 1986.

                         (l)  "Dividend Period" means the quarterly
          period ending on a Preferential Dividend Payment Date.

                         (m)  "Dividend Year" means the period from
          March 15 in one year to March 14 in the succeeding year
          commencing with the March 15 immediately preceding the
          Exchange Date.

                         (n)  "Exchange Date" means the date of
          filing of this Certificate of Designations with the
          Secretary of State of the State of Delaware.

                         (o)  "Good Reason" means:

                              (1)  a change in control of the
          Corporation, which shall be conclusively deemed to have
          occurred if any of the following shall have taken place: 
          (i) a change in control of a nature that would be
          required to be reported in response to Item 5(f) of
          Schedule 14A of Regulation 14A under the 1934 Act, unless
          such change in control results in control by the Original
          Holder, his designee(s) or "affiliate(s)" (as defined in
          Rule 12b-2 under the 1934 Act) or any combination
          thereof; (ii) any "person" (as such term is used in
          Sections 13(d) and 14(d)(2) of the 1934 Act), other than
          the Original Holder, his designee(s) or "affiliate(s)"
          (as defined in Rule 12b-2 under the 1934 Act) or any
          combination thereof, is or becomes the "beneficial owner"
          (as defined in Rule 13d-3 under the 1934 Act), directly
          or indirectly, of securities of the Corporation
          representing 40% or more of the combined voting power of
          the Corporation's then outstanding securities; or (iii)
          during any period of two (2) consecutive years commencing
          after the date of this Certificate of Designations,
          individuals who at the beginning of such period
          constitute the Board of Directors cease for any reason to
          constitute at least a majority thereof, unless the
          election of each director who was not a director at the
          beginning of such period has been approved in advance by
          directors representing at least a majority of the
          directors then in office who were directors at the
          beginning of the period; or

                              (2)  any assignment to the Original
          Holder of any duties other than those contemplated by, or
          a limitation of the powers of an Original Holder not
          contemplated by, the relevant provisions of his
          employment agreement with the Corporation, if any; or

                              (3)  any removal of the Original
          Holder from, or any failure to re-elect the Original
          Holder to, any of the positions which he may hold by
          virtue of his employment agreement with the Corporation,
          if any, except in connection with his Disability (as
          defined in any such employment agreement) or with the
          termination of his full-time employment with the
          Corporation for Cause; or

                              (4)  a reduction in the Original
          Holder's rate of compensation not agreed to in writing by
          him; or

                              (5)  a failure by the Corporation to
          comply with any of the provisions of the Original
          Holder's employment agreement with the Corporation, if
          any, concerning his compensation, pension, life
          insurance, disability rights or vacations; or

                              (6)  failure by the Corporation to
          require any successor (whether direct or indirect, by
          purchase, merger, consolidation or otherwise) to all or
          substantially all of the business and/or assets of the
          Corporation, by agreement in form and substance
          satisfactory to the Original Holder, expressly to assume
          and agree to perform the Original Holder's employment
          agreement, if any, in the same manner and to the same
          extent that the Corporation would be required to perform
          it if no such succession had taken place; or

                              (7)  failure by the Corporation to
          offer to continue to employ the Original Holder following
          expiration of his employment agreement with the
          Corporation in the same positions as those held by him
          immediately prior to such expiration and on terms at
          least as favorable to the Original Holder as the terms
          set forth in his employment agreement.

                         (p)  "Initial Redemption Payment" means
          any redemption payment by the Corporation on a Redemption
          Date or a Subsequent Redemption Date, which consists, at
          least in part, of a Promissory Note.

                         (q)  "Original Discount" for a share of
          Series III Preferred Stock means the discount from the
          Book Value per share of Common Equity as derived from the
          Audited Consolidated Balance Sheet as of the last day of
          the then current fiscal year or of the next preceding
          fiscal year, whichever is nearer the date on which an
          Original Holder purchased such share or, if applicable,
          the date on which an Original Holder purchased from the
          Corporation the share of Series 3 Preferred Stock in
          exchange for which such share of Series III Preferred
          Stock was issued pursuant to that certain Book Value
          Preferred Stock Plan dated as of April 2, 1981, as
          amended on May 20, 1982 and as subsequently amended on
          June 13, 1983, and as such plan may, from time to time,
          be further amended or supplemented in accordance with its
          terms (the "Plan").

                         (r)  "Original Holder" means, with respect
          to shares of Series III Preferred Stock, a senior
          executive officer (whether or not a member of the Board
          of Directors) of the Corporation or any Subsidiary to
          whom any Shares or, if applicable, any shares of Series 3
          Preferred Stock in exchange for which Shares have been
          issued, have been sold pursuant to the Plan, and, with
          respect to shares of any other series of Redeemable
          Preferred Stock, a senior executive officer (whether or
          not a member of the Board of Directors) of the
          Corporation or any Subsidiary to whom any shares of such
          series of Redeemable Preferred Stock (or of any shares
          exchanged therefor) have been sold pursuant to the Plan.

                         (s)  "Participating Dividend" means the
          dividend which, subject to the conditions in subparagraph
          1C, the Corporation is required to declare on Shares
          whenever a dividend is declared on shares of Common
          Equity.

                         (t)  "Permanent Disability" means in the
          case of any Original Holder, an illness or other
          disability (other than a Permanent Mental Disability)
          which results in any such Original Holder being unable
          regularly to perform his duties as an employee of the
          Corporation, in the capacities in which such Original
          Holder performed such duties prior to the onset of such
          illness or other disability (other than a Permanent
          Mental Disability), for a period of 18 months and the
          termination of any such Original Holder's full-time
          employment with the Corporation.  

                         (u)  "Permanent Mental Disability" means a
          mental illness or other mental disability of a person
          which results in such person being incapable of
          understanding and unable regularly to act with discretion
          in the ordinary affairs of life for a period of at least
          90 consecutive days, as determined by a written
          certification of a qualified medical doctor agreed to by
          the Corporation and such person or, in the event of such
          person's incapacity to designate a doctor, such person's
          legal representative.  In the absence of an agreement
          between the Corporation and such person (or his legal
          representative), each shall nominate a qualified medical
          doctor and the two doctors shall select a third doctor,
          who shall make the determination as to the disability. 
          The appointment of a guardian or legal conservator for a
          person shall create a presumption of the Permanent Mental
          Disability of such person.

                         (v)  "Preferential Dividend" means the
          dividend which will be calculated at the Preferential
          Dividend Rate and which will accumulate and accrue as
          provided in subparagraph 1B.

                         (w)  "Promissory Note" means a promissory
          note of the Corporation, such note to bear interest at an
          annual rate equal to the higher of the prime rate charged
          by Citibank, N.A. or the rate at which the Corporation is
          entitled to borrow money from the principal banking
          institution with which it does business, each as of the
          Redemption Date or the Subsequent Redemption Date, as the
          case may be, and such note shall be payable in cash on
          the next two Subsequent Redemption Payment Dates.

                         (x)  "Redeemable Preferred Stock" means
          any series of redeemable preferred stock of the
          Corporation which is issued by the Corporation pursuant
          to the Plan since the issuance of any Shares of the
          Series 3 Preferred Stock, unless the Certificate of
          Designations and Terms fixing the voting power,
          preferences and relative, participating, options,
          dividends and other special rights, and the
          qualifications, limitations and restrictions of such
          series of redeemable preferred stock expressly provides
          otherwise.

                         (y)  "Redemption Date" means:

                              (1)  for the purposes of the option
          granted to an Original Holder and all Transferee Holders
          of such Original Holder by subparagraph 2A, (i) the later
          of (A) the third Business Day subsequent to the date on
          which the Audited Consolidated Balance Sheet is available
          for the most recent fiscal year ended or (B) the date on
          which an Original Holder and all Transferee Holders of
          such Original Holder collectively intend to exercise such
          option as evidenced by their provision of notice to the
          Corporation, if the date of the notice referred to in
          subclause (i)(B) is within the six-month period
          subsequent to the end of the most recent fiscal year; or
          (ii) the later of (A) the date on which an Original
          Holder and all Transferee Holders of such Original Holder
          collectively intend to exercise such option as evidenced
          by their provision of notice to the Corporation or (B)
          the third Business Day subsequent to the date on which
          the Audited Consolidated Balance Sheet is available for
          the then current fiscal year, if the date of any notice
          referred to in this subclause (ii) is within the six-
          month period prior to the end of the then current fiscal
          year; or

                              (2)  for the purposes of the first
          sentence of subparagraph 2B, the later of (i) the third
          Business Day subsequent to the date on which the Audited
          Consolidated Balance Sheet is available for the most
          recent fiscal year ended or (ii) the tenth Business Day
          subsequent to an Original Holder's Date of Termination
          for Cause, if applicable; or

                              (3)  for the purposes of the second
          sentence of subparagraph 2B, (i) the later of (A) the
          third Business Day subsequent to the date on which the
          Audited Consolidated Balance Sheet is available for the
          most recent fiscal year ended or (B) the third Business
          Day subsequent to the tenth anniversary of the Exchange
          Date; or

                              (4)  for the purpose of preparing
          annual or periodic financial statements of the
          Corporation and its Subsidiaries for presentation in any
          of the Corporation's annual or periodic reports to its
          stockholders or to the Securities and Exchange
          Commission, and for no other purpose (including, but not
          limited to, the redemption of one or more Shares), the
          first day of the fiscal year or period succeeding the
          fiscal year or period to which such financial statements
          relate.

                         (z)  "Redemption Payment" means any
          redemption payment by the Corporation on a Redemption
          Date or a Subsequent Redemption Date which consists
          solely of cash, an equal number of shares of Common Stock
          and shares of Class B Common Stock (or, subsequent to the
          Conversion Date, 100% in shares of Common Stock), or a
          combination thereof.

                           (aa)  "Redemption Price" for a Share
          means, except as is otherwise provided below, the Book
          Value per share of Common Equity as of the last day of
          the fiscal year immediately preceding the Redemption Date
          or the Subsequent Redemption Date, as the case may be,
          for such Share minus the Original Discount on such Share. 
          Notwithstanding the foregoing, the Redemption Price for a
          Share as of a Redemption Date shall be determined by
          reference to the higher of the Book Value per share of
          Common Equity as of the last day of the most recent
          fiscal year ended or as of the end of the then current
          fiscal year, if the Redemption Date for such Share is
          determined pursuant to (y)(1)(ii)(B) of this paragraph 8.

                         (bb)  "Reversal of Prior Capital Account
          Adjustment" means any change in one or more of the
          various component accounts of the Common Stockholder's
          Equity, or in one or more contra accounts thereto, as
          reflected on the accounting books and records of the
          Corporation, which affects Common Stockholders' Equity in
          such a manner as to cause either an increase or a
          decrease therein and which results from the complete or
          partial reversal on the accounting books and records of
          the Corporation of one or more prior Capital Account
          Adjustments, as a consequence of either:

                              (1)  the repurchase by the
          Corporation, at a price less than the value (as
          determined in accordance with the provisions of the last
          sentence of subparagraph 2E of this Certificate of
          Designations) on the date of such repurchase, of shares
          of Common Equity previously issued by the Corporation to
          one or more employees (or to one or more employees of any
          Subsidiary) under any stock purchase plan of the
          Corporation or upon exercise of an option granted under
          any stock option plan of the Corporation at a price less
          than the value (determined as aforesaid) thereof on the
          date of such previous issuance; or

                              (2)  the lapse of all contractual
          restrictions, and/or all restrictions imposed by virtue
          of the terms of any stock purchase or stock option plan
          of the Corporation, upon the free alienability of any
          shares of Common Equity acquired under any such plan or
          pursuant to exercise of an option granted thereunder.

                         (cc)  "Series I Certificate" and "Series
          II Certificate" mean the Certificate of Designations of
          Series I Preferred Stock, dated April 7, 1994, and the
          Certificate of Designations of Series II Preferred Stock,
          dated April 7, 1994, respectively, which were filed with
          the Secretary of State of the State of Delaware pursuant
          to Sections 151(g) and 103 of the General Corporation Law
          of the State of Delaware.

                         (dd)  "Series I Preferred Stock" and
          "Series II Preferred Stock" mean the Series I Preferred
          Stock and the Series II Preferred Stock of the
          Corporation designated as such pursuant to the Series I
          Certificate and the Series II Certificate, respectively.

                         (ee)  "Series 3 Certificate" means that
          certain Amended Certificate of Designations and Terms of
          Series 3 Preferred Stock dated April 15, 1986 which was
          filed with the Secretary of State of the State of
          Delaware pursuant to Sections 151(g) and 103 of the
          General Corporation Law of the State of Delaware.

                         (ff)  "Series 3 Preferred Stock" means the
          Series 3 Preferred Stock of the Corporation designated as
          such pursuant to the Series 3 Certificate.

                         (gg)  "Subsequent Redemption Date" means
          the Anniversary date of any Redemption Date upon which at
          least one-third (1/3) of the Shares issued to an Original
          Holder are required, pursuant to subparagraph 2B, to be
          presented and surrendered for redemption.

                         (hh)  "Subsequent Redemption Payment"
          means any redemption payment by the Corporation in cash,
          Promissory Notes or shares of Common Equity for which an
          Initial Redemption Payment has been made.

                         (ii)  "Subsequent Redemption Payment Date"
          means, with respect to Shares for which an Initial
          Redemption Payment has been made, the anniversary date of
          the Initial Redemption Payment Date therefor.

                         (jj)  "Subsidiary" means any corporation
          at least a majority of the Voting Stock of which is, at
          the time as of which any determination is being made,
          owned by the Corporation either directly or indirectly
          through one or more Subsidiaries.

                         (kk)  "Total Dividend Rate" means 100% for
          each Dividend Year.

                         (ll)  "Transferee Holder" means a
          corporation all the Voting Stock of which is wholly owned
          by an Original Holder or, in the event of the death of an
          Original Holder, the estate of an Original Holder, any
          executor, administrator, legal representative or trustee
          thereof and any heir, distributee, devisee or legatee
          thereunder.

                         (mm)  "Transfer at Other than Book Value"
          means any purchase or other acquisition by the
          Corporation, and any issuance, sale, transfer or other
          disposition by the Corporation, of its Common Equity at a
          price per share which is either in excess of, or below,
          the book value per share of Common Equity as derived from
          the Audited Consolidated Balance Sheet as of the last day
          of the fiscal year immediately preceding such purchase or
          other acquisition, or such issuance, sale, transfer or
          other disposition, as the case may be, and shall include,
          but shall not be limited to, any transfer by the
          Corporation of its Common Equity to one or more tax-
          qualified employee stock ownership plans of the
          Corporation in respect of contributions made by the
          Corporation to such employee stock ownership plan(s). 
          Notwithstanding the foregoing, for purposes of
          determining whether a transfer effected on or subsequent
          to the Distribution Record Date and on or prior to
          December 31, 1986 is a transfer at other than Book Value,
          for purposes of valuation of such transfer, book value
          per share of Common Equity shall be one-half of the book
          value per share of Common Equity at December 31, 1985.

                         (nn)  "Voting Stock" means any share of
          stock having general voting power in electing the Board
          of Directors, irrespective of whether or not at the time
          stock of any other class or series has or might have
          voting power by reason of the happening of any
          contingency.

               9.   Miscellaneous.

                    9A.  Determination of Fact.  Whenever a
          determination of fact is required in connection with any
          provision or provisions of this Certificate of
          Designations, the Board of Directors shall make such
          determination and its determination shall be conclusive.

                    9B.  Headings.  The headings of the paragraphs
          and subparagraphs of this Certificate of Designations are
          inserted for convenience only and shall not constitute a
          part hereof.

                    9C.  Amendments.  Whenever, in the joint
          opinion of the Corporation, as evidenced in the case of
          the Corporation by a resolution of the Board of
          Directors, and of the holder of a majority of the
          outstanding shares of Series III Preferred Stock, it is
          deemed desirable or advisable to amend or restate this
          Certificate of Designations to further the purposes of
          the Corporation in the designation and issuance of the
          Series III Preferred Stock, all as evidenced by an
          instrument signed jointly by the Corporation and such
          stockholders, this Certificate of Designations may be
          amended or restated, to the extent permitted by law and
          with the consent in writing of the holder of a majority
          of the shares of the Series I Preferred Stock and Series
          II Preferred Stock then outstanding, by the adoption by
          the Board of Directors of a resolution implementing any
          such amendment or restatement and by filing a Certificate
          pursuant to the General Corporation Law of the State of
          Delaware.  This Certificate of Designations may also be
          amended or restated in any other manner permitted under
          the General Corporation Law of the State of Delaware.

                    9D.  Validity.  The invalidity or unenforce-
          ability of any provision or provisions of this
          Certificate of Designations shall not affect the validity
          or enforceability of any other provision of this
          Certificate, which shall remain in full force and effect.

          B.   Common Stock and Class B Common Stock

               I.   Subject to the provisions of law, the
          preferences of the Preferred Stock and section III.(C)
          herein, dividends may be paid on the Common Stock and
          Class B Common Stock of the Company at such time and in
          such amounts as the Board of Directors may deem
          advisable.

               II.  The Board of Directors of the Company is
          authorized to effect the elimination of shares of its
          Common Stock or Class B Common Stock purchased or
          otherwise reacquired by the Company from the authorized
          capital stock or number of shares of the Company in the
          manner provided for in the General Corporation Law of
          Delaware.

               III. (A) The powers, preferences and rights of the
          Common Stock and Class B Common Stock, and the
          qualifications, limitations or restrictions thereof,
          shall be in all respects identical, except as otherwise
          required by law or expressly provided in this Certificate
          of Incorporation.

                    (B)  At each annual or special meeting of
          stockholders, each holder of Common Stock shall be
          entitled to one (1) vote in person or by proxy for each
          share of Common Stock standing in his name on the stock
          transfer records of the Company and each holder of Class
          B Common Stock shall be entitled to ten (10) votes in
          person or by proxy for each share of Class B Common Stock
          standing in his name on the stock transfer records of the
          Company.  Except as set forth below, all actions
          submitted to a vote of stockholders shall be voted on by
          the holders of Common Stock and Class B Common Stock (as
          well as the holders of any series of Preferred Stock
          entitled to vote thereon) voting together as a single
          class.  The holders of Common Stock and Class B Common
          Stock shall vote separately as classes with respect to
          amendments to this Certificate of Incorporation that
          alter or change the powers, preferences or special rights
          of their respective classes of stock so as to affect them
          adversely, and with respect to such other matters as may
          require class votes under the General Corporation Law of
          Delaware.  The holders of all outstanding shares of
          capital stock of the Company entitled to vote shall vote
          together as a single class upon any proposal to authorize
          additional shares of Common Stock or Class B Common
          Stock.

                    (C)  If and when dividends on the Common Stock
          and Class B Common Stock are declared payable from time
          to time by the Board of Directors from funds legally
          available therefor, whether payable in cash, in property
          or in shares of stock of the Company, the holders of
          Common Stock and the holders of Class B Common Stock
          shall be entitled to share equally, share for share, in
          such dividends, except that, if dividends are declared
          that are payable in shares of Common Stock or Class B
          Common Stock, dividends shall be declared that are
          payable at the same rate on both classes of stock and the
          dividends payable in shares of Common Stock shall be
          payable to holders of that class of stock and the
          dividends payable in shares of Class B Common Stock shall
          be payable to holders of that class of stock.  If the
          Company shall in any manner subdivide or combine the
          outstanding shares of Common Stock or Class B Common
          Stock, the outstanding shares of the other such class of
          stock shall be proportionally subdivided or combined in
          the same manner and on the same basis as the outstanding
          shares of Common Stock or Class B Common Stock, as the
          case may be, have been subdivided or combined.

                    (D)  (1)  The holder of each outstanding share
          of Class B Common Stock shall have the right at any time,
          or from time to time, at such holder's option to convert
          such share into one fully paid and nonassessable share of
          Common Stock, on and subject to the terms and conditions
          hereinafter set forth.

                         (2)  In order to exercise his conversion
          privilege, the holder of any shares of Class B Common
          Stock to be converted shall present and surrender the
          certificate representing such shares during usual
          business hours at any office or agency of the Company
          maintained for the transfer of Common Stock and Class B
          Common Stock and shall deliver a written notice of the
          election of the holder to convert the shares represented
          by such certificate or any portion thereof specified in
          such notice.  Such notice shall also state the name or
          names (with address) in which the certificate or
          certificates for shares of Common Stock which shall be
          issuable on such conversion shall be issued.  If so
          required by the Company, any certificate for shares
          surrendered for conversion shall be accompanied by
          instruments of transfer, in form satisfactory to the
          Company, duly executed by the holder of such shares or
          his duly authorized representative.  Each conversion of
          shares of Class B Common Stock shall be deemed to have
          been effected on the date (the "conversion date") on
          which the certificate or certificates representing such
          shares shall have been surrendered and such notice and
          any required instruments of transfer shall have been
          received as aforesaid, and the person or persons in whose
          name or names any certificate or certificates for shares
          of Common Stock shall be issuable on such conversion
          shall be deemed to have become immediately prior to the
          close of business on the conversion date the holder or
          holders of record of the shares of Common Stock
          represented thereby.

                         (3)  As promptly as practicable after the
          presentation and surrender for conversion, as herein
          provided, of any certificate for shares of Class B Common
          Stock, the Company shall issue and deliver at such office
          or agency, to or upon the written order of the holder
          thereof, certificates for the number of shares of Common
          Stock issuable upon such conversion.  In case any
          certificate for shares of Class B Common Stock shall be
          surrendered for conversion of a part only of the shares
          represented thereby, the Company shall deliver at such
          office or agency, to or upon the written order of the
          holder thereof, a certificate or certificates for the
          number of shares of Class B Common Stock represented by
          such surrendered certificate, which are not being
          converted.  The issuance of certificates for shares of
          Common Stock issuable upon the conversion of shares of
          Class B Common Stock shall be made without charge to the
          converting holder for any tax imposed upon the Company in
          respect of the issue thereof.  The Company shall not,
          however, be required to pay any tax which may be payable
          with respect to any transfer involved in the issue and
          delivery of any certificate in a name other than that of
          the holder of the shares being converted, and the Company
          shall not be required to issue or deliver any such
          certificate unless and until the person requesting the
          issue thereof shall have paid to the Company the amount
          of such tax or has established to the satisfaction of the
          Company that such tax has been paid.

                         (4)  Upon any conversion of shares of
          Class B Common Stock into shares of Common Stock pursuant
          hereto, no adjustment with respect to dividends shall be
          made; only those dividends shall be payable on the shares
          so converted as may be declared and may be payable to the
          holder of record of shares of Class B Common Stock on a
          date prior to the conversion date with respect to the
          shares so converted; and only those dividends shall be
          payable on shares of Common Stock issued upon such
          conversion as may be declared and may be payable to
          holders of record of shares of Common Stock on or after
          such conversion date.

                         (5)  In case of any consolidation or
          merger of the Company as a result of which the holders of
          Common Stock shall be entitled to receive stock, other
          securities or other property with respect to or in
          exchange for Common Stock or in case of any sale or
          conveyance of all or substantially all of the property or
          business of the Company as an entirety, a holder of a
          share of Class B Common Stock shall have the right
          thereafter, so long as the conversion right hereunder
          shall exist, to convert such share into the kind and
          amount of shares of stock and other securities and
          properties receivable upon such consolidation, merger,
          sale or conveyance by a holder of one share of Common
          Stock and shall have no other conversion rights with
          regard to such share.  The provisions of this
          subparagraph (5) shall similarly apply to successive
          consolidations, mergers, sales or conveyances.

                         (6)  All shares of Class B Common Stock
          which shall have been surrendered for conversion as
          herein provided shall no longer be deemed to be
          outstanding, and all rights with respect to such shares,
          including the rights, if any, to receive notices and to
          vote, shall thereupon cease and terminate, except only
          the right of the holders thereof, subject to the
          provisions of subparagraph (3) of this subdivision (D),
          to receive shares of Common Stock in exchange therefor.

                         (7)  Such number of shares of Common Stock
          as may from time to time be required for such purpose
          shall be reserved for issuance upon conversion of
          outstanding shares of Class B Common Stock.

                         (8)  Such number of shares of Class B
          Common Stock as may from time to time be required for
          such purposes shall be reserved for issuance (i) pursuant
          to stock dividends, stock splits and similar
          distributions; (ii) upon exercise, conversion or
          redemption of any outstanding securities; (iii) pursuant
          to existing employee's benefit plans including, without
          limitation, the Company's Restricted Stock Plan ("RSP")
          and its stock option plans (collectively, the "Option
          Plans"), pursuant to which options are on the
          Distribution Record Date (as hereinafter defined)
          outstanding or pursuant to which options may on the
          Distribution Record Date be granted, with respect to
          shares currently available for issuance under the RSP and
          with respect to shares available for issuance upon
          exercise of options currently available for grant under
          the Option Plans, as are more fully set forth, with
          respect to the RSP and the Option Plans, in clauses (iv)
          and (v) hereof; (iv) under the RSP, as shall equal the
          number of shares of Common Stock available for issuance
          thereunder on the Distribution Record Date; and (v) under
          the Option Plans, as shall equal the number of shares of
          Common Stock issuable upon the exercise of the options
          available for grant on the record date for the initial
          distribution of shares of Class B Common Stock (the
          "Distribution Record Date").

                         (9)  All outstanding shares of Class B
          Common Stock will automatically convert into shares of
          Common Stock on the tenth anniversary of the Distribution
          Record Date.  Upon such conversion, certificates
          evidencing previously outstanding shares of Class B
          Common Stock will thereafter be deemed to evidence a like
          number of shares of Common Stock.  None of the provisions
          of this subparagraph (9) may be amended, altered,
          supplemented or repealed without the affirmative vote of
          the holders of the Common Stock, of the Class B Common
          Stock and of each series of the Preferred Stock entitled
          to vote and outstanding on the Distribution Record Date.

                    (E)  (1)  No person holding shares of Class B
          Common Stock (hereinafter called a "Class B Holder") may
          transfer, and the Company shall not register the transfer
          of, such shares of Class B Common Stock, whether by sale,
          assignment, gift, bequest, appointment or otherwise,
          except to a Permitted Transferee of such Class B Holder,
          which term shall have the following meanings:

                              (a)  In the case of a Class B Holder
          who is a natural person and the holder of record and
          beneficial owner of the shares of Class B Common Stock
          subject to said proposed transfer, "Permitted Transferee"
          means (A) the spouse of such Class B Holder, (b) a lineal
          descendant of such Class B Holder (said descendants,
          together with the Class B Holder and his or her spouse,
          are hereinafter referred to as "such Class B Holder's
          family members"), (C) an executor of the estate of such
          deceased Class B Holder or a legal representative or
          conservator of such legally incompetent Class B Holder,
          (D) the trustee of a trust for the sole benefit of such
          Class B Holder's family members, and for the benefit of
          no other person, provided that such trust may grant a
          general or special power of appointment to the spouse of
          such Class B Holder, any lineal descendant of such Class
          B Holder or the spouse of any such lineal descendant, and
          may permit trust assets to be used to pay taxes, legacies
          and other obligations of the trust or the estate of such
          Class B Holder payable by reason of the death of such
          Class B Holder and provided that such trust prohibits
          transfer of shares of Class B Common Stock to persons
          other than Permitted Transferees, as defined in clause
          (b) below, (E) the voting trust created by the Voting
          Trust Agreement, dated as of February 24, 1986 ("Voting
          Agreement") among the several Beneficiaries, as defined
          therein, the Corporation and Edward H. Meyer and Ronald
          A. Nicholson, as Trustees.

                              (b)  In the case of a Class B Holder
          holding the shares of Class B Common Stock subject to
          said proposed transfer as trustee pursuant to a trust
          other than a trust described in clause (c) below,
          "Permitted Transferee" means (A) the person or persons
          who established such trust and (B) a Permitted Transferee
          of such person or persons determined pursuant to clause
          (a) above.

                              (c)  In the case of a Class B Holder
          holding the shares of Class B Common Stock subject to
          said proposed transfer as trustee pursuant to a trust
          which was irrevocable on the Distribution Record Date,
          for determining the persons to whom the Class B Common
          Stock is first issuable by the Company, "Permitted
          Transferee" means any person to whom or for whose benefit
          principal may be distributed either during or at the end
          of the term of such trust whether by power of appointment
          or otherwise or any "Permitted Transferee" of such person
          determined pursuant to clause (a), (b), (e) or (f)
          hereof, as the case may be.

                              (d)  In the case of a Class B Holder
          who holds shares as a result of the distribution of
          shares of Class B Common Stock upon termination of the
          Voting Agreement, "Permitted Transferee" means (A) the
          Class B Holder who deposited such Class B Common Stock
          pursuant to the Voting Agreement and (B) a Permitted
          Transferee of such depositor.

                              (e)  In the case of a Class B Holder
          who is the record (but not the beneficial) owner of the
          shares of Class B Common Stock subject to said proposed
          transfer as nominee for the person who was the beneficial
          owner thereof on the Distribution Record Date, "Permitted
          Transferee" means such beneficial owner and a Permitted
          Transferee of such beneficial owner determined pursuant
          to clause (a), (b), (c) or (f) hereof, as the case may
          be.  A transfer of the beneficial ownership of the shares
          of the Class B Common Stock held by such a record (but
          not beneficial) holder of Class B Common Stock to another
          beneficial owner, other than a Permitted Transferee of
          such beneficial owner, notwithstanding that there is no
          change in the record ownership of such shares of Class B
          Common Stock by virtue of any such transfer, shall not be
          permitted hereunder.

                              (f)  In the case of a Class B Holder
          which is a corporation and the holder of record and
          beneficial owner of the shares of Class B Common Stock
          subject to said proposed transfer, "Permitted Transferee"
          means the survivor of a merger or consolidation of such
          corporation.

                              (g)  In the case of a Class B Holder
          which is the estate of a deceased Class B Holder, or
          which is the estate of a bankrupt or insolvent Class B
          Holder, and provided such deceased, bankrupt or insolvent
          Class B Holder, as the case may be, was the record and
          beneficial owner of the shares of Class B Common Stock
          subject to said proposed transfer, "Permitted Transferee"
          means a Permitted Transferee of such deceased, bankrupt
          or insolvent Class B Holder as determined pursuant to
          clauses (a) or (f) above, as the case may be.

                         (2)  Notwithstanding anything to the
          contrary set forth herein, any Class B Holder may pledge
          such Holder's shares of Class B Common Stock to a pledgee
          pursuant to a bona fide pledge of such shares as
          collateral security for indebtedness due to the pledgee,
          provided that such shares shall not be transferred to or
          registered in the name of the pledgee and shall remain
          subject to the provisions of this subdivision (E).  In
          the event of foreclosure or other similar action by the
          pledgee, such pledged shares of Class B Common Stock may
          only be transferred to a Permitted Transferee of the
          pledgor or converted into shares of Common Stock, as the
          pledgee may elect.

                         (3)  For purposes of this subdivision (E):

                              (a)  The relationship of any person
          that is derived by or through legal adoption shall be
          considered a natural one.

                              (b)  Each joint owner of shares of
          Class B Common Stock shall be considered a "Class B
          Holder" of such shares.

                              (c)  A minor for whom shares of Class
          B Common Stock are held pursuant to a Uniform Gifts to
          Minors Act or similar law shall be considered a Class B
          Holder of such shares.

                              (d)  Unless otherwise specified, the
          term "person" means both natural persons and legal
          entities.

                         (4)  Any purported transfer of shares of
          Class B Common Stock not permitted hereunder shall result
          in the automatic conversion of the transferee's shares of
          Class B Common Stock into shares of Common Stock,
          effective on the date of such purported transfer.  The
          Company may, as a condition to the transfer or the
          registration of transfer of shares of Class B Common
          Stock to a purported Permitted Transferee, require the
          furnishing of such affidavits or other proof as it deems
          necessary to establish that such transferee is a
          Permitted Transferee.

                         (F)  Certificates representing shares of
          Class B Common Stock issued as a stock dividend on the
          Company's then outstanding Common Stock may be registered
          in the same name and manner as the certificates
          representing the shares of Common Stock with respect to
          which the shares of Class B Common Stock were issued.

                         (G)  (1)  For the purposes of this Article
          FOURTH, the term "beneficial owner(s)" of any shares of
          Class B Common Stock shall mean the person or persons who
          possess the power to dispose, or to direct the
          disposition, of such shares.

                         (2)  The Company shall note on the
          certificates representing the shares of Class B Common
          Stock that there are restrictions on transfer and
          registration imposed by subdivisions (E) and (F) above.

                         (H)  Except as otherwise provided in
          subdivisions (B), (C) and (D) above and except for shares
          of Class B Common Stock contemplated or duly reserved for
          issuance pursuant to subdivisions (B) and (D) of this
          Article FOURTH, the Company shall not issue additional
          shares of Class B Common Stock after the date shares of
          Class B Common Stock are first issued by the Company. 
          All shares of Class B Common Stock surrendered for
          conversion shall resume the status of authorized but
          unissued shares of Class B Common Stock.

                         (I)  The Common Stock and Class B Common
          Stock are subject to all the powers, rights, privileges,
          preferences and priorities of the Preferred Stock as may
          be stated herein and as shall be stated and expressed in
          any resolution or resolutions adopted by the Board of
          Directors pursuant to authority expressly granted to and
          vested in it by the provisions of this Article FOURTH.

          C.  General

                    Subject to the provisions of law and the
          foregoing provisions of this Certificate of
          Incorporation, the Company may issue shares of its
          Preferred Stock or Common Stock, from time to time for
          such consideration having a value not less than the par
          value thereof as may be fixed by the Board of Directors,
          which is expressly authorized to fix the same in its
          absolute and uncontrolled discretion, subject as
          aforesaid.  Shares so issued, for which the consideration
          has been paid or given to the Company, shall be deemed
          fully paid stock and shall not be liable to any further
          call or assessments thereon, and the holders of such
          shares shall not be liable for any further payments in
          respect of such shares.

                    FIFTH:  In furtherance and not in limitation of
          the powers conferred by statute, the Board of Directors
          is expressly authorized to make, alter or repeal the By-
          Laws of the Company.

                    SIXTH:  Elections of Directors need not be by
          written ballot unless the By-Laws of the Company shall so
          provide.

                    SEVENTH:  The holders of shares of Common
          Stock, Class B Common Stock and Series 1 Preferred Stock
          entitled to vote such shares together with the holders of
          shares of any other series of Preferred Stock who shall
          have the right and power to vote with the holders of
          Common Stock, Class B Common Stock and Series 1 Preferred
          Stock as a single class on the election and removal of
          directors, shall have the right and power, all voting as
          a single class, to elect a number of directors ("Capital
          Stock Directors") equal to three-quarters (3/4) of the
          number of directors which shall constitute the entire
          Board of Directors (or, if such number is a whole number
          and a fraction less than or equal to one-half (1/2), the
          number of Capital Stock Directors equal to such whole
          number, or if such number is a whole number and a
          fraction greater than one-half (1/2), the number of
          Capital Stock Directors equal to the next higher whole
          number), and (b) to remove, whether with or without
          cause, at any time, any of such Capital Stock Directors. 
          In all elections of Capital Stock Directors, each holder
          of shares entitled to vote thereon as aforesaid shall
          have the right of cumulative voting and consequently will
          be entitled to as many votes as shall equal the number
          votes which, except for provisions of cumulative voting,
          he would be entitled to cast for the election of Capital
          Stock Directors with respect to his shares multiplied by
          the number of Capital Stock Directors to be elected, and
          he may cast all of such votes for a single Capital Stock
          Director or may distribute them among the number to be
          voted for, or for any two or more of them, as he may see
          fit.  Any Capital Stock Director may be removed by the
          affirmative vote of the holders of not less than the
          number of shares entitled to vote thereon as aforesaid
          which, if voted cumulatively, would be sufficient to
          elect the entire class of Capital Stock Directors of
          which such Capital Stock Director is a part, given at an
          annual meeting or a special meeting of the holders of
          shares entitled so to vote called and held for that
          purpose; and the vacancy in the Board of Directors caused
          by such removal may be filled at any such meeting and, if
          not so filled, shall be filled by the remaining Capital
          Stock Directors.

                    The holders of shares of Series 1 Preferred
          Stock entitled to vote such shares, together with the
          holders of shares of any other series of Preferred Stock
          who shall have the right and power to vote with the
          holders of Series 1 Preferred Stock as a single class on
          the election and removal of directors, shall have the
          right and power, all voting as a single class, (a) to
          elect a number of directors ("Preferred Stock Directors")
          equal to one-quarter (1/4) of the number of directors
          which shall constitute the entire Board of Directors (or,
          if such number is a whole number and a fraction less than
          one-half (1/2), the number of Preferred Stock Directors
          equal to such whole number, if such number is a whole
          number and a fraction greater than or equal to one-half
          (1/2), the number of Preferred Stock Directors equal to
          the next higher whole number) and (b) to remove, whether
          with or without cause, at any time, any of such Preferred
          Stock Directors, the holders of not less than a majority
          of the outstanding shares entitled to vote thereon as
          aforesaid shall be required to elect a Preferred Stock
          Director.  Any Preferred Stock Director may be removed by
          the affirmative vote of the holders of not less than a
          majority of the shares entitled to vote thereon
          aforesaid, given at an annual meeting or a special
          meeting of the holders of such shares called and held for
          that purpose; and the vacancy in the Board of Directors
          caused by such removal may be filled at any such meeting
          and, if not so filled, shall be filled by the remaining
          Preferred Stock Directors.

                    The holder of shares of Series 1 Preferred
          Stock entitled to vote such shares shall have the right
          to exercise the rights and powers embodied in the
          foregoing paragraph on the earlier of (a) a vacancy on
          the Board of Directors by reason of resignation, removal
          or otherwise, (b) an increase in the number of directors
          which constitute the entire Board of Directors or (c) the
          1982 annual meeting of stockholders.

                    If, at any time, there are no longer any
          holders of shares of Series 1 Preferred Stock entitled to
          vote such shares, and there are no longer any holders of
          shares of any other series of Preferred Stock who have
          the right and power to vote with the holders of Series 1
          Preferred Stock as a single class on the election and
          removal of Preferred Stock Directors, then, the term of
          office of all Preferred Stock Directors shall terminate,
          and no additional Preferred Stock Directors shall be
          elected.  The vacancy or vacancies so created in the
          Board of Directors shall be filled with Capital Stock
          Directors as provided in this Article SEVENTH, and from
          such time the entire Board of Directors shall be
          comprised of Capital Stock Directors.

                    If the Board of Directors should adopt a
          resolution or resolutions authorizing the issuance of
          additional series of Preferred Stock and if such
          resolution or resolutions should fix the voting power of
          such additional series such that the holders of such
          additional series would be entitled (a) to vote with the
          holders of Common Stock, Class B Common Stock and Series
          1 Preferred Stock as a single class in all elections and
          removals of Capital Stock Directors in accordance with
          the first paragraph of this Article SEVENTH and/or (b) to
          vote with the holders of Series 1 Preferred Stock as a
          single class in all elections and removals of Preferred
          Stock Directors in accordance with the second paragraph
          of this Article SEVENTH, then upon the affirmative vote
          of the holders of not less than a majority of the
          outstanding shares of Series 1 Preferred Stock entitled
          to vote such shares, given at an annual meeting or a
          special meeting called and held for the purpose of
          considering such resolution or resolutions, the holders
          of such additional series shall be so entitled; provided,
          that if there are no longer any such holders of Series 1
          Preferred Stock, the affirmative vote of such holders
          shall no longer be required.

                    Any special meeting contemplated by this
          Article SEVENTH shall be called by the Board of
          Directors, the Chairman of the Board or the President
          upon the written request of the holders of not less than
          a majority of the outstanding shares of Common Stock,
          Class B Common Stock and Preferred Stock entitled to vote
          at such meeting, and at such meeting, the presence, in
          person or by proxy, of the holders of not less than a
          majority of the outstanding shares entitled to vote at
          such meeting shall constitute a quorum.

                    This Article SEVENTH shall not be altered,
          amended or repealed without the affirmative vote of the
          holders of not less than a majority of the outstanding
          shares of Series 1 Preferred Stock entitled to vote such
          shares, given at an annual meeting or a special meeting
          called and held for that purpose, and at any such meeting
          such holders shall be entitled to vote as a separate
          class; provided, that if there are no longer any such
          holders, this Article SEVENTH may be altered, amended or
               repealed upon the affirmative vote of the holders of not
          less than a majority of the outstanding shares of all
          classes of stock who are entitled to vote such shares,
          all voting as a single class, given at an annual meeting
          or a special meeting called and held for that purpose.

                    EIGHTH:  Whenever the vote of stockholders at a
          meeting thereof is required or permitted to be taken for
          or in connection with any corporate action by any
          provision of the General Corporation Law of Delaware, the
          meeting and vote of stockholders may be dispensed with if
          the holders of stock having in the aggregate not less
          than the number of votes required by statute or, if
          greater, this Certificate, for the proposed corporate
          action shall consent in writing to such corporate action
          being taken, provided that prompt notice must be given to
          all stockholders of the taking of such corporate action
          without a meeting and by less than unanimous written
          consent.

                    NINTH:  Whenever the vote of stockholders is
          required to be taken by any provision of the General
          Corporation Law of Delaware in connection with a merger
          or consolidation of the Company or the sale, lease,
          exchange or other disposition of all or substantially all
          of the assets of the Company, such action shall require
          the concurrence of the holders of not less than two-
          thirds (2/3rds) of the outstanding stock of the Company
          entitled to vote thereon.  This paragraph of Article
          NINTH may not be amended except upon the vote of the
          holders of not less than two-thirds (2/3rds) of the
          outstanding stock of the Company entitled to vote upon
          such amendment.

                    In order for stockholders of the Company to
          amend the By-Laws for the purpose of changing the number
          of directors, any such action shall require the
          concurrence of not less than four-fifths (4/5ths) of the
          outstanding stock of the Company entitled to vote
          thereon.  This paragraph of Article NINTH may not be
          amended except upon the vote of the holders of not less
          than four-fifths (4/5ths) of the outstanding stock of the
          Company entitled to vote upon such amendment.

                    TENTH:  Whenever the vote of stockholders is
          required to be taken by any provision of the General
          Corporation Law of Delaware in conjunction with a merger
          or consolidation of the Company or the sale, lease,
          exchange or other disposition of all or substantially all
          of the assets of the Company, the holders of shares of
          Series 1 Preferred Stock entitled to vote such shares,
          together with the holders of shares of any other series
          of Preferred Stock who shall have the right and power to
          vote with the holders of Series 1 Preferred Stock as a
          single class in connection with any such action, shall
          have the right and power to vote as a single class and
          the affirmative vote of the holders of not less than a
          majority of the outstanding shares entitled to vote
          thereon as aforesaid shall be required to approve any
          such action.

                    If the Board of Directors should adopt a
          resolution or resolutions authorizing the issuance of
          additional series of Preferred Stock and if such
          resolution or resolutions should fix the voting power of
          such additional series such that the holders of such
          additional series would be entitled to vote with the
          holders of Series 1 Preferred Stock as a single class
          whenever the vote of the stockholders is required to be
          taken by any provision of the General Corporation Law of
          Delaware in connection with a merger or consolidation of
          the Company or the sale, lease, exchange or other
          disposition of all or substantially all of the assets of
          the Company, then upon the affirmative vote of the
          holders of not less than a majority of the outstanding
          shares of Series 1 Preferred Stock entitled to vote such
          shares, given at an annual meeting or a special meeting
          called and held for the purpose of considering such
          resolution or resolutions, the holders of such additional
          series shall be so entitled; provided, that if there are
          no longer any such holders of Series 1 Preferred Stock,
          the affirmative vote of such holders shall no longer be
          required.

                    Any special meeting contemplated by this
          Article TENTH shall, upon the written request of the
          holders of not less than a majority of the outstanding
          shares of Preferred Stock entitled to vote at such
          meeting, be called by the Board of Directors, the
          Chairman of the Board or the President and at such
          meeting, the presence, in person or by proxy, of the
          holders of not less than a majority of the outstanding
          shares of Preferred Stock entitled to vote at such
          meeting shall constitute a quorum.

                    This Article TENTH shall not be altered,
          amended or repealed without the affirmative vote of the
          holders of not less than a majority of the outstanding
          shares of Series 1 Preferred Stock entitled to vote such
          shares, given at an annual meeting or a special meeting
          called and held for that purpose, and at any such meeting
          such holders shall be entitled to vote as a separate
          class; provided, that if there are no longer any such
          holders, this Article TENTH may be altered, amended or
          repealed upon the affirmative vote of the holders of not
          less than a majority of the outstanding shares of all
          classes of stock who are entitled to vote such shares,
          all voting as a single class, given at an annual meeting
          or a special meeting called and held for that purpose.

                    ELEVENTH:  The Company shall to the fullest
          extent permitted by the General Corporation Law of the
          State of Delaware, as amended from time to time,
          indemnify the members of its Board of Directors,
          indemnify the officers of the Company and any and all
          persons whom it shall have power to indemnify from and
          against any and all expenses, liabilities or other
          matters.

                     "No director of the Company shall be
                     personally liable to the Company or its
                     stockholders for monetary damages for
                     breach of fiduciary duty by such
                     director as a director; provided,
                     however, that this Article Eleventh
                     shall not eliminate or limit the
                     liability of a director to the extent
                     provided applicable law (i) for any
                     breach of the director's duty of loyalty
                     to the Company or its stockholders, (ii)
                     for acts or omissions not in good faith
                     or which involve intentional misconduct
                     or a knowing violation of law, (iii)
                     under Section 174 of the General
                     Corporation Law of Delaware or (iv) for
                     any transaction from which the director
                     derived an improper personal benefit. 
                     No amendment to or repeal of this
                     Article Eleventh shall apply to, or have
                     any effect on, the liability or alleged
                     liability of any director of the Company
                     for or with respect to any acts or
                     omissions of such director occurring
                     prior to such amendment or repeal."

                    TWELFTH:  Shares of stock of the Company may be
          issued for such consideration, having a value not less
          than the par value thereof, as is determined from time to
          time by the Board of Directors of the Company or by a vote
          of the majority of the outstanding stock entitled to vote
          thereon.

                    IN WITNESS WHEREOF, the said Grey Advertising
          Inc. has made under its corporate seal and the hand of
          William P. Garvey, an Executive Vice President, and the
          foregoing certificate, and the said Executive Vice
          President, and the hand of Steven G. Felsher, its
          Secretary, the foregoing certificate, and the said
          Executive Vice President and the said Assistant Secretary
          have hereunto severally set their hands and caused the
          corporate seal of the corporation to be hereunto applied
          this 11th day of April, 1994.

                                        GREY ADVERTISING INC.

                                        By:                          
                                           William P. Garvey
                                           Executive Vice President
           

                                        Attest:                      
                                               Steven G. Felsher
                                               Secretary

EX-10

                       STOCKHOLDER EXCHANGE AGREEMENT

                  STOCKHOLDER EXCHANGE AGREEMENT, dated as of April
        7, 1994, by and between Grey Advertising Inc., a Delaware
        corporation (the "Company"), and Mr. Edward H. Meyer,
        Chairman of the Board, President and Chief Executive
        Officer of the Company ("Meyer").  

                  WHEREAS, Meyer is the owner of 20,000 shares of
        Series 1 Preferred Stock, par value $1.00 per share (the
        "Series 1 Shares"), 5,000 shares of Series 2 Preferred
        Stock, par value $1.00 per share (the "Series 2 Shares"),
        and 5,000 shares of Series 3 Preferred Stock, par value
        $1.00 per share (the "Series 3 Shares"), of the Company,
        (collectively, the "Outstanding Preferred Shares");

                  WHEREAS, Meyer and the Company desire to exchange
        (i) the Series 1 Shares for an equal number of shares of
        newly created Series I Preferred Stock, par value $1.00 per
        share (the "Series I Shares"), of the Company, (ii) the
        Series 2 Shares for an equal number of shares of newly
        created Series II Preferred Stock, par value $1.00 per
        share (the "Series II Shares"), of the Company, and (iii)
        the Series 3 Shares for an equal number of shares of newly
        created Series III Preferred Stock, par value $1.00 per
        share (the "Series III Shares"), of the Company (the Series
        I Shares, Series II Shares and Series III Shares are
        referred to collectively herein as the "New Preferred
        Shares").

                  NOW, THEREFORE, in order to implement the
        foregoing and in consideration of the mutual agreements
        contained herein, the parties agree as follows:

        I.  AUTHORIZATION AND EXCHANGE
            OF PREFERRED STOCK        

                  1.1  Authorization of Preferred Stock

                  The Company has authorized the issuance of (i)
        the Series I Shares, having the rights and preferences set
        forth in the Certificate of Designations attached as
        Exhibit A hereto, (ii) the Series II Shares, having the
        rights and preferences set forth in the Certificate of
        Designations attached as Exhibit B hereto and (iii) the
        Series III Shares, having the rights and preferences set
        forth in the Certificate of Designations attached as
        Exhibit C hereto. 

                  1.2  Exchange of Preferred Stock.  Subject to the
        terms and conditions of this Agreement, Meyer hereby agrees
        to acquire through the exchange of the Outstanding
        Preferred Shares, and the Company agrees to issue to Meyer
        in exchange for such shares, the New Preferred Shares (the
        "Exchange").

                  1.3  Closing.  Subject to the terms and condi-
        tions of this Agreement, the closing (the "Closing") of the
        transactions contemplated hereby shall take place at the
        offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third
        Avenue, New York, New York 10022, or at such other place as
        the parties hereto shall mutually agree, on the date on
        which the Certificates of Designations referred to in
        Section 1.1 hereof are filed with the Secretary of State of
        the State of Delaware (the "Closing Date"), which date
        shall occur upon or as soon as practicable after the
        execution hereof.  At the Closing, Meyer will deliver to
        the Company stock certificates representing the Outstanding
        Preferred Shares duly endorsed and in form for transfer to
        the Company and accompanied by such supporting documents as
        may be necessary to transfer title to the Company, and the
        Company will issue and deliver to Meyer duly executed stock
        certificates representing the New Preferred Shares, each
        registered in the name of Meyer.  The Company will pay any
        applicable New York State transfer tax payable as a result
        of the Exchange.

        II.  RESTRICTION ON TRANSFER OF PREFERRED STOCK

                  2.1  Transfer of the Shares.  Meyer may not
        transfer any or all of his New Preferred Shares, or an
        interest therein, except as permitted in the applicable
        Certificate of Designations and any such transfer shall be
        void unless (i) Meyer provides prior written notification
        to the Company of his intention to transfer any or all of
        the New Preferred Shares or an interest in any or all of
        the New Preferred Shares, and (ii) Meyer receives written
        notification from the Company that, in the opinion of
        counsel to the Company, no registration, or perfection of
        an exemption from registration, under, the Securities Act
        of 1933, as amended ("Securities Act"), is required with
        respect to such transfer.

                  2.2  Certificates.  Each of the certificates
        representing the New Preferred Shares shall bear a printed
        or typewritten legend in substantially the following form,
        and/or such other form of legend relating to the Securities
        Act or the transfer restrictions in the applicable
        Certificate of Designation for the New Preferred Shares as
        may be deemed appropriate by the Company's counsel:

                        "The transfer of this certificate and
                   the shares of [Series I] [Series II] [Series
                   III] Preferred Stock represented hereby is
                   restricted under, and is subject to the
                   terms and conditions contained in, the
                   Certificate of Designations of [Series I]
                   [Series II] [Series III] Preferred Stock of
                   the Company, dated April 7, 1994, (the
                   "Certificate of Designations") and a
                   Stockholder Exchange Agreement, dated as of
                   April 7, 1994, between the original
                   registered owner and the Company (the
                   "Exchange Agreement").  In particular, this
                   certificate and the shares of [Series I]
                   [Series II] [Series III] Preferred Stock
                   represented hereby may only be transferred
                   to a corporation all the voting stock of
                   which is wholly owned by the original
                   registered owner, or, in the event of the
                   death of the original registered owner, the
                   estate of such registered owner, any
                   executor, administrator, legal
                   representative or trustee thereof and any
                   heir, distributee, devisee or legatee
                   thereunder.  Such shares may not be
                   transferred without an effective
                   registration statement under the Securities
                   Act of 1933, as amended, or an opinion of
                   counsel to the Company that registration is
                   not required."

                        "This certificate and the shares of
                   [Series I] [Series II] [Series III]
                   Preferred Stock represented hereby are, upon
                   the happening of certain events set forth in
                   the Certificate of Designations, subject to
                   mandatory redemption by the Company.  In
                   addition, upon the happening of certain
                   events set forth in such Certificate of
                   Designations, the registered owner shall no
                   longer be entitled to exercise certain
                   voting rights which such owner would
                   otherwise be entitled to exercise by virtue
                   of his ownership of shares of [Series I]
                   [Series II] [Series III] Preferred Stock."

                        "Copies of the Certificate of
                   Designations and the Exchange Agreement are
                   on file and may be inspected at the office
                   of the Company at 777 Third Avenue, New
                   York, New York 10017."

          Any certificate issued without consideration therefor in
          connection with a stock split, stock dividend,
          recapitalization, combination or exchange of shares,
          merger, consolidation or other similar reorganization,
          distribution or transaction of or by the Company,
          subsequent to the date hereof, shall, if deemed
          appropriate by the Company's counsel, bear the same
          legend as the certificate with respect to which it was
          issued.

          III.  REPRESENTATIONS AND WARRANTIES OF MEYER

                    Meyer represents and warrants to the Company as
          follows:

                    3.1  Authorization.  Meyer has all requisite
          power and authority to execute and deliver this Agreement
          and to consummate the transactions contemplated hereby.

                    3.2  Authorization of Agreement.  This
          Agreement has been duly executed and delivered by Meyer
          and constitutes a valid and binding obligation of Meyer
          enforceable against him in accordance with its terms.

                    3.3  Investment Intention/Information.  Meyer
          represents and warrants to the Company that he
          understands and agrees that the Shares are not being
          registered under the Securities Act, that the Shares are
          being issued and sold by reason of an exemption pursuant
          to the Securities Act as a transaction by an issuer not
          involving a public offering, and that Meyer has received
          from the Company, or otherwise obtained, information
          concerning the Company, sufficient for the purpose of
          forming an independent judgment concerning the purchase
          of the Shares for investment, and hereby represents that
          the Shares are being acquired for the account of Meyer
          for investment and not with a view to the sale or
          distribution thereof, and it is understood that the
          reliance of the Company upon such exemption is predicated
          upon such representation.  Meyer further represents and
          warrants to the Company that he understands and agrees
          that the Company is under no obligation to register the
          Shares under the Securities Act or to insure the
          availability of an exemption from registration under the
          Securities Act so as to permit the resale of the Shares. 
          Meyer has been granted the opportunity to ask questions
          of, and receive answers from, representatives of the
          Company concerning the terms and conditions of the
          Outstanding Preferred Shares and the New Preferred Shares
          and any additional information about the Company and has
          reviewed other information about the Company, including
          proxy statements, annual reports and other public filings
          and internal financial reports and, as he has deemed
          necessary, other reports about the Company, Meyer's
          knowledge and experience in financial and business
          matters is such that he is capable of evaluating the
          merits and risks of an investment in the New Preferred
          Shares and he can bear the economic risk of holding the
          New Preferred Shares for an indefinite period of time and
          in making the decision to exchange the Outstanding
          Preferred Shares for the New Preferred Shares, Meyer has
          relied upon the independent investigations made by him
          and, to the extent believed by him to be appropriate, his
          representatives, including his own legal, tax and other
          advisors.

                    3.4  Disposition of Shares; Rule 144.  Meyer
          represents and warrants that he has read, understands and
          agrees to the limitations on the transfer of shares
          contained in the Certificates of Designations and this
          Exchange Agreement.  Meyer further represents and
          warrants that he has been informed of Rule 144 under the
          Securities Act, which provides that persons selling
          securities in conformity with Rule 144, if applicable,
          shall not be deemed to be engaged in a distribution of
          securities, and that such securities may be sold without
          registration under the Securities Act.

                    3.5  Not an Employment Agreement.  Meyer
          recognizes that this Agreement does not constitute an
          employment agreement, or an agreement by the Company to
          keep him in its employ for any period of time, or to
          provide him with rights of any nature except as expressly
          provided herein.

                    3.6  Transfer of Outstanding Preferred Shares. 
          Meyer has good and valid title to the Outstanding
          Preferred Shares, free and clear of all pledges, security
          interests, liens, encumbrances, claims, charges, options
          or restrictions of whatever nature, except as otherwise
          provided in the Restated Certificate of Incorporation of
          the Company.  At the Closing, good and valid title to the
          Outstanding Preferred Shares will pass to the Company,
          free and clear of any pledges, security interests, liens,
          encumbrances, claims, charges, options or restrictions of
          whatever nature, except as otherwise provided in the
          Restated Certificate of Incorporation of the Company.

          IV.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                    The Company represents and warrants to Meyer as
          follows:

                    4.1  Authorization.  The Company has all
          requisite corporate power and authority to execute and
          deliver this Agreement and to consummate the transactions
          contemplated hereby.

                    4.2  Binding Nature of Agreement.  This
          Agreement has been duly authorized, executed and
          delivered by the Company and constitutes a valid and
          binding obligation of the Company enforceable against it
          in accordance with its terms.

                    4.3  Issuance of New Preferred Shares.  The New
          Preferred Shares, when issued and delivered in exchange
          for the Outstanding Preferred Shares in accordance with
          the terms hereof, will be duly authorized, validly
          issued, fully paid and nonassessable, and will have the
          voting power and the preferences and relative,
          participating, optional, dividend and other special
          rights, and the qualifications, limitations and
          restrictions, set forth in the applicable Certificate of
          Designations, and, except as set forth in the applicable
          Certificate of Designations, will be free and clear of
          any liabilities, obligations, claims, liens, options,
          proxies, charges and encumbrances of any kind whatsoever.

                    4.4  Financial Condition.  The Company makes no
          representation or warranty with respect to its business
          or financial condition or prospects.  The Company
          undertakes to furnish to Meyer information concerning the
          business, financial affairs and condition of the Company
          on a regular basis.

                    4.5  Resale of the Shares.  The Company shall
          provide Meyer with any information necessary to enable
          Meyer to sell the shares under Rule 144 of the Securities
          Act, if applicable, subject to the restrictions on
          transfer set forth in the Restated Certificate of
          Incorporation of the Company.

                    4.6  Directors.  Following the redemption of
          the Series I Preferred Stock, the Company shall use its
          best efforts to effect the appointment to its Board of
          Directors of person(s) designated by Meyer (or if he is
          mentally disabled or no longer alive, a representative of
          his immediate family members and/or his estate) up to
          that number which represents a percentage (rounded down
          to the nearest whole number) of the total number of
          Directors equal to the percentage reflecting the number
          of shares of capital stock of the Company beneficially
          owned in the aggregate by Meyer and/or his immediate
          family members and/or his estate to the total number of
          outstanding shares of capital stock of the Company,
          provided, however, that so long as Meyer and/or his
          immediate family members and/or his estate own in the
          aggregate over five percent of the total number of
          outstanding shares of capital stock of the Company, Meyer
          and/or his immediate family members and/or his estate
          shall be entitled to so designate at least one member of
          the Board.

          V.  MISCELLANEOUS

                    5.1  Meyer's Put Option.  Except as is
          otherwise provided in this Section 5.1, Meyer shall have
          the Option (the "Put Option") to require the Company to
          repurchase as part of the same transaction in which the
          Company redeems any shares of redeemable preferred stock
          pursuant to the Certificates of Designations referred to
          in Section 1.1 hereof, that number of shares of common
          stock, par value $1 per share ("Common Stock"), that
          number of Series I Shares, that number of the Series II
          Shares, and that number of Series III Shares, of the
          Company which, when viewed as an integrated transaction
          with each such redemption of shares of redeemable
          preferred stock is, in the opinion of counsel to Meyer,
          necessary to assure treatment of each such redemption of
          shares of redeemable preferred stock as a payment in
          exchange for such shares of redeemable preferred stock
          within the meaning of Section 302(a) of the Internal
          Revenue Code of 1986, as amended.  The purchase price per
          share ("Purchase Price") for shares of Common Stock,
          Series I Shares, Series II Shares and Series III Shares
          which the Company shall be obligated to repurchase
          pursuant to this Section 5.1 shall be, respectively, (i)
          the average of the closing bid and asked prices for a
          share of Common Stock on the business day next preceding
          the Redemption Date or Subsequent Redemption Date (both
          as defined in the Certificates of Designations), as the
          case may be, on which the shares of redeemable preferred
          stock are to be redeemed, as such prices are reported by
          the National Association of Securities Dealers Automated
          Quotation System ("NASDAQ"), if the shares of Common
          Stock are quoted thereon, or, if such shares of Common
          Stock are not quoted on NASDAQ, then, as reported by the
          National Quotation Bureau, Inc., (ii) the Redemption
          Price for the Series I Shares as determined in accordance
          with the applicable Certificate of Designations, (iii)
          the Redemption Price for the Series II Shares as
          determined in accordance with the applicable Certificate
          of Designations, and (iv) the Redemption Price for the
          Series III Shares as determined in accordance with the
          applicable Certificate of Designations.

                    If Meyer shall elect to exercise the Put
          Option, he shall, no more than ten nor less than five
          days before a Redemption Date or Subsequent Redemption
          Date, as the case may be, provide the Company with
          written notice specifying the number of shares of Common
          Stock, the number of Series I Shares, the number of
          Series II Shares and the number of Series III Shares
          which the Company is to repurchase.

                    Meyer shall only be entitled to exercise the
          Put Option to the extent that there shall be, on a
          Redemption Date or Subsequent Redemption Date, sufficient
          surplus, profits or other funds of the Company available
          for the payment of the Purchase Price under the General
          Corporation Law of the State of Delaware, and only to the
          extent that the payment of the Purchase Price does not
          violate any term of any agreement to which the Company is
          a party or by which it is bound.

                    5.2  Original Discount.  Meyer and the Company
          agree that the "Original Discount" applicable to the
          Series 1 Shares, Series 2 Shares and Series 3 Shares
          shall be applicable to the Series I Shares, Series II
          Shares and Series III Shares, respectively.

                    5.3  Binding Effect.  This Agreement shall be
          binding upon and inure to the benefit of the parties to
          this Agreement, and their respective successors and
          permitted assigns.  Nothing in this Agreement, express or
          implied, is intended or shall be construed to give any
          person other than the parties to this Agreement or their
          respective successors or permitted assigns any legal or
          equitable right, remedy or claim under or in respect of
          any agreement or any provisions contained herein.

                    5.4  Governing Law.  This Agreement shall be
          governed by, and construed and enforced in accordance
          with, the laws of the State of Delaware, without regard
          to its conflicts of law principles.

                    5.5  Notices.  All notices and other
          communications hereunder shall be deemed to have been
          duly given if delivered personally or sent by registered
          or certified mail (return receipt requested, postage
          prepaid), to the parties at the following addresses (or
          at such other address for a party as shall be specified
          by like notice, provided that notices of a change of
          address shall be effective only upon receipt thereof).

               (a)  If to the Company, to it at:

                    Grey Advertising Inc.
                    777 Third Avenue
                    New York, New York  10017

                    Attn:  Corporate Secretary

                    with a copy to:

                    Skadden, Arps, Slate, Meagher &
                      Flom
                    919 Third Avenue
                    New York, New York  10022
                    Attn:  Mark N. Kaplan, Esq.

               (b)  If to Meyer, to him at:

                    Mr. Edward H. Meyer
                    580 Park Avenue
                    New York, New York  10021

                    with a copy to:

                    Schulte Roth & Zabel
                    900 Third Avenue
                    New York, New York  10022

                    Attn:  Stephen J. Schulte, Esq.

                    5.6  Waiver and Consent.  The waiver by any
          party hereto of a breach of any provision of this
          Agreement shall not operate or be construed as a waiver
          of any preceding or succeeding breach and no failure by
          any party to exercise any right or privilege hereunder
          shall be deemed a waiver of such party's rights or
          privileges hereunder or shall be deemed a waiver of such
          party's rights to exercise the same at any subsequent
          time or times.

                    5.7  Integration.  This Agreement and the
          Exhibits hereto contain the entire understanding of the
          parties with respect to the subject matter hereof and
          supersede all prior agreements and understandings,
          written or oral, of the parties with respect to its
          subject matter.

                    5.8  No Assignment.  Neither this Agreement nor
          the rights or obligations of the parties hereunder may be
          assigned by either party without the prior written
          consent of the other party, except to the extent such
          assignment is in conjunction with a transfer of New
          Preferred Shares permitted under the terms of the
          applicable Certificate of Designations.

                    5.9  Counterparts.  This Agreement may be
          executed in two or more counterparts, each of which shall
          be deemed to be an original and all of which together
          shall be deemed to constitute one and the same agreement.

                    5.10  Promissory Notes.  Section 1 of each of
          the Promissory Notes delivered by Meyer to the Company,
          dated May 20, 1981, May 27, 1982, and June 13, 1983,
          respectively, is hereby revised to read as follows:

                        "Subject to the provisions of Sections
                        2 and 3 hereof, the principal of this
                        Promissory Note shall become due and
                        payable on April 7, 2004."


                    IN WITNESS WHEREOF, the Company and Meyer have
          executed this Agreement as of the date first written
          above.

                                   GREY ADVERTISING INC.

                                   By: /s/ Stephen G. Felsher
                                      Steven G. Felsher
                                      Executive Vice President

                                   /s/ Edward H. Meyer
                                   Mr. Edward H. Meyer