Exhibit 3.1

                                                            Adopted May 28, 1987



                      AMENDED ARTICLES OF INCORPORATION

                                      of

                             THE MEAD CORPORATION


                                  CERTIFICATE

                                      OF

                       AMENDED ARTICLES OF INCORPORATION

                                      OF

                             THE MEAD CORPORATION

                                ______________

     STEVEN C. MASON, President, and GEORGE J. MALY, JR., Secretary, of THE
MEAD CORPORATION, a corporation for profit under the Ohio General Corporation
Law, with its principal office located at Dayton, Montgomery County, Ohio, do
hereby certify that a meeting of the Board of Directors of said Corporation was
duly called and held on the 28th day of May, 1987, at which meeting a quorum of
such Directors was present, and at such meeting there were duly adopted the
resolutions set forth below adopting Amended Articles of Incorporation as
permitted by Section 1701.72(B) of the Ohio Revised Code:

     "Resolved, That the Articles of Incorporation be, and they hereby are,
amended to read as set forth in the following Amended Articles of Incorporation:

                       AMENDED ARTICLES OF INCORPORATION

     FIRST: The name of said corporation is "THE MEAD CORPORATION."

     SECOND: The place in Ohio where the principal office of said corporation is
located is Dayton, Montgomery County.

     THIRD: The purpose or purposes for which it is formed are:

     (a) To produce, mine, quarry, manufacture or otherwise acquire or exploit
and to hold, own, sell or otherwise dispose of, trade in and deal in natural
resources of every kind or character and the by-products or derivatives of such
natural resources.

     (b) To manufacture, purchase or otherwise acquire and to hold, own, sell or
otherwise dispose of, trade in and deal in paper, pulp, paper materials,
paperboard and paper products of every kind and description, plastic and other
paper substitute materials and products of every kind and description, lumber,
plywood, shingles and newsprint.

     (c) To manufacture, purchase, or otherwise acquire and to hold, own, sell
or otherwise dispose of, trade in and deal in looseleaf binders, fillers,
posters and construction paper, social stationery, office products, gift items,
specialty tableware and party items, art materials, institutional aids and
teaching guides, and other educational and consumer products of every kind and
description.

     (d) To manufacture, purchase, or otherwise acquire and to hold, own, sell
or otherwise dispose of, trade in and deal in cement, cement-asbestos, rubber,
plastics, lime, coal, coke, iron, steel, and metals and metal products of every
kind or description.

     (e) To manufacture, purchase, or otherwise acquire and to hold, own, sell
or otherwise dispose of, trade in and deal in drapery and upholstery fabrics,
hardwood veneer and upholstered household and institutional furniture, and other
interior furnishings of every kind and description.


     (f) To engage in applied research, development, product improvement,
evaluation of reconnaissance and intelligence systems, and in general to engage
in and deal with all types of data handling systems, precision optics,
photographic process control and specialized photography of every kind and
description.

     (g) To manufacture, buy, sell and deal in goods, wares and merchandise and
personal property of every kind and description.

     (h) To purchase or otherwise acquire and to hold or maintain, work,
develop, sell, lease, exchange, convey, mortgage, transfer, or in any manner to
dispose of and deal in, within and without the State of Ohio, wherever situated,
lands, leaseholds, and any interest, estate and right in real property, and any
personal or mixed property, including the shares of stock and other securities
of other corporations, and any franchises, rights, licenses, or privileges,
necessary, convenient or appropriate for any of the purposes herein expressed.

     (i) To enter into, make and perform contracts of every kind for any lawful
purpose, with any person, firm, association or corporation, municipality, state
or government, or any political subdivision of any of the same.

     (j) To apply for, purchase, register, or in any manner to acquire and to
hold, own, use, operate and introduce, and to sell, lease, assign, pledge, or in
any manner to dispose of, and in any manner deal with patents, patent rights,
licenses, copyrights, trademarks, trade names, and to acquire, own, use, or in
any manner dispose of, any and all inventions, improvements and processes,
labels, designs, brands, or other rights, and to work, operate or develop the
same, and to carry on any business, manufacturing or otherwise which may
directly or indirectly effectuate these objects or any of them.

     (k) To purchase or otherwise acquire the whole or any part of the property,
assets, business, goodwill and rights, and to undertake and assume the whole or
any part of the liabilities and obligations, of any person, firm, association or
corporation, and to pay for the same in cash or in shares of any class or
series, or in bonds, debentures, notes or other obligations of the Corporation,
or otherwise; to hold or in any manner to dispose of the whole or any part of
the property or assets so acquired, and to conduct the whole or any part of the
business so acquired, and to exercise all the powers necessary or convenient in
and about the conduct, management and carrying on of any such business.

     (l) To do any and all things necessary, convenient or expedient for the
accomplishment of any of the purposes, or the furtherance of any of the powers
hereinbefore set forth, either alone or in association with other corporations,
firms or individuals; and, in general, to carry on any other business not
forbidden by the General Corporation Law of the State of Ohio.

     FOURTH: The maximum number of shares which the Corporation is authorized to
have outstanding is 340,357,040 shares which shall be classified as follows:

          61,500 Cumulative Preferred Shares of the par value of $100 per share
     (hereinafter called "Preferred Shares");

          20,000,000 Voting Cumulative Preferred Shares without par value
     (hereinafter called "Voting Preferred Shares");

          20,000,000 Cumulative Preferred Shares without par value (hereinafter
     called "No Par Preferred Shares");

          295,540 Cumulative Second Preferred Shares of the par value of $50 per
     share (hereinafter called "Second Preferred Shares"):

          300,000,000 Common Shares without par value (hereinafter called
     "Common Shares").

     Section 1. For the purposes of this section and the express terms and
provisions hereinafter set forth:

     I. "Affiliate" shall, as of any date, mean any corporation of which more
than 50%, but less than 90%, of the outstanding shares entitling the holders
thereof to elect a majority of the directors

                                       2


(either at all times or so long as there shall be no default in the payment of
dividends or otherwise in respect of any other class of shares of such
corporation) shall on such date be owned by the Corporation; and "Subsidiary"
shall, as of any date, mean any corporation of which 90% or more of such
outstanding voting shares shall on such date be owned by the Corporation.

     II.   "Funded Indebtedness" shall mean any indebtedness which by its terms
or at the option of the debtor will mature more than 12 months from the date as
of which the computation is made.

     III.  "Consolidated Funded Indebtedness" shall mean the aggregate of all
Funded Indebtedness (other than any owned by the Corporation or any Subsidiary)
created, issued, re-issued, assumed or guaranteed by the Corporation or by any
Subsidiary, or secured by lien or charge on, or pledge of any property of, the
Corporation or a Subsidiary; subject, however, to subsection VII of this Section
1.

     IV.   "Consolidated Net Earnings" shall mean the aggregate net earnings of
the Corporation and its Subsidiaries, determined as provided in subsection VIII
of this Section 1, before deductions for interest charges on Consolidated Funded
Indebtedness, for outstanding stock interests in Subsidiaries not owned by the
Corporation or other Subsidiaries, and for taxes on income, with due allowance
for any losses sustained.

     V.    "Consolidated Net Income" shall mean Consolidated Net Earnings, after
deductions for all taxes on income, for interest charges on Consolidated Funded
Indebtedness, and for such portion of Consolidated Net Income as shall be
applicable to stock interests in Subsidiaries not owned by the Corporation or
other Subsidiaries; all determined as provided in subsection VIII of this
Section 1. Except as otherwise hereinafter specified, deductions for the
aforesaid interest charges and portion of Consolidated Net Income applicable to
stock interests in Subsidiaries not owned by the Corporation or other
Subsidiaries shall be based, respectively, upon interest actually paid or
accrued during the period in question and upon stock outstanding during such
period.

     VI.   "Consolidated Net Assets" shall mean the excess of all assets of the
Corporation and its Subsidiaries (excluding organization expenses, unamortized
bond discount and expense, patents, trademarks, copyrights, trade names, good
will, and other like intangibles) over the sum of current liabilities and
reserves of the Corporation and its Subsidiaries (other than reserves deducted
from assets or included in current liabilities, reserves for contingencies the
expenditures chargeable to which are within the control of the Corporation or a
Subsidiary, and the amount of self-insurance reserves in excess of current
claims), all as shown by a consolidated balance sheet of the Corporation and its
Subsidiaries, as of a date within 90 days of the consummation of the transaction
with respect to which the computation of Consolidated Net Assets is made,
prepared in accordance with generally accepted accounting principles, with
appropriate adjustments for (a) the estimated anticipated results of normal
operations between such date and the date of consummation of such transaction,
and (b) all transactions occurring during such period out of the course of
normal operations.

     VII.  In any computation of Consolidated Funded Indebtedness or
Consolidated Net Assets, there shall be excluded (a) all obligations with
respect to which an amount sufficient to discharge the same in full shall have
been deposited, in trust for the payment thereof, and (b) all moneys so
deposited for the payment of such obligations or deposited, in trust, for the
retirement of shares of stock.

     VIII. In any computation of Consolidated Net Income or Consolidated Net
Earnings (a) all inter-company items shall be eliminated, (b) no deduction shall
be made from earnings for any costs or changes incident to the redemption after
June 1, 1946, of shares of Cumulative Preferred Stock of the Corporation
outstanding on said date, and (c) such computation shall be made in accordance
with generally accepted accounting principles and, when required to be made up
to the date of consummation of a proposed transaction, may be made as of a
period ending not earlier than 90 days prior to

                                       3


the consummation of such transaction, but in any such case such computation
shall be adjusted by taking into consideration the estimated anticipated results
from operations from the close of the period as of which such computation shall
have been made up to the date of consummation of such proposed transaction.

     SECTION 2. The express terms and provisions of the Preferred Shares are as
follows:

     I.   Preferred Shares may be issued in series from time to time. Within the
limitations and restrictions set forth in this Article FOURTH, the Board of
Directors is expressly authorized, at one time or from time to time, to adopt
amendments to the Articles of Incorporation in respect of any authorized and
unissued Preferred Shares to fix or alter the division of such shares into
series, the designation and number of shares of each series, the dividend rates,
redemption rights, redemption prices, liquidation prices, sinking fund
requirements, conversion rights, and restrictions on issuance of shares of the
same series or of any other class or series. The express terms and provisions of
Preferred Shares of different series shall be identical except that there may be
variations in respect of any or all of the particulars hereinbefore set forth in
this subsection I. In case the stated dividends or the amounts payable on
dissolution, liquidation, or sale of assets of the Corporation are not paid in
full, all Preferred Shares of all series shall participate ratably in the
payment of dividends, including accumulations, if any, in proportion to the sums
which would be payable thereon if all dividends thereon were paid in full, and,
in any distribution of assets other than by way of dividends, in proportion to
the sums which would be payable on such distribution if all sums payable thereon
to holders of Preferred Shares were discharged in full.

     II.  The holders of Preferred Shares shall be entitled to receive when and
as declared out of the surplus of the Corporation, subject to any limitations
prescribed by statute, cash dividends at the respective rates fixed as aforesaid
by the Board of Directors for the shares of the several series of Preferred
Shares, and no more. Dividends on the Preferred Shares shall be payable
quarterly on the first days of March, June, September and December in each year.
Dividends on each Preferred Share shall be cumulative from the first day of the
dividend period in which such share is issued, except that if any share is
issued after the record date fixed for determining the holders of Preferred
Shares of such series entitled to the dividend for such period, dividends on
such share shall be cumulative from the first day of the dividend period next
following the date of issuance of such share, and except that dividends on any
share of a particular series issued prior to the first dividend payment date for
shares of such series shall be cumulative from such date as shall be fixed by
the Board of Directors prior to the issuance thereof, but not earlier than the
beginning of the current dividend period.

     The Preferred Shares shall rank pari passu with the Voting Preferred Shares
and the No Par Preferred Shares with respect to the payment of dividends.
Subject to the provisions of this Article FOURTH, the holders of all shares
ranking junior to the Preferred Shares with respect to the payment of dividends
shall be entitled to receive such dividends as may from time to time be declared
thereon by the Board of Directors.

     III. Except as may be otherwise expressly provided in this Article FOURTH,
the Corporation shall have the right to redeem the Preferred Shares of any one
or more series at any time, either in whole or in such portions, as, from time
to time, the Board of Directors may determine, upon the payment to the
respective holders thereof of the "General Redemption Price" thereof. The
General Redemption Price for shares of each series shall be an amount equal to
the sum of (a) the redemption price fixed by the Board of Directors for the
shares of such series prior to the initial issuance of the first shares of such
series; and (b) an amount equivalent to all accumulated and unpaid dividends on
the shares to be redeemed to the date fixed for redemption (hereinafter referred
to as the "Redemption Date"), whether or not such dividends shall have been
earned or declared. In lieu of such payment the Corporation may deposit the
General Redemption Price of the shares to be redeemed on or prior to the
Redemption Date, with such responsible bank or trust company or bank and trust
company in the Borough of

                                       4


Manhattan, in the City of New York, State of New York, having a capital and
surplus of not less than $5,000,000, as may be designated by the Board of
Directors, in trust, for payment on or after the date of such deposit (without
awaiting the Redemption Date) to the holders of the Preferred Shares then to be
redeemed. If less than the whole amount of outstanding Preferred Shares of any
particular series shall be redeemed at any time, the shares thereof to be
redeemed shall be selected by lot.

     Notice of any such redemption, in whole or in part, and of any such deposit
made or to be made of such General Redemption Price, shall be mailed to each
holder of Preferred Shares so to be redeemed, at his address registered with the
Corporation, not less than thirty days prior to the Redemption Date, and, if
less than all of the said shares owned by such shareholder are to be redeemed,
the notice shall specify the number of shares thereof which are to be redeemed.
Such notice having been so given, or irrevocable written authority to the
depositary having been given at the time of making the deposit provided for
herein forthwith to give such notice, all rights of the respective holders of
the said shares as shareholders of the Corporation by reason of the ownership of
such shares, except the right to receive the General Redemption Price of such
shares upon presentation and surrender of their respective certificates
representing the said shares, shall cease from and after the Redemption Date
(unless default shall be made by the Corporation in providing moneys for the
payment of the General Redemption Price), or, if the General Redemption Price
shall have been deposited on or prior to the Redemption Date as above permitted,
from and after the date of such deposit; provided, however, that in lieu of the
right to receive the General Redemption Price, any rights of conversion or
exchange may be exercised up to the close of business on the Redemption Date. If
after such deposit any Preferred Shares so called shall be converted or
exchanged, the amount theretofore deposited with the depositary for the
redemption thereof shall forthwith be paid over by it to the Corporation. Any
other moneys so deposited which shall remain unclaimed by the holders of
Preferred Shares so called for redemption at the end of two years after the
Redemption Date shall be paid by such depositary to the Corporation, after which
the holders of such Preferred Shares shall look only to the Corporation for
payment of the General Redemption Price thereof, without interest.

     IV. Upon the dissolution, liquidation or sale of all or substantially all
the assets of the Corporation, the holders of Preferred Shares shall be entitled
to receive the following sums, before any payment shall be made to any other
class of shares ranking junior to the Preferred Shares with respect to payment
upon dissolution, liquidation or sale of assets:

            (a) in case of any involuntary dissolution or liquidation or forced
     sale of all or substantially all the assets of the Corporation, each
     Preferred Share of each series shall be entitled to receive the sum of
     $100, together with a sum, whether or not earned or declared, equivalent to
     all accumulated and unpaid dividends thereon to the date of such payment;
     or

            (b) in case of any voluntary dissolution or liquidation or voluntary
     sale of all or substantially all the assets of the Corporation, each
     Preferred Share of each series shall be entitled to receive the amount
     fixed for such contingency by the Board of Directors for the shares of such
     series prior to the initial issuance of the first shares of such series,
     together with a sum, whether or not earned or declared, equivalent to all
     accumulated and unpaid dividends thereon to the date of such payment.

The Preferred Shares shall rank pari passu with the Voting Preferred Shares and
the No Par Preferred Shares with respect to payment upon dissolution,
liquidation, or sale of assets. After all sums payable on the Preferred Shares
as herein provided upon a particular contingency shall have been paid in full,
but not prior thereto, the other classes of shares ranking junior to the
Preferred Shares with respect to payment upon dissolution, liquidation, or sale
of assets shall be entitled to payment of all other sums then distributable,
subject to the respective terms and provisions (if any) applying to such class
or classes of shares, respectively. For the purposes of this subsection IV, a
consolidation or merger of the Corporation with or into any other corporation,
or a consolidation or merger of any other corporation with or into the
Corporation shall not be deemed a dissolution, liquidation, or sale of assets.

                                       5


     V. Except as herein or by law expressly provided to the contrary, the
holders of Preferred Shares shall have no right as such holders to vote at or
participate in any meeting of shareholders of the Corporation or to receive any
notice of any such meeting. If, however, dividends on any of the Preferred
Shares shall be in arrears in an amount equal to the annual dividends thereon,
the holders of all of the Preferred Shares shall be entitled to vote at all
meetings of shareholders of the Corporation and to receive notice of all such
meetings. Such voting rights of the holders of Preferred Shares shall continue
until all accumulated and unpaid dividends on all Preferred Shares shall have
been paid, whereupon all such voting rights shall cease, subject to being
revived from time to time upon the reoccurrence of the conditions above
described as giving rise thereto.

     At any meeting at which the holders of the Preferred Shares shall be
entitled to vote, each vote cast pursuant to the provisions of this subsection V
on behalf of the holder of a Preferred Share shall be counted as such number of
votes as shall equal the quotient derived from dividing the number of Preferred
Shares of all series then outstanding into the total number of votes to which at
such time all outstanding shares ranking junior to the Preferred Shares with
respect to the payment of dividends or distributions in liquidation may be
collectively entitled, except that so long as any Second Preferred Shares shall
be outstanding, the number of votes to which each Preferred Share shall be
entitled shall be one-half the number of votes to which each Preferred Share
would be entitled under the above provisions. For the purposes of the above
computation, shares held by the Corporation or by any Subsidiary or Affiliate
shall not be deemed to be outstanding, and such shares shall have no right
whatsoever to vote at or to receive notice of any meeting other than such rights
as may be expressly granted by law.

      VI. So long as any of the Preferred Shares shall remain outstanding, no
dividend (other than dividends payable in shares ranking junior to the Preferred
Shares with respect to the payment of dividends and distributions in
liquidation) shall be paid, nor shall any distribution (by purchase, redemption,
payment to any sinking fund, or otherwise) be made, on any shares ranking junior
to the Preferred Shares with respect to the payment of dividends or
distributions in liquidation, unless:

          (a) all dividends on all outstanding Preferred Shares, Voting
     Preferred Shares and No Par Preferred Shares shall have been paid, and full
     dividends thereon for the then current quarterly dividend period shall have
     been declared and a sum sufficient for the payment thereof set apart
     therefor;

          (b) the Corporation shall not be in arrears in respect of any sinking
     fund obligation in respect of any series of Preferred Shares, Voting
     Preferred Shares, or No Par Preferred Shares;

          (c) after giving effect to the payment of the proposed dividend or
     distribution, the aggregate of all such dividends and distributions paid,
     subsequent to December 29, 1945, shall not exceed the sum of (i)
     Consolidated Net Income earned after said date less the aggregate of all
     dividends paid on the Preferred Shares, Voting Preferred Shares and No Par
     Preferred Shares, all sinking fund payments with respect thereto, and all
     amounts credited against such payments for the voluntary purchase or
     redemption of Preferred Shares, Voting Preferred Shares or No Par Preferred
     Shares, (ii) the net proceeds of the sale subsequent to September 1, 1946,
     of shares ranking junior to the Preferred Shares with respect to the
     payment of dividends and distributions in liquidation, (iii) the principal
     amount of indebtedness converted, subsequent to April 1, 1967, and the
     stated capital of shares ranking equal with or prior to the Preferred
     Shares with respect to the payment of dividends and distributions in
     liquidation converted, subsequent to April 1, 1967, into shares ranking
     junior to the Preferred Shares with respect to the payment of dividends and
     distributions in liquidation, and (iv) $l,000,000; and

          (d) if such dividend or distribution be on the Common Shares, after
     giving effect to the payment of the proposed dividend or distribution,
     Consolidated Net Assets shall be at least 175% of the sum of (i)
     Consolidated Funded Indebtedness, (ii) the aggregate par value of (and/or,
     in the case of shares without par value, stated capital applicable to) the
     outstanding Preferred Shares

                                       6


     of all series and all other outstanding shares of the Corporation ranking
     equally with or prior to the Preferred Shares with respect to the payment
     of dividends or distributions in liquidation, including shares owned by the
     Corporation, and (iii) capital and surplus of Subsidiaries applicable to or
     represented by shares owned by others than the Corporation or its
     Subsidiaries.

The purchase or other acquisition by a Subsidiary or Affiliate of shares of the
Corporation shall be deemed a purchase or acquisition of such shares by the
Corporation within the meaning of this subsection VI.

     VII. Without the affirmative vote at a meeting, or the written consent
with or without a meeting, of the holders of at least two-thirds of the
Preferred Shares at the time outstanding, as a class, the Corporation shall not:

          (a) increase the number of authorized Preferred Shares to an amount
     in excess of 100,000;

          (b) increase the number of authorized Voting Preferred Shares to an
     amount in excess of 20,000,000;

          (c) increase the number of authorized No Par Preferred Shares to an
     amount in excess of 20,000,000;

          (d) authorize or issue any shares other than Preferred Shares, Voting
     Preferred Shares, No Par Preferred Shares or shares ranking junior to the
     Preferred Shares with respect to the payment of dividends and distributions
     in liquidation;

          (e) adopt or effect any amendment to its Articles of Incorporation
     which would be substantially prejudicial to the holders of Preferred
     Shares; provided, however, that if such amendment would be substantially
     prejudicial to the holders of Preferred Shares of one or more series, but
     less than all of the several series of Preferred Shares, or would unequally
     affect two or more series in a substantially prejudicial manner, the
     affirmative vote at a meeting, or the written consent with or without a
     meeting, of the holders of at least two-thirds of the shares of each series
     so affected at the time outstanding, voting as a sub-class, shall be
     required in addition to the said vote or written consent of the holders of
     at least two-thirds of the Preferred Shares of all series at the time
     outstanding, voting as a class; and provided, further, that any such
     amendment, when effected upon such vote or consent, shall not confer upon
     dissenting holders of Preferred Shares any right to payment for their
     shares;

          (f) sell, convey, lease or otherwise part with all or substantially
     all of its assets, property or business, or consolidate or merge with or
     into any other corporation, or merge any other corporation into itself;
     provided, however, that this restriction shall not apply to a consolidation
     or merger to which the Corporation is a party if none of the rights or
     preferences of the Preferred Shares shall be adversely affected thereby; or

          (g) give any guarantee or similar obligation for the payment of any
     share or dividend by any other corporation or person; provided, however,
     that this restriction shall not apply to any guarantee or similar
     obligation for the payment of any share or dividend by any corporation
     which at the time the guarantee or similar obligation is given is a
     Subsidiary.

For the purpose of determining whether such affirmative vote or written consent
required by this subsection VII has been obtained, Preferred Shares held by the
Corporation or by any Subsidiary or Affiliate shall not be deemed to be
outstanding or entitled to participate in any such vote or consent.

     VIII. So long as any dividend on any Preferred Shares shall be in arrears
and unpaid, the Corporation shall not redeem any Preferred Shares (unless all
outstanding Preferred Shares shall be redeemed) or purchase any Preferred
Shares, or permit any Subsidiary or Affiliate to make any such purchase, unless
such redemption or purchase shall be accomplished not earlier than 30 days and
not later than 90

                                       7


days after the mailing of a written purchase offer to each holder of record of
Preferred Shares at the address of such shareholder registered with the
Corporation. Any such purchase offer shall be made upon terms that will result
in holders of Preferred Shares of the several series being offered prices in
proportion to the several dividend rates applicable thereto.

      IX. Preferred Shares acquired by the Corporation through the exercise by
the holders thereof of any conversion privilege shall not be re-issued except as
hereinafter provided. Such shares and any other Preferred Shares acquired by the
Corporation otherwise than through the operation of any sinking fund and not
used to reduce the amount of any sinking fund instalment shall, upon compliance
with such provisions of law relating to the retirement of shares as may be
applicable, have the status of authorized and unissued Preferred Shares which
are unclassified into any series. Preferred Shares acquired by the Corporation
through the operation of any sinking fund or which have been used to reduce the
amount of any sinking fund instalment shall be cancelled and not re-issued, and
the Corporation shall from time to time take appropriate corporate action to
reduce the authorized number of Preferred Shares accordingly.

      X.  No holder of Preferred Shares of any series shall, as such holder,
have any preemptive rights in, or preemptive rights to purchase or subscribe to,
any shares of the Corporation, or any bonds, debentures, or other securities
convertible into any shares of the Corporation, other than such rights of
conversion or exchange as shall be expressly granted by the Board of Directors
prior to the initial issuance of the first shares of the series of which such
Preferred Shares shall constitute a part; and, except as aforesaid, each and
every holder of Preferred Shares, by accepting the same, thereby waives and
releases any and all preemptive rights which he might otherwise have to purchase
any shares which may at any time be issued by the Corporation.

      SECTION 3. The express terms and provisions of the Voting Preferred Shares
are as follows:

      I.  Voting Preferred Shares may be issued in series from time to time.
Within the limitations and restrictions set forth in this Article FOURTH, the
Board of Directors is expressly authorized, at one time or from time to time, to
adopt amendments to the Articles of Incorporation in respect of any authorized
and unissued Voting Preferred Shares to fix or alter the division of such shares
into series, the designation and number of shares of each series, the dividend
rates, redemption rights, redemption prices, liquidation prices, sinking fund
requirements, conversion rights, and restrictions on issuance of shares of the
same series or of any other class or series. Voting Preferred Shares may, if
authorized by such amendments to the Articles of Incorporation, be convertible
at the option of the holder thereof into full paid and nonassessable Common
Shares of the Corporation during such period or periods at such rate or rates
(which rate or rates of some or all series may be determinable in whole or in
part by the payment of money to the Corporation by the holder exercising the
option to convert), as may be determined by such amendments. The express terms
and provisions of Voting Preferred Shares of different series shall be identical
except that there may be variations in respect of any or all of the particulars
hereinbefore set forth in this subsection I. In case the stated dividends or the
amounts payable on dissolution, liquidation, or sale of assets of the
Corporation are not paid in full, all Voting Preferred Shares of all series
shall participate ratably in the payment of dividends, including accumulations,
if any, in proportion to the sums which would be payable thereon if all
dividends thereon were paid in full, and, in any distribution of assets other
than by way of dividends, in proportion to the sums which would be payable on
such distribution if all sums payable thereon to holders of Voting Preferred
Shares were discharged in full.

      II. The holders of Voting Preferred Shares shall be entitled to receive
when and as declared out of the surplus of the Corporation, subject to any
limitations prescribed by statute, cash dividends at the respective rates fixed
as aforesaid by the Board of Directors for the shares of the several series of
Voting Preferred Shares, and no more. Dividends on the Voting Preferred Shares
shall be payable quarterly on the first days of March, June, September and
December in each year. Dividends on each

                                       8


Voting Preferred Share shall be cumulative from the first day of the dividend
period in which such share is issued, except that if any share is issued after
the record date fixed for determining the holders of Voting Preferred Shares of
such series entitled to the dividend for such period, dividends on such share
shall be cumulative from the first day of the dividend period next following the
date of issuance of such share, and except that dividends on any share of a
particular series issued prior to the first dividend payment date for shares of
such series shall be cumulative from such date as shall be fixed by the Board of
Directors prior to the issuance thereof, but not earlier than the beginning of
the current dividend period.

      The Voting Preferred Shares shall rank pari passu with the Preferred
Shares and the No Par Preferred Shares with respect to the payment of dividends.
Subject to the provisions of this Article FOURTH, the holders of all shares
ranking junior to the Voting Preferred Shares with respect to the payment of
dividends shall be entitled to receive such dividends as may from time to time
be declared thereon by the Board of Directors.

      III. Except as may be otherwise expressly provided in this Article FOURTH,
the Corporation shall have the right to redeem the Voting Preferred Shares of
any one or more series at any time, either in whole or in such portions, as,
from time to time, the Board of Directors may determine, upon the payment to the
respective holders thereof of the "General Redemption Price" thereof. The
General Redemption Price for shares of each series shall be an amount equal to
the sum of (a) the redemption price fixed by the Board of Directors for the
shares of such series prior to the initial issuance of the first shares of such
series; and (b) an amount equivalent to all accumulated and unpaid dividends on
the shares to be redeemed to the date fixed for redemption (hereinafter referred
to as the "Redemption Date"), whether or not such dividends shall have been
earned or declared. In lieu of such payment the Corporation may deposit the
General Redemption Price of the shares to be redeemed on or prior to the
Redemption Date, with such responsible bank or trust company or bank and trust
company in the Borough of Manhattan, in the City of New York, State of New York,
having a capital and surplus of not less than $5,000,000, as may be designated
by the Board of Directors, in trust, for payment on or after the date of such
deposit (without awaiting the Redemption Date) to the holders of the Voting
Preferred Shares then to be redeemed. If less than the whole amount of
outstanding Voting Preferred Shares of any particular series shall be redeemed
at any time, the shares thereof to be redeemed shall be selected by lot.

      Notice of any such redemption, in whole or in part, and of any such
deposit made or to be made of such General Redemption Price, shall be mailed to
each holder of Voting Preferred Shares so to be redeemed, at his address
registered with the Corporation, not less than thirty days prior to the
Redemption Date, and, if less than all of the said shares owned by such
shareholder are to be redeemed, the notice shall specify the number of shares
thereof which are to be redeemed. Such notice having been so given, or
irrevocable written authority to the depositary having been given at the time of
making the deposit provided for herein forthwith to give such notice, all rights
of the respective holders of the said shares as shareholders of the Corporation
by reason of the ownership of such shares, except the right to receive the
General Redemption Price of such shares upon presentation and surrender of their
respective certificates representing the said shares, shall cease from and after
the Redemption Date (unless default shall be made by the Corporation in
providing moneys for the payment of the General Redemption Price), or, if the
General Redemption Price shall have been deposited on or prior to the Redemption
Date as above permitted, from and after the date of such deposit; provided,
however, that in lieu of the right to receive the General Redemption Price, any
rights of conversion or exchange may be exercised up to the close of business on
the Redemption Date. If after such deposit any Voting Preferred Shares so called
shall be so converted or exchanged, the amount theretofore deposited with the
depositary for the redemption thereof shall forthwith be paid over by it to the
Corporation. Any other moneys so deposited which shall remain unclaimed by the
holders of Voting Preferred Shares so called for redemption at the end of two
years after the Redemption Date shall be paid by such depositary to the
Corporation, after which the holders of such Voting Preferred Shares shall look
only to the Corporation for payment of the General Redemption Price thereof,
without interest.

                                       9



      IV. Upon the dissolution, liquidation or sale of all or substantially all
of the assets of the Corporation, the holders of Voting Preferred Shares shall
be entitled to receive the following sums, before any payment shall be made to
any other class of shares ranking junior to the Voting Preferred Shares with
respect to payment upon dissolution, liquidation or sale of assets:

          (a)  in case of any involuntary dissolution or liquidation or forced
      sale of all or substantially all the assets of the Corporation, each
      Voting Preferred Shares of each series shall be entitled to receive the
      amount fixed for such contingency by the Board of Directors for the shares
      of such series prior to the initial issuance of the first shares of such
      series, together with a sum, whether or not earned or declared, equivalent
      to all accumulated and unpaid dividends thereon to the date of such
      payment; or

          (b)  in case of any voluntary dissolution or liquidation or voluntary
      sale of all or substantially all the assets of the Corporation, each
      Voting Preferred Share of each series shall be entitled to receive the
      amount fixed for such contingency by the Board of Directors for the shares
      of such series prior to the initial issuance of the first shares of such
      series, together with a sum, whether or not earned or declared, equivalent
      to all accumulated and unpaid dividends thereon to the date of such
      payment.

The Voting Preferred Shares shall rank pari passu with the Preferred Shares and
the No Par Preferred Shares with respect to payment upon dissolution,
liquidation, or sale of assets. After all sums payable on the Voting Preferred
Shares as herein provided upon a particular contingency shall have been paid in
full, but not prior thereto, the other classes of shares ranking junior to the
Voting Preferred Shares with respect to payment upon dissolution, liquidation,
or sale of assets shall be entitled to payment of all other sums then
distributable, subject to the respective terms and provisions (if any) applying
to such class or classes of shares, respectively. For the purposes of this
subsection IV, a consolidation or merger of the Corporation with or into any
other corporation, or a consolidation or merger of any other corporation with or
into the Corporation shall not be deemed a dissolution, liquidation, or sale of
assets.

      V. The holders of Voting Preferred Shares shall be entitled to one vote
for each Voting Preferred Share held by them respectively. In addition to such
general voting rights, the holders of Voting Preferred Shares shall have the
following voting rights. If dividends on any of the Voting Preferred Shares
shall be in arrears in an amount equal to 150% of the annual dividends thereon,
the holders of the Voting Preferred Shares shall have the special right, voting
as a class, to elect the number of directors hereinafter provided. The remaining
directors shall be elected by the other class or classes (Preferred Shares, No
Par Preferred Shares, Second Preferred Shares and/or Common Shares) entitled to
vote therefor. The holders of Voting Preferred Shares shall have the right to
elect that number of directors which bears the same proportion to the number of
directors constituting the entire board of directors as the outstanding Voting
Preferred Shares bears to the total of the outstanding Common Shares and Voting
Preferred Shares, or in any event a minimum number of two directors. From and
after the election of directors by the holders of Voting Preferred Shares, as
aforesaid, and so long as one or more directors so elected continue to hold
office, the holders of such Voting Preferred Shares shall not be entitled to
exercise their general voting rights with respect to the election of the other
directors. If, however, the holders of such Voting Preferred Shares do not
exercise their rights to elect directors, voting as a class, they shall continue
to be entitled to exercise their general voting rights with respect to the
election of directors.

      Whenever the special voting right of the holders of Voting Preferred
Shares shall have vested, such special right may be exercised initially either
at a special meeting of such holders, called as hereinafter provided, or at any
annual meeting of shareholders held for the purpose of electing directors, and
thereafter at such annual meetings. The special right of the holders of the
Voting Preferred Shares, voting as a class, to elect directors as provided
herein, shall continue until such time as all dividends accumulated on the
Voting Preferred Shares shall have been paid in full, at which time the right of
the holders of

                                      10


Voting Preferred Shares to exercise such special voting right shall terminate,
subject to revesting in the event of each and every subsequent default of the
character above-mentioned.

      At any time when the special voting right shall have vested in the holders
of the Voting Preferred Shares as herein provided, and if such right shall not
already have been initially exercised, the Secretary of the Corporation shall,
upon the written request of the holders of record of at least 10% in amount of
the Voting Preferred Shares then outstanding, call a special meeting of the
holders of the Voting Preferred Shares for the purpose of exercising their
special voting right. Such meeting shall be held at the earliest practicable
date upon the notice required for annual meetings of shareholders.
Notwithstanding the provisions of this paragraph, no such special meeting shall
be called during a period within 60 days immediately preceding the date fixed
for the next annual meeting of shareholders.

      At any meeting held for that purpose of electing directors at which the
holders of the Voting Preferred Shares shall have the special voting right, as a
class, to elect directors as provided herein, the presence in person or by proxy
of the holders of 33 1/3% of the then outstanding Voting Preferred Shares shall
be required and be sufficient to constitute a quorum for the exercise of such
special voting right. At such meeting or adjournment thereof, (a) the absence of
a quorum of the Voting Preferred Shares shall not prevent the election of the
directors to be elected by the holders of the other class or classes entitled to
vote therefor, and the absence of a quorum of such other class or classes shall
not prevent the election of the directors to be elected by the special voting
right of the holders of the Voting Preferred Shares, and (b) in the absence of a
quorum of any class entitled to vote for the election of directors, a majority
of the holders present in person or by proxy of such class shall have the power
to adjourn the meeting for the exercise of the voting rights of such class, from
time to time, without notice other than adjournment at the meeting, until a
quorum shall be present.

      The term of office of all directors in office at any time when special
voting power shall, as aforesaid, be vested in the holders of the Voting
Preferred Shares, shall terminate upon the election of any directors at any
meeting of shareholders held for the purpose of electing directors. Upon any
termination of the special voting right of the holders of Voting Preferred
Shares provided herein, the term of office of al1 directors then in office shall
terminate upon the election of directors at a meeting of the holders of the
other class or classes then entitled to vote, which meeting may be held at any
time after such termination of the special voting right of the holders of the
Voting Preferred Shares, upon notice as above provided, and shall be called by
the Secretary of the Corporation upon written request of the holders of record
of 10% of the aggregate number of outstanding shares of such other class or
classes then entitled to vote for directors.

      VI. So long as any of the Voting Preferred Shares shall remain
outstanding, no dividend (other than dividends payable in shares ranking junior
to the Voting Preferred Shares with respect to the payment of dividends and
distributions in liquidation) shall be paid, nor shall any distribution (by
purchase, redemption, payment to any sinking fund, or otherwise) be made, on any
shares ranking junior to the Voting Preferred Shares with respect to the payment
of dividends or distributions in liquidation unless:

          (a) all dividends on all outstanding Preferred Shares, Voting
       Preferred Shares and No Par Preferred Shares shall have been paid, and
       full dividends thereon for the then current quarterly dividend period
       shall have been declared and a sum sufficient for the payment thereof set
       apart therefor;

          (b) the Corporation shall not be in arrears in respect of any sinking
       fund obligation in respect of any series of Preferred Shares, Voting
       Preferred Shares or No Par Preferred Shares;

          (c) after giving effect to the payment of the proposed dividend or
       distribution, the aggregate of all such dividends and distributions paid,
       subsequent to December 31, 1965, shall not exceed the sum of (i)
       Consolidated Net Income earned after said date less the aggregate of all
       dividends paid on the Preferred Shares, Voting Preferred Shares and No
       Par Preferred Shares, all sinking fund payments with respect thereto, and
       all amounts credited against such payments

                                      11


       for the voluntary purchase or redemption of Preferred Shares, Voting
       Preferred Shares or No Par Preferred Shares, (ii) the net proceeds of the
       sale subsequent to September 1, 1966, of shares ranking junior to the
       Voting Preferred Shares with respect to the payment of dividends and
       distributions in liquidation, (iii) the principal amount of indebtedness
       converted, subsequent to April 1, 1967, and the stated capital of shares
       ranking equal with or prior to the Voting Preferred Shares with respect
       to the payment of dividends and distributions in liquidation converted,
       subsequent to April 1, 1967, into shares ranking junior to the Voting
       Preferred Shares with respect to the payment of dividends and
       distributions in liquidation, and (iv) $32,000,000; and

            (d) if such dividend or distribution be on the Common Shares, after
       giving effect to the payment of the proposed dividend or distribution,
       Consolidated Net Assets shall be at least 175% of the sum of (i)
       Consolidated Funded Indebtedness, (ii) the aggregate par value of
       (and/or, in the case of shares without par value, stated capital
       applicable to) the outstanding Voting Preferred Shares of all series and
       all other outstanding shares of the Corporation ranking equally with or
       prior to the Voting Preferred Shares with respect to the payment of
       dividends or distributions in liquidation, including shares owned by the
       Corporation, and (iii) capital and surplus of Subsidiaries applicable to
       or represented by shares owned by others than the Corporation or its
       Subsidiaries.

The purchase or other acquisition by a Subsidiary or Affiliate of shares of the
Corporation shall be deemed a purchase or acquisition of such shares by the
Corporation within the meaning of this subsection VI.

       VII. Without the affirmative vote at a meeting, or the written consent
with or without a meeting, of the holders of at least two-thirds of the Voting
Preferred Shares at the time outstanding, as a class, the Corporation shall not:

            (a) increase the number of authorized Preferred Shares to an amount
       in excess of 100,000;

            (b) increase the number of authorized Voting Preferred Shares to an
       amount in excess of 20,000,000;

            (c) increase the number of authorized No Par Preferred Shares to an
       amount in excess of 20,000,000;

            (d) authorize or issue any shares other than Preferred Shares,
       Voting Preferred Shares, No Par Preferred Shares or shares ranking
       junior to the Voting Preferred Shares with respect to the payment of
       dividends and distributions in liquidation;

            (e) adopt or effect any amendment to its Articles of Incorporation
       which would be substantially prejudicial to the holders of Voting
       Preferred Shares; provided, however, that if such amendment would be
       substantially prejudicial to the holders of Voting Preferred Shares of
       one or more series, but less than all of the several series of Voting
       Preferred Shares, or would unequally affect two or more series in a
       substantially prejudicial manner, the affirmative vote at a meeting, or
       the written consent with or without a meeting, of the holders of at
       least two-thirds of the shares of each series so affected at the time
       outstanding, voting as a sub-class, shall be required in addition to
       the said vote or written consent of the holders of at least two-thirds
       of the Voting Preferred Shares of all series at the time outstanding,
       voting as a class; and provided, further, that any such amendment, when
       effected upon such vote or consent, shall not confer upon dissenting
       holders of Voting Preferred Shares any right to payment for their
       shares;

            (f) sell, convey, lease or otherwise part with all or substantially
       all of its assets, property or business, or consolidate or merge with
       or into any other corporation, or merge any other corporation into
       itself; provided, however, that this restriction shall not apply to a
       consolidation or merger to which the Corporation is a party if none of
       the rights or preferences of the Voting Preferred Shares shall be
       adversely affected thereby; or

                                      12


            (g) give any guarantee or similar obligation for the payment of any
         share or dividend by any other corporation or person; provided,
         however, that this restriction shall not apply to any guarantee or
         similar obligation for the payment of any share or dividend by any
         corporation which at the time the guarantee or similar obligation is
         given is a Subsidiary.

For the purpose of determining whether such affirmative vote or written consent
required by this subsection VII has been obtained, Voting Preferred Shares held
by the Corporation or by any Subsidiary or Affiliate shall not be deemed to be
outstanding or entitled to participate in any such vote or consent.

      VIII. So long as any dividend on any Voting Preferred Shares shall be in
arrears and unpaid, the Corporation shall not redeem any Voting Preferred Shares
(unless all outstanding Voting Preferred Shares shall be redeemed) or purchase
any Voting Preferred Shares, or permit any Subsidiary or Affiliate to make any
such purchase, unless such redemption or purchase shall be accomplished not
earlier than 30 days and not later than 90 days after the mailing of a written
purchase offer to each holder of record of Voting Preferred Shares at the
address of such shareholder registered with the Corporation. Any such purchase
offer shall be made upon terms that will result in holders of Voting Preferred
Shares of the several series being offered prices in proportion to the several
dividend rates applicable thereto.

      IX.   Voting Preferred Shares acquired by the Corporation through the
exercise by the holders thereof of any conversion privilege shall not be re-
issued except as hereinafter provided. Such shares and any other Voting
Preferred Shares acquired by the Corporation otherwise than through the
operation of any sinking fund and not used to reduce the amount of any sinking
fund instalment shall, upon compliance with such provisions of law relating to
the retirement of shares as may be applicable, have the status of authorized and
unissued Voting Preferred Shares which are unclassified into any series. Voting
Preferred Shares acquired by the Corporation through the operation of any
sinking fund or which have been used to reduce the amount of any sinking fund
instalment shall be cancelled and not re-issued, and the Corporation shall from
time to time take appropriate corporate action to reduce the authorized number
of Voting Preferred Shares accordingly.

      X.    No holder of Voting Preferred Shares of any series shall, as such
holder, have any preemptive rights in, or preemptive rights to purchase or
subscribe to, any shares of the Corporation, or any bonds, debentures, or other
securities convertible into any shares of the Corporation, other than such
rights of conversion or exchange as shall be expressly granted by the Board of
Directors prior to the initial issuance of the first shares of the series of
which such Voting Preferred Shares shall constitute a part; and, except as
aforesaid, each and every holder of Voting Preferred Shares, by accepting the
same, thereby waives and releases any and all preemptive rights which he might
otherwise have to purchase any shares which may at any time be issued by the
Corporation.

      SECTION 4. The express terms and provisions of the No Par Preferred Shares
                 are as follows:

      I.    No Par Preferred Shares may be issued in series from time to time.
Within the limitations and restrictions set forth in this Article FOURTH, the
Board of Directors is expressly authorized, at one time or from time to time, to
adopt amendments to the Articles of Incorporation in respect of any authorized
and unissued No Par Preferred Shares to fix or alter the division of such shares
into series, the designation and number of shares of each series, the dividend
rates, redemption rights, redemption prices, liquidation prices, sinking fund
requirements, conversion rights, and restrictions on issuance of shares of the
same series or of any other class or series. No Par Preferred Shares may, if
authorized by such amendments to the Articles of Incorporation, be convertible
at the option of the holder thereof into full paid and nonassessable Common
Shares of the Corporation during such period or periods at such rate or rates
(which rate or rates of some or all series may be determinable in whole or in
part by the payment of money to the Corporation by the holder exercising the
option to convert), as may
                                       13


be determined by such amendments. The express terms and provisions of No Par
Preferred Shares of different series shall be identical except that there may be
variations in respect of any or all of the particulars hereinbefore set forth in
this subsection I. In case the stated dividends or the amounts payable on
dissolution, liquidation, or sale of assets of the Corporation are not paid in
full, a11 No Par Preferred Shares of all series shall participate ratably in the
payment of dividends, including accumulations, if any, in proportion to the sums
which would be payable thereon if all dividends thereon were paid in full, and,
in any distribution of assets other than by way of dividends, in proportion to
the sums which would be payable on such distribution if all sums payable thereon
to holders of No Par Preferred Shares were discharged in full.

      II. The holders of No Par Preferred Shares shall be entitled to receive
when and as declared out of the surplus of the Corporation, subject to any
limitations prescribed by statute, cash dividends at the respective rates fixed
as aforesaid by the Board of Directors for the shares of the several series of
No Par Preferred Shares, and no more. Dividends on the No Par Preferred Shares
shall be payable quarterly on the first days of March, June, September and
December in each year. Dividends on each No Par Preferred Share shall be
cumulative from the first day of the dividend period in which such share is
issued, except that if any share is issued after the record date fixed for
determining the holders of No Par Preferred Shares of such series entitled to
the dividend for such period, dividends on such share shall be cumulative from
the first day of the dividend period next following the date of issuance of such
share, and except that dividends on any share of a particular series issued
prior to the first dividend payment date for shares of such series shall be
cumulative from such date as shall be fixed by the Board of Directors prior to
the issuance thereof, but not earlier than the beginning of the current dividend
period.

      The No Par Preferred Shares shall rank pari passu with the Preferred
Shares and the Voting Preferred Shares with respect to the payment of dividends.
Subject to the provisions of this Article FOURTH, the holders of all shares
ranking junior to the No Par Preferred Shares with respect to the payment of
dividends shall be entitled to receive such dividends as may from time to time
be declared thereon by the Board of Directors.

      III. Except as may be otherwise expressly provided in this Article FOURTH,
the Corporation shall have the right to redeem the No Par Preferred Shares of
any one or more series at any time, either in whole or in such portions, as,
from time to time, the Board of Directors may determine, upon the payment to the
respective holders thereof of the "General Redemption Price" thereof. The
General Redemption Price for shares of each series shall be an amount equal to
the sum of (a) the redemption price fixed by the Board of Directors for the
shares of such series prior to the initial issuance of the first shares of such
series; and (b) an amount equivalent to all accumulated and unpaid dividends on
the shares to be redeemed to the date fixed for redemption (hereinafter referred
to as the "Redemption Date"), whether or not such dividends shall have been
earned or declared. In lieu of such payment the Corporation may deposit the
General Redemption Price of the shares to be redeemed on or prior to the
Redemption Date, with such responsible bank or trust company or bank and trust
company in the Borough of Manhattan, in the City of New York, State of New York,
having a capital and surplus of not less than $5,000,000, as may be designated
by the Board of Directors, in trust, for payment on or after the date of such
deposit (without awaiting the Redemption Date) to the holders of the No Par
Preferred Shares then to be redeemed. If less than the whole amount of
outstanding No Par Preferred Shares of any particular series shall be redeemed
at any time, the shares thereof to be redeemed shall be selected by lot.

      Notice of any such redemption, in whole or in part, and of any such
deposit made or to be made of such General Redemption Price, shall be mailed to
each holder of No Par Preferred Shares so to be redeemed, at his address
registered with the Corporation, not less than thirty days prior to the
Redemption Date, and, if less than all of the said shares owned by such
shareholder are to be redeemed, the notice shall specify the number of shares
thereof which are to be redeemed. Such notice having been so given, or
irrevocable written authority to the depositary having been given at the time of
making the deposit provided for herein forthwith to give such notice, all rights
of the respective holders of the said shares as shareholders of the Corporation
by reason of the ownership of such shares, except the right

                                       14


to receive the General Redemption Price of such shares upon presentation and
surrender of their respective certificates representing the said shares, shall
cease from and after the Redemption Date (unless default shall be made by the
Corporation in providing moneys for the payment of the General Redemption
Price), or, if the General Redemption Price shall have been deposited on or
prior to the Redemption Date as above permitted, from and after the date of such
deposit; provided, however, that in lieu of the right to receive the General
Redemption Price, any rights of conversion or exchange may be exercised up to
the close of business on the Redemption Date. If after such deposit any No Par
Preferred Shares so called shall be so converted or exchanged, the amount
theretofore deposited with the depositary for the redemption thereof shall
forthwith be paid over by it to the Corporation. Any other moneys so deposited
which shall remain unclaimed by the holders of No Par Preferred Shares so called
for redemption at the end of two years after the Redemption Date shall be paid
by such depositary to the Corporation, after which the holders of such No Par
Preferred Shares shall look only to the Corporation for payment of the General
Redemption Price thereof, without interest.

      IV. Upon the dissolution, liquidation or sale of all or substantially all
the assets of the Corporation, the holders of No Par Preferred Shares shall be
entitled to receive the following sums, before any payment shall be made to any
other class of shares ranking junior to the No Par Preferred Shares with respect
to payment upon dissolution, liquidation or sale of assets:

          (a) in case of any involuntary dissolution or liquidation or forced
       sale of all or substantially all the assets of the Corporation, each No
       Par Preferred Share of each series shall be entitled to receive the
       amount fixed for such contingency by the Board of Directors for the
       shares of such series prior to the initial issuance of the first shares
       of such series, together with a sum, whether or not earned or declared,
       equivalent to all accumulated and unpaid dividends thereon to the date of
       such payment; or

          (b) in case of any voluntary dissolution or liquidation or voluntary
       sale of all or substantially all the assets of the Corporation, each No
       Par Preferred Share of each series shall be entitled to receive the
       amount fixed for such contingency by the Board of Directors for the
       shares of such series prior to the initial issuance of the first shares
       of such series, together with a sum, whether or not earned or declared,
       equivalent to all accumulated and unpaid dividends thereon to the date of
       such payment.

The No Par Preferred Shares shall rank pari passu with the Preferred Shares and
the Voting Preferred Shares with respect to payment upon dissolution,
liquidation, or sale of assets. After all sums payable on the No Par Preferred
Shares as herein provided upon a particular contingency shall have been paid in
full, but not prior thereto, the other classes of shares ranking junior to the
No Par Preferred Shares with respect to payment upon dissolution, liquidation,
or sale of assets shall be entitled to payment of all other sums then
distributable, subject to the respective terms and provisions (if any) applying
to such class or classes of shares, respectively. For the purposes of this
subsection IV, a consolidation or merger of the Corporation with or into any
other corporation, or a consolidation or merger of any other corporation with or
into the Corporation shall not be deemed a dissolution, liquidation, or sale of
assets.

      V. Except as herein or by law expressly provided to the contrary, the
holders of No Par Preferred Shares shall have no right as such holders to vote
at or participate in any meetings of shareholders of the Corporation or to
receive any notice of any such meeting. If, however, dividends on any of the No
Par Preferred Shares shall be in arrears in an amount equal to 150% of the
annual dividends thereon, the holders of the No Par Preferred Shares shall be
entitled to vote at all meetings of shareholders of the Corporation and to
receive notice of all such meetings and shall have the right, voting as a class,
to elect the number of directors hereinafter provided. The remaining directors
shall be elected by the other class or classes (Preferred Shares, Voting
Preferred Shares, Second Preferred Shares and/or Common Shares) entitled to vote
therefor. The holders of No Par Preferred Shares shall have the right to elect
that number of directors which bears the same proportion to the number

                                       15


of directors constituting the entire board of directors as the outstanding No
Par Preferred Shares bears to the total of the outstanding Common Shares and
Voting Preferred Shares, or in any event, the holders of No Par Preferred Shares
shall have the right to elect a minimum number of two directors. Such voting
rights of the holders of No Par Preferred Shares shall continue until all
accumulated and unpaid dividends on all No Par Preferred Shares shall have been
paid, whereupon all such voting rights shall cease, subject to being revived
from time to time upon the reoccurrence of the conditions above described as
giving rise thereto.

     Whenever the voting right of the holders of No Par Preferred Shares shall
have vested, such right may be exercised initially either at a meeting of such
holders, called as hereinafter provided, or at any annual meeting of
shareholders held for the purpose of electing directors, and thereafter, at such
annual meetings. The right of the holders of the No Par Preferred Shares, voting
as a class, to elect directors as provided herein, shall continue until such
time as all dividends accumulated on the No Par Preferred Shares shall have been
paid in full, at which time the right of the holders of No Par Preferred Shares
to exercise such voting right shall terminate, subject to revesting in the event
of each and every subsequent default of the character above-mentioned.

     At any time when the voting right shall have vested in the holders of the
No Par Preferred Shares as herein provided, and if such right shall not already
have been initially exercised, the Secretary of the Corporation shall, upon the
written request of the holders of record of at least 10% in amount of the No Par
Preferred Shares then outstanding, call a special meeting of the holders of the
No Par Preferred Shares for the purpose of exercising their voting right. Such
meeting shall be held at the earliest practicable date upon the notice required
for annual meetings of shareholders. Notwithstanding the provisions of this
paragraph, no such special meeting shall be called during a period within 60
days immediately preceding the date fixed for the next annual meeting of
shareholders.

     At any meeting held for the purpose of electing directors at which the
holders of the No Par Preferred Shares shall have the voting right, as a class,
to elect directors as provided herein, the presence in person or by proxy of the
holders of 33 1/3% of the then outstanding No Par Preferred Shares shall be
required and be sufficient to constitute a quorum for the exercise of such
voting right. At such meeting or adjournment thereof, (a) the absence of a
quorum of the No Par Preferred Shares shall not prevent the election of the
directors to be elected by the holders of the other class or classes entitled to
vote therefor, and the absence of a quorum of such other class or classes shall
not prevent the election of the directors to be elected by the voting right of
the holders of the No Par Preferred Shares, and (b) in the absence of a quorum
of any class entitled to vote for the election of directors, a majority of the
holders present in person or by proxy of such class shall have the power to
adjourn the meeting for the exercise of the voting rights of such class, from
time to time, without notice other than adjournment at the meeting, until a
quorum shall be present.

     The term of office of all directors in office at any time when voting
power shall, as aforesaid, be vested in the holders of the No Par Preferred
Shares, shall terminate upon the election of any directors at any meeting of
shareholders held for the purpose of electing directors. Upon any termination of
the voting right of the holders of No Par Preferred Shares provided herein, the
term of office of all directors then in office shall terminate upon the election
of directors at a meeting of the holders of the other class or classes then
entitled to vote, which meeting may be held at any time after such termination
of the voting right of the holders of the No Par Preferred Shares, upon notice
as above provided, and shall be called by the Secretary of the Corporation upon
written request of the holders of record of 10% of the aggregate number of
outstanding shares of such other class or classes then entitled to vote for
directors.

     VI.  So long as any of the No Par Preferred Shares shall remain
outstanding, no dividend (other than dividends payable in shares ranking junior
to the No Par Preferred Shares with respect to the payment of dividends and
distributions in liquidation) shall be paid, nor shall any distribution (by
purchase, redemption, payment to any sinking fund, or otherwise) be made, on any
shares ranking junior to the No Par Preferred Shares with respect to the
payment of dividends or distributions in liquidation unless:

                                       16


          (a)  all dividends on all outstanding Preferred Shares, Voting
     Preferred Shares and No Par Preferred Shares shall have been paid, and
     full dividends thereon for the then current quarterly dividend period
     shall have been declared and a sum sufficient for the payment thereof set
     apart therefor;

          (b)  the Corporation shall not be in arrears in respect of any
      sinking fund obligation in respect of any series of Preferred Shares,
      Voting Preferred Shares or No Par Preferred Shares;

          (c)  after giving effect to the payment of the proposed dividend or
      distribution, the aggregate of all such dividends and distributions paid,
      subsequent to December 31, 1966, shall not exceed the sum of (i)
      Consolidated Net Income earned after said date less the aggregate of all
      dividends paid on the Preferred Shares, Voting Preferred Shares and No Par
      Preferred Shares, all sinking fund payments with respect thereto, and all
      amounts credited against such payments for the voluntary purchase or
      redemption of Preferred Shares, Voting Preferred Shares or No Par
      Preferred Shares, (ii) the net proceeds of the sale subsequent to April 1,
      1967, of shares ranking junior to the No Par Preferred Shares with respect
      to the payment of dividends and distributions in liquidation, (iii) the
      principal amount of indebtedness converted, subsequent to April 1, 1967,
      and the stated capital of shares ranking equal with or prior to the No Par
      Preferred Shares with respect to the payment of dividends and
      distributions in liquidation converted, subsequent to April 1, 1967, into
      shares ranking junior to the No Par Preferred Shares with respect to the
      payment of dividends and distributions in liquidation, and (iv)
      $33,000,000; and

          (d)  if such dividend or distribution be on the Common Shares, after
      giving effect to the payment of the proposed dividend or distribution,
      Consolidated Net Assets shall be at least 175% of the sum of (i)
      Consolidated Funded Indebtedness, (ii) the aggregate par value of (and/or,
      in the case of shares without par value, stated capital applicable to) the
      outstanding No Par Preferred Shares of all series and all other
      outstanding shares of the Corporation ranking equally with or prior to the
      No Par Preferred Shares with respect to the payment of dividends or
      distributions in liquidation, including shares owned by the Corporation,
      and (iii) capital and surplus of Subsidiaries applicable to or represented
      by shares owned by others than the Corporation or its Subsidiaries.

The purchase or other acquisition by a Subsidiary or Affiliate of shares of the
Corporation shall be deemed a purchase or acquisition of such shares by the
Corporation within the meaning of this subsection VI.

      VII. Without the affirmative vote at a meeting, or the written consent
with or without a meeting, of the holders of at least two-thirds of the No Par
Preferred Shares at the time outstanding, as a class, the Corporation shall not:

          (a)  increase the number of authorized Preferred Shares to an amount
      in excess of 100,000;

          (b)  increase the number of authorized Voting Preferred Shares to an
      amount in excess of 20,000,000;

          (c)  increase the number of authorized No Par Preferred Shares to an
      amount in excess of 20,000,000;

          (d)  authorize or issue any shares other than Preferred Shares,
      Voting Preferred Shares, No Par Preferred Shares or shares ranking junior
      to the No Par Preferred Shares with respect to the payment of dividends
      and distributions in liquidation;

          (e)  adopt or effect any amendment to its Articles of Incorporation
      which would be substantially prejudicial to the holders of No Par
      Preferred Shares; provided, however, that if such amendment would be
      substantially prejudicial to the holders of No Par Preferred Shares of one
      or more series, but less than all of the several series of No Par
      Preferred Shares, or would unequally

                                       17


     affect two or more series in a substantially prejudicial manner, the
     affirmative vote at a meeting, or the written consent with or without a
     meeting, of the holders of at least two-thirds of the shares of each series
     so affected at the time outstanding, voting as a sub-class, shall be
     required in addition to the said vote or written consent of the holders of
     at least two-thirds of the no Par Preferred Shares of all series at the
     time outstanding, voting as a class; and provided, further, that any such
     amendment, when effected upon such vote or consent, shall not confer upon
     dissenting holders of No Par Preferred Shares any right to payment for
     their shares;

          (f)  sell, convey, lease or otherwise part with all or substantially
     all of its assets, property or business, or consolidate or merge with or
     into any other corporation, or merge any other corporation into itself;
     provided, however, that this restriction shall not apply to a consolidation
     or merger to which the Corporation is a party if none of the rights or
     preferences of the No Par Preferred Shares shall be adversely affected
     thereby; or

          (g)  give any guarantee or similar obligation for the payment of any
     share or dividend by any other corporation or person; provided, however,
     that this restriction shall not apply to any guarantee or similiar
     obligation for the payment of any share or dividend by any corporation
     which at the time the guarantee or similiar obligation is given is a
     Subsidiary.

 For the purpose of determining whether such affirmative vote or written consent
 required by this subsection VII has been obtained, No Par Preferred Shares held
 by the Corporation or by any Subsidiary or Affiliate shall not be deemed to be
 outstanding or entitled to participate in any such vote or consent.

     VIII. So long as any dividend on any No Par Preferred Shares shall be in
arrears and unpaid, the Corporation shall not redeem any No Par Preferred
Shares (unless all outstanding No Par Preferred Shares shall be redeemed) or
purchase any No Par Preferred Shares, or permit any Subsidiary or Affiliate to
make any such purchase, unless such redemption or purchase shall be
accomplished not earlier than 30 days and not later than 90 days after the
mailing of a written purchase offer to each holder of record of No Par
Preferred Shares at the address of such shareholder registered with the
Corporation. Any such purchase offer shall be made upon terms that will result
in holders of No Par Preferred Shares of the several series being offered
prices in proportion to the several dividend rates applicable thereto.

     IX.   No Par Preferred Shares acquired by the Corporation through the
exercise by the holders thereof of any conversion privilege shall not be
re-issued except as hereinafter provided. Such shares and any other No Par
Preferred Shares acquired by the Corporation otherwise than through the
operation of any sinking fund and not used to reduce the amount of any sinking
fund instalment shall, upon compliance with such provisions of law relating to
the retirement of shares as may be applicable, have the status of authorized and
unissued No Par Preferred Shares which are unclassified into any series. No Par
Preferred Shares acquired by the Corporation through the operation of any
sinking fund or which have been used to reduce the amount of any sinking fund
instalment shall be cancelled and not re-issued, and the Corporation shall from
time to time take appropriate corporate action to reduce the authorized number
of No Par Preferred Shares accordingly.

     X.    No holder of No Par Preferred Shares of any series shall, as such
holder, have any preemptive rights in, or preemptive rights to purchase or
subscribe to, any shares of the Corporation, or any bonds, debentures, or other
securities convertible into any shares of the Corporation, other than such
rights of conversion or exchange as shall be expressly granted by the Board of
Directors prior to the initial issuance of the first shares of the series of
which such No Par Preferred Shares shall constitute a part; and, except as
aforesaid, each and every holder of No Par Preferred Shares, by accepting the
same, thereby waives and releases any and all preemptive rights which he might
otherwise have to purchase any shares which may at any time be issued by the
Corporation.

                                       18


     SECTION 5. The express terms and provisions of the Second Preferred Shares
are as follows:

     I.   The rights and preferences of the Second Preferred Shares shall be
subject in all respects to the rights and preferences of the Preferred Shares,
Voting Preferred Shares and No Par Preferred Shares in the manner and to the
extent provided in this Article FOURTH. The Second Preferred Shares may be
issued in series from time to time. Within the limitations and restrictions set
forth in this Article FOURTH, the Board of Directors is expressly authorized, at
one time or from time to time, to adopt amendments to the Articles of
Incorporation in respect of any authorized and unissued Second Preferred Shares
to fix or alter the division of such shares into series, the designation and
number of shares of each series, the dividend rates, redemption rights,
redemption prices, liquidation prices, sinking fund and market fund
requirements, conversion rights, and restrictions on issuance of shares of the
same series or of any other class or series. The express terms and provisions of
Second Preferred Shares of different series shall be identical except that there
may be variations in respect of any or all of the particulars hereinabove set
forth in this subsection I. In case the stated dividends or the amounts payable
on dissolution, liquidation or sale of assets of the Corporation are not paid in
full, all Second Preferred Shares of all series shall participate ratably in the
payment of dividends, including accumulations, if any, in proportion to the sums
which would be payable thereon if all dividends thereon were paid in full, and,
in any distribution of assets other than by way of dividends, in proportion to
the sums which would be payable on such distribution if all sums payable thereon
to holders of Second Preferred Shares were discharged in full.

     II.  The Second Preferred Shares shall rank junior to the Preferred Shares,
Voting Preferred Shares and No Par Preferred Shares with respect to the payment
of dividends. Subject to the prior rights of the holders of Preferred Shares,
Voting Preferred Shares and No Par Preferred Shares, the holders of Second
Preferred Shares shall be entitled to receive when and as declared out of the
surplus of the Corporation, subject to any limitations prescribed by statute,
cash dividends at the respective rates fixed as aforesaid by the Board of
Directors for the shares of the several series of Second Preferred Shares, and
no more. Dividends on the Second Preferred Shares shall be payable quarterly on
the first day of March, June, September and December in each year. Dividends on
each Second Preferred Share shall be cumulative from the first day of the
dividend period in which such share is issued, except that if any share is
issued after the record date fixed for determining the holders of Second
Preferred Shares of such series entitled to the dividend for such period,
dividends on such shares shall be cumulative from the first day of the dividend
period next following the date of issuance of such share, and except that
dividends on any share of a particular series issued prior to the first dividend
payment date for shares of such series shall be cumulative from such date as
shall be fixed by the Board of Directors prior to the issuance thereof, but not
earlier than the beginning of the current dividend period.

     Subject to the provisions of this Article FOURTH, the holders of all shares
ranking junior to the Second Preferred Shares with respect to the payment of
dividends shall be entitled to receive such dividends as may from time to time
be declared thereon by the Board of Directors.

     III. Except as may be otherwise expressly provided in this Article FOURTH,
the Corporation shall have the right to redeem the Second Preferred Shares of
any one or more series at any time, either in whole or in such portions, as,
from time to time, the Board of Directors may determine, upon the payment to the
respective holders thereof of the "General Redemption Price" thereof. The
General Redemption Price for shares of each series shall be an amount equal to
the sum of (a) the redemption price fixed by the Board of Directors for the
shares of such series prior to the initial issuance of the first shares of such
series; and (b) an amount equivalent to all accumulated and unpaid dividends on
the shares to be redeemed to the date fixed for redemption (hereinafter referred
to as the "Redemption Date"), whether or not such dividends shall have been
earned or declared. In lieu of such payment the Corporation may deposit the
General Redemption Price of the shares to be redeemed on or prior to the
Redemption Date, with such responsible bank or trust company or bank and trust
company in the Borough of Manhattan, in the City of New York, State of New York,
having a capital and surplus

                                       19


of not less than $5,000,000, as may be designated by the Board of Directors, in
trust, for payment on or after the date of such deposit (without awaiting the
Redemption Date) to the holders of the Second Preferred Shares then to be
redeemed. If less than the whole amount of outstanding Second Preferred Shares
of any particular series shall be redeemed at any time, the shares thereof to be
redeemed shall be selected by lot.

     Notice of any such redemption, in whole or in part, and of any such
deposit made or to be made of such General Redemption Price, shall be mailed to
each holder of Second Preferred Shares so to be redeemed, at his address
registered with the Corporation not less than thirty days prior to the
Redemption Date, and, if less than all of the said shares owned by such
shareholder are to be redeemed, the notice shall specify the number of shares
thereof which are to be redeemed. Such notice having been so given, or
irrevocable written authority to the depositary having been given at the time of
making the deposit provided for herein forthwith to give such notice, all rights
of the respective holders of the said shares as shareholders of the Corporation
by reason of the ownership of such shares, except the right to receive the
General Redemption Price of such shares upon presentation and surrender of their
respective certificates representing the said shares, shall cease from and after
the Redemption Date (unless default shall be made by the Corporation in
providing moneys for the payment of the General Redemption Price), or, if the
General Redemption Price shall have been deposited on or prior to the Redemption
Date as above permitted, from and after the date of such deposit; provided,
however, that in lieu of the right to receive the General Redemption Price, any
rights of conversion or exchange may be exercised up to the close of business on
the Redemption Date. If after such deposit any Second Preferred Shares so called
shall be so converted or exchanged, the amount theretofore deposited with the
depositary for the redemption thereof shall forthwith be paid over by it to the
Corporation. Any other moneys so deposited which shall remain unclaimed by the
holders of Second Preferred Shares so called for redemption at the end of two
years after the Redemption Date shall be paid by such depositary to the
Corporation, after which the holders of such Second Preferred Shares shall look
only to the Corporation for payment of the General Redemption Price thereof,
without interest.

     IV.  The Second Preferred Shares shall rank junior to the Preferred Shares,
Voting Preferred Shares and No Par Preferred Shares with respect to payment upon
dissolution, liquidation or sale of assets of the Corporation. Subject to the
prior rights of the holders of Preferred Shares, Voting Preferred Shares and No
Par Preferred Shares, the holders of Second Preferred Shares, upon the
dissolution, liquidation or sale of all or substantially all the assets of the
Corporation, shall be entitled to receive the following sums, before any payment
shall be made to any other class of shares ranking junior to the Second
Preferred Shares with respect to payment upon dissolution, liquidation or sale
of assets:

          (a)  in case of any involuntary dissolution or liquidation or forced
     sale of all or substantially all the assets of the Corporation, each Second
     Preferred Share of each series shall be entitled to receive the sum of $50,
     together with a sum, whether or not earned or declared, equivalent to all
     accumulated and unpaid dividends thereon to the date of such payment; or

          (b)  in case of any voluntary dissolution or liquidation or voluntary
     sale of all or substantially all the assets of the Corporation, each Second
     Preferred Share of each series shall be entitled to receive the amount
     fixed for such contingency by the Board of Directors for the shares of such
     series prior to the initial issuance of the first shares of such series,
     together with a sum, whether or not earned or declared, equivalent to all
     accumulated and unpaid dividends thereon to the date of such payment.

After all sums payable on the Second Preferred Shares as herein provided upon a
particular contingency shall have been paid in full but not prior thereto, the
other classes of shares ranking junior to the Second Preferred Shares with
respect to payment upon dissolution, liquidation or sale of assets shall be
entitled to payment of all other sums then distributable, subject to the
respective terms and provisions (if any) applying to such class or classes of
shares, respectively. For the purpose of this subsection IV, a con-

                                       20


solidation or merger of the Corporation with or into any other corporation or a
consolidation or merger of any other corporation with or into the Corporation
shall not be deemed a dissolution, liquidation or sale of assets.

     V.   Except as herein or by law expressly provided to the contrary, the
holders of Second Preferred Shares shall have no right as such holders to vote
at or participate in any meeting of shareholders of the Corporation or to
receive any notice of any such meeting. If, however, dividends on any of the
Second Preferred Shares shall be in arrears in an amount equal to the annual
dividends thereon, the holders of all of the Second Preferred Shares shall be
entitled to vote at all meetings of shareholders of the Corporation and to
receive notice of all such meetings. Such voting rights of the holders of Second
Preferred Shares shall continue until all accumulated and unpaid dividends on
all Second Preferred Shares shall have been paid, whereupon all such voting
rights shall cease, subject to being revived from time to time upon the
reoccurrence of the conditions above described as giving rise thereto.

     At any meeting at which the holders of the Second Preferred Shares shall be
entitled to vote, each vote cast pursuant to the provisions of this subsection V
on behalf of the holder of a Second Preferred Share shall be counted as such
number of votes as shall equal the quotient derived from dividing the number of
Second Preferred Shares of all series then outstanding into one-third of the
total number of votes to which at such time all outstanding shares ranking
junior to the Second Preferred Shares with respect to the payment of dividends
or distributions in liquidation may be collectively entitled. For the purposes
of the above computation, shares held by the Corporation or by any Subsidiary or
Affiliate shall not be deemed to be outstanding, and such shares shall have no
right whatsoever to vote at or to receive notice of any meeting other than such
rights as may be expressly granted by law.

     VI.  So long as any of the Second Preferred Shares shall remain
outstanding, no dividend (other than dividends payable in shares ranking junior
to the Second Preferred Shares with respect to the payment of dividends and
distributions in liquidation) shall be paid, nor shall any distribution (by
purchase, redemption, payment to any sinking fund, or otherwise) be made, on any
shares ranking junior to the Second Preferred Shares with respect to the payment
of dividends or distributions in liquidation, unless:

          (a) all dividends on all outstanding Second Preferred Shares shall
     have been paid and full dividends thereon for the then current quarterly
     dividend period shall have been declared and a sum sufficient for the
     payment thereof set apart therefor;

          (b) the Corporation shall not be in arrears in respect of any sinking
     fund obligation in respect of any series of Second Preferred Shares; and

          (c) after giving effect to the payment of the proposed dividend or
     distribution, the aggregate of all such dividends and distributions paid,
     subsequent to December 29, 1945, shall not exceed the sum of (i)
     Consolidated Net Income earned after said date, less the aggregate of all
     dividends and all payments into any sinking fund for the Preferred Shares,
     the Voting Preferred Shares, the No Par Preferred Shares or the Second
     Preferred Shares, and all amounts credited against any sinking fund
     instalment with respect to the Preferred Shares, the Voting Preferred
     Shares, the No Par Preferred Shares or the Second Preferred Shares for the
     voluntary purchase or redemption of Preferred Shares, Voting Preferred
     Shares, No Par Preferred Shares or Second Preferred Shares, (ii) the net
     proceeds of the sale subsequent to September 1, 1946 of shares ranking
     junior to the Second Preferred Shares with respect to the payment of
     dividends and distributions in liquidation, (iii) the principal amount of
     indebtedness converted, subsequent to April 1, 1967, and the stated capital
     of shares ranking equal with or prior to the Second Preferred Shares with
     respect to the payment of dividends and distributions in liquidation
     converted, subsequent to April 1, 1967, into shares ranking junior to the
     Second Preferred Shares with respect to the payment of dividends and
     distributions in liquidation, and (iv) $500,000.

                                       21


     The purchase or other acquisition by a Subsidiary or Affiliate of shares of
     the Corporation shall be deemed a purchase or acquisition of such shares by
     the Corporation within the meaning of this subsection VI.

          VII.  Without the affirmative vote at a meeting, or the written
     consent with or without a meeting, of the holders of at least two-thirds of
     the Second Preferred Shares at the time outstanding, as a class, the
     Corporation shall not:

                (a) increase the number of authorized Preferred Shares to an
          amount in excess of 100,000, or the number of authorized Voting
          Preferred Shares to an amount in excess of 20,000,000, or the number
          of authorized No Par Preferred Shares to an amount in excess of
          20,000,000, or the number of authorized Second Preferred Shares to an
          amount in excess of 295,540;

                (b) authorize or issue any shares other than Preferred Shares,
          Voting Preferred Shares, No Par Preferred Shares, Second Preferred
          Shares or shares ranking junior to the Second Preferred Shares with
          respect to the payment of dividends and distributions in liquidation;

                (c) adopt or effect any amendment to its Articles of
          Incorporation which would be substantially prejudicial to the holders
          of Second Preferred Shares; provided, however, that if such amendment
          would be substantially prejudicial to the holders of Second Preferred
          Shares of one or more series, but less than all of the several series
          of Second Preferred Shares, or would unequally affect two or more
          series in a substantially prejudicial manner, the affirmative vote at
          a meeting, or the written consent with or without a meeting, of the
          holders of at least two-thirds of the shares of each series so
          affected at the time outstanding, voting as a sub-class, shall be
          required in addition to the said vote or written consent of the
          holders of at least two-thirds of the Second Preferred Shares of all
          series at the time outstanding, voting as a class; and provided,
          further, that any such amendment, when effected upon such vote or
          consent, shall not confer upon dissenting holders of Second Preferred
          Shares any right to payment for their shares;

                (d) sell, convey, lease or otherwise part with all or
          substantially all of its assets, property or business, or consolidate
          or merge with or into any other corporation, or merge any other
          corporation into itself; provided, however, that this restriction
          shall not apply to a consolidation or merger to which the Corporation
          is a party if none of the rights or preferences of the Second
          Preferred Shares shall be adversely affected thereby; or

                (e) give any guarantee or similar obligation for the payment of
          any share or dividend by any other corporation or person; provided,
          however, that this restriction shall not apply to any guarantee or
          similiar obligation for the payment of any share or dividend by any
          corporation which at the time the guarantee or similiar obligation is
          given is a Subsidiary.

     For the purpose of determining whether such affirmative vote or written
     consent required by this subsection VII has been obtained, Second Preferred
     Shares held by the Corporation or by any Subsidiary or Affiliate shall not
     be deemed to be outstanding or entitled to participate in any such vote or
     consent.

          VIII. So long as any dividend on any Second Preferred Shares shall be
     in arrears and unpaid, the Corporation shall not redeem any Second
     Preferred Shares (unless all outstanding Second Preferred Shares shall be
     redeemed) or purchase any Second Preferred Shares, or permit any Subsidiary
     or Affiliate to make any such purchase, unless such redemption or purchase
     shall be accomplished not earlier than 30 days and not later than 90 days
     after the mailing of a written purchase offer to each holder of record of
     Second Preferred Shares at the address of such shareholder registered with
     the Corporation. Any such purchase offer shall be made upon terms that will
     result in holders of Second Preferred Shares of the several series being
     offered prices in proportion to the several dividend rates applicable
     thereto.

          IX.   Second Preferred Shares acquired by the Corporation through the
     exercise by the holders thereof of any conversion privilege shall not be
     re-issued except as hereinafter provided. Such Second

                                       22


     Preferred Shares and any other Second Preferred Shares acquired by the
     Corporation otherwise than through the operation of any sinking fund and
     not used to reduce the amount of any sinking fund instalment shall, upon
     compliance with such provisions of law relating to the retirement of shares
     as may be applicable have the status of authorized and unissued Second
     Preferred Shares which are unclassified into any series. Second Preferred
     Shares acquired by the Corporation through the operation of any sinking
     fund which have been used to reduce the amount of any sinking fund
     instalment shall be cancelled and not re-issued, and the Corporation shall
     from time to time take appropriate corporate action to reduce the
     authorized number of Second Preferred Shares accordingly.

          X. No holder of Second Preferred Shares of any series shall, as such
     holder, have any preemptive rights in, or preemptive rights to purchase or
     subscribe to, any shares of the Corporation, or any bonds, debentures, or
     other securities convertible into any shares of the Corporation, other than
     such rights of conversion or exchange as shall be expressly granted by the
     Board of Directors prior to the initial issuance of the first shares of the
     series of which such Second Preferred Shares constitute a part; and except
     as aforesaid each and every holder of Second Preferred Shares, by accepting
     the same, thereby waives and releases any and all preemptive rights he
     might otherwise have to purchase any shares which may at any time be issued
     by the Corporation.

          SECTION 6. The express terms and provisions of the Common Shares are
     as follows:

          I. The rights and preferences of the Common Shares shall be subject in
     all respects to the rights and preferences of the Preferred Shares, the
     Voting Preferred Shares, the No Par Preferred Shares and the Second
     Preferred Shares, in the manner and to the extent provided in this Article
     Fourth.

          II. The Common Shares shall rank junior to the Preferred Shares, the
     Voting Preferred Shares, the No Par Preferred Shares and the Second
     Preferred Shares with respect to the payment of dividends. Out of the
     assets of the Corporation available for dividends remaining after there
     shall have been paid or declared and set apart for payment full dividends
     on all shares ranking prior to the Common Shares with respect to the
     payment of dividends, and subject to the restrictions or limitations
     contained in the express terms and provisions of all shares ranking prior
     to the Common Shares with respect to the payment of dividends, dividends
     may be declared and paid upon the Common Shares, but only when and as
     determined by the Board of Directors.

          III. The Common Shares shall rank junior to the Preferred Shares, the
     Voting Preferred Shares, the No Par Preferred Shares and the Second
     Preferred Shares with respect to payment upon dissolution, liquidation or
     sale of assets of the Corporation. Upon the dissolution, liquidation or
     sale of all or substantially all the assets of the Corporation, after there
     shall have been paid to or set apart for holders of all shares ranking
     senior to the Common Shares the full preferential amounts to which they are
     respectively entitled, the holders of Common Shares shall be entitled to
     receive pro rata all of the remaining assets of the Corporation available
     for distribution to its shareholders.

          IV. The holders of Common Shares shall be entitled to one vote for
     each Common Share held by them respectively.

          V. No present or future holder of Common Shares shall, as such holder,
     have any preemptive rights in, or preemptive rights to purchase or
     subscribe to, any shares of the Corporation, or any bonds, debentures, or
     other securities convertible into any shares of the Corporation.

          FIFTH: Subject to the restrictions and limitations set forth in
     Article FOURTH hereof, this Corporation may purchase shares of any class of
     the stock issued by it to the extent of the surplus available for cash
     dividends, when authorized by the affirmative vote of the Board of
     Directors, but no such purchase shall be made so as to favor any
     shareholder over any other, except as herein provided.

                                       23


          SIXTH: Subject to the restrictions and limitations set forth in
     Article FOURTH hereof, to the fullest extent permitted by law, the Board of
     Directors may, from time to time, without any vote, consent or other action
     of or by the shareholders, borrow or raise money, without limit as to
     amount, for any of the purposes of the Corporation, and may authorize the
     issue of bonds, debentures, notes or other obligations of any nature or in
     any manner for money so borrowed, and may confer upon the respective
     holders thereof the right to convert the principal thereof into shares of
     any class or series upon such terms and conditions as the Board of
     Directors may, in its discretion, deem advisable, and may authorize the
     creation of mortgages upon, or the pledge, conveyance or assignment of the
     whole or any part of, the property of the Corporation, real, personal or
     mixed, whether at the time owned or to be acquired thereafter, to secure
     the payment of such obligations and the interest and premium (if any)
     thereon, and may authorize the sale, pledge or other disposition of such
     obligations at such prices, upon such terms and to such persons as the
     Board of Directors, in its discretion, may deem advisable.

          SEVENTH: These Amended Articles of Incorporation supersede the
     existing Articles of Incorporation.

             FURTHER RESOLVED, That the foregoing Amended Articles of
          Incorporation, which shall supersede and take the place of the
          existing Amended Articles of Incorporation, be, and they hereby are,
          in all respects authorized, approved and adopted.

             FURTHER RESOLVED, That the President and the Secretary be, and they
          hereby are, authorized and directed to execute and file in the Office
          of the Secretary of State of the State of Ohio a certificate
          containing a copy of these resolutions and to execute, deliver and
          file any other certificate or instrument which they may deem necessary
          or appropriate to render effective or otherwise fully to carry out the
          intent and purposes of these resolutions."

          IN WITNESS WHEREOF, said Steven C. Mason, President, and George J.
     Maly, Jr., Secretary, of The Mead Corporation, acting for and on behalf of
     said Corporation, have hereunto subscribed their names and cause the seal
     of said Corporation to be hereunto affixed this 28th day of May, 1987.


                                        /s/ STEVEN C. MASON
                                        ----------------------------------
                                              Steven C. Mason, President


                                        /s/ GEORGE J. MALY, JR.
                                        ---------------------------------------
                                             George J. Maly Jr., Secretary

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