10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2000

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                           to                       

Commission File Number 0-5965

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	36-2723087
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
50 SOUTH LA SALLE STREET
CHICAGO, ILLINOIS	60675
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (312)630-6000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x     No  ¨

221,849,731 Shares — $1.66 2/3 Par Value

(Shares of Common Stock Outstanding on June 30, 2000)

PART I — FINANCIAL INFORMATION

Item 1.    Financial Statements

NORTHERN TRUST CORPORATION

CONSOLIDATED BALANCE SHEET

	June 30		December 31		June 30
	2000		1999		1999
	($ In Millions)
Assets
Cash and Due from Banks	$  1,932.6		$  1,977.9		$  1,274.3
Federal Funds Sold and Securities Purchased under Agreements to Resell	504.5		1,083.8		704.0
Time Deposits with Banks	3,748.5		2,292.2		2,734.9
Other Interest-Bearing Assets	28.9		63.2		22.9
Securities
Available for Sale	10,397.8		5,480.0		8,300.2
Held to Maturity (Fair value — $775.3 at June 2000, $740.4 at December         1999, $506.0 at  June 1999)	789.0		752.7		501.2
Trading Account	12.2		11.0		9.1
Total Securities	11,199.0		6,243.7		8,810.5
Loans and Leases
Commercial and Other	10,761.2		9,116.8		8,897.4
Residential Mortgages	6,519.5		6,257.7		6,108.6
Total Loans and Leases (Net of unearned income — $352.8 at June 2000,      $321.3 at December 1999, $149.6 at June 1999)	17,280.7		15,374.5		15,006.0
Reserve for Credit Losses	(159.3	)	(150.9	)	(151.9	)
Buildings and Equipment	394.5		380.4		350.0
Customers’ Acceptance Liability	33.1		34.7		30.4
Trust Security Settlement Receivables	617.6		323.1		392.6
Other Assets	1,268.0		1,085.6		1,017.1
Total Assets	$36,848.1		$28,708.2		$30,190.8
Liabilities
Deposits
Demand and Other Noninterest-Bearing	$  4,249.2		$  4,476.0		$  4,433.2
Savings and Money Market	5,274.2		5,299.7		4,626.3
Savings Certificates	2,238.6		2,338.6		2,140.6
Other Time	1,040.2		913.0		731.0
Foreign Offices — Demand	1,050.7		468.8		478.1
— Time	8,459.3		7,874.9		5,871.1
Total Deposits	22,312.2		21,371.0		18,280.3
Federal Funds Purchased	1,054.4		370.2		712.6
Securities Sold Under Agreements to Repurchase	3,050.1		997.8		1,311.3
Commercial Paper	145.1		145.1		129.0
Other Borrowings	5,494.6		1,155.3		5,497.8
Senior Notes	500.0		500.0		600.0
Long-Term Debt	638.3		659.4		458.8
Debt — Floating Rate Capital Securities	267.6		267.5		267.5
Liability on Acceptances	33.1		34.7		30.4
Other Liabilities	1,047.8		1,032.5		826.7
Total Liabilities	34,543.2		26,533.5		28,114.4
Stockholders’ Equity
Preferred Stock	120.0		120.0		120.0
Common Stock, $1.66 2/3 Par Value; Authorized 560,000,000 shares at June     2000 and 280,000,000 shares at December 1999 and June 1999;     Outstanding 221,849,731 at  June 2000,  222,161,934 at December 1999     and 111,473,056 at June 1999	379.8		379.8		189.9
Capital Surplus	—		—		197.2
Retained Earnings	2,034.8		1,870.7		1,721.8
Net Unrealized Gain (Loss) on Securities Available for Sale	(2.3	)	(2.4	)	1.5
Common Stock Issuable — Performance Plan	113.3		55.0		56.7
Deferred Compensation — ESOP and Other	(85.0	)	(44.2	)	(52.7	)
Treasury Stock — (at cost — 6,071,793 shares at June 2000, 5,759,590 shares     at December 1999, and 2,487,706 shares at June 1999)	(255.7	)	(204.2	)	(158.0	)
Total Stockholders’ Equity	2,304.9		2,174.7		2,076.4
Total Liabilities and Stockholders’ Equity	$36,848.1		$28,708.2		$30,190.8

NORTHERN TRUST CORPORATION

CONSOLIDATED STATEMENT OF INCOME

	Second Quarter Ended June 30		Six Months Ended June 30
	2000	1999	2000	1999
	($ In Millions Except Per Share Information)
Noninterest Income
Trust Fees	$            305.6	$            236.2	$            591.6	$            460.7
Foreign Exchange Trading Profits	42.1	28.9	76.1	54.5
Treasury Management Fees	18.2	17.3	35.3	35.4
Security Commissions and Trading             Income	8.3	7.7	17.9	15.2
Other Operating Income	18.7	12.1	34.4	22.5
Investment Security Gains	—	.1	—	.1
Total Noninterest Income	392.9	302.3	755.3	588.4
Net Interest Income
Interest Income	499.9	370.0	935.7	740.2
Interest Expense	359.1	243.4	655.5	488.0
Net Interest Income	140.8	126.6	280.2	252.2
Provision for Credit Losses	10.0	5.0	14.0	5.5
Net Interest Income after Provision for Credit Losses	130.8	121.6	266.2	246.7
Noninterest Expenses
Compensation	170.0	139.9	334.8	275.6
Employee Benefits	27.3	24.6	56.5	50.6
Occupancy Expense	22.2	18.1	43.0	35.8
Equipment Expense	18.5	15.6	36.4	31.2
Other Operating Expenses	100.2	73.5	193.6	144.9
Total Noninterest Expenses	338.2	271.7	664.3	538.1
Income before Income Taxes	185.5	152.2	357.2	297.0
Provision for Income Taxes	62.5	52.5	120.9	102.2
Net Income	$            123.0	$              99.7	$            236.3	$            194.8
Net Income Applicable to Common Stock	$            121.6	$              98.6	$            233.6	$            192.6
Net Income Per Common Share — Basic	$                .55	$                .44	$              1.06	$                .87
— Diluted	.53	.43	1.01	.84
Average Number of Common Shares Outstanding — Basic	221,010,593	221,949,172	221,104,966	221,796,976
— Diluted	230,503,264	230,294,202	230,311,960	230,218,330

NORTHERN TRUST CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Second Quarter Ended June 30			Six Months Ended June 30
	2000	1999		2000	1999
	(In Millions)
Net Income	$123.0	$99.7		$236.3	$194.8
Other Comprehensive Income (net of tax)
Unrealized Gains (Losses) on Securities Available for Sale
Unrealized Holding Gains (Losses) Arising during the Period
(Net of tax (provision) benefit of $(.5) and $1.4 million for the                          second quarters ended June 30, 2000 and 1999 respectively.
Net of tax provision of $.5 million and $1.3 million for six                          months ended June 30, 2000 and 1999, respectively).	.1	(2.4	)	.1	2.1
Less: Reclassification Adjustments for Gains Included in Net                     Income	—	—		—	—
Other Comprehensive Income	.1	(2.4	)	.1	2.1
Comprehensive Income	$123.1	$97.3		$236.4	$196.9

NORTHERN TRUST CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

	Six Months Ended June 30
	2000		1999
	(In Millions)
Preferred Stock
Balance at January 1 and June 30	$    120.0		$    120.0
Common Stock
Balance at January 1 and June 30	379.8		189.9
Capital Surplus
Balance at January 1	—		212.9
Stock Issued — Incentive Plan and Awards	—		(15.7	)
Balance at June 30	—		197.2
Retained Earnings
Balance at January 1	1,870.7		1,582.9
Net Income	236.3		194.8
Dividends Declared — Common Stock	(59.9	)	(53.5	)
Dividends Declared — Preferred Stock	(3.0	)	(2.4	)
Incentive Plan and Awards	(9.3	)	—
Balance at June 30	2,034.8		1,721.8
Net Unrealized Gain (Loss) on Securities Available for Sale
Balance at January 1	(2.4	)	(.6	)
Unrealized Gain, net	0.1		2.1
Balance at June 30	(2.3	)	1.5
Common Stock Issuable — Performance Plan
Balance at January 1	55.0		30.4
Stock Issuable, net of Stock Issued	58.3		26.3
Balance at June 30	113.3		56.7
Deferred Compensation — ESOP and Other
Balance at January 1	(44.2	)	(44.3	)
Compensation Deferred	(51.5	)	(15.3	)
Compensation Amortized	10.7		6.9
Balance at June 30	(85.0	)	(52.7	)
Treasury Stock
Balance at January 1	(204.2	)	(150.9	)
Stock Options and Awards	50.1		55.5
Stock Purchased	(101.6	)	(62.6	)
Balance at June 30	(255.7	)	(158.0	)
Total Stockholders’ Equity at June 30	$2,304.9		$2,076.4

NORTHERN TRUST CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

	Six Months Ended June 30
	2000		1999
	(In Millions)
Cash Flows from Operating Activities:
Net Income	$      236.3		$      194.8
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Provision for Credit Losses	14.0		5.5
Depreciation on Buildings and Equipment	34.1		28.8
(Increase) Decrease in Interest Receivable	(13.1	)	2.3
Increase (Decrease) in Interest Payable	11.1		(11.7	)
Amortization and Accretion of Securities and Unearned Income	(89.9	)	(173.2	)
Amortization of Software, Goodwill and Other Intangibles	38.9		31.0
Net Increase in Trading Account Securities	(1.2	)	—
Other Noncash, net	(87.7	)	(1.5	)
Net Cash Provided by Operating Activities	142.5		76.0
Cash Flows from Investing Activities:
Net Decrease in Federal Funds Sold and Securities Purchased under Agreements to Resell	579.3		460.4
Net (Increase) Decrease in Time Deposits with Banks	(1,456.3	)	529.8
Net (Increase) Decrease in Other Interest-Bearing Assets	34.3		(1.1	)
Purchases of Securities-Held to Maturity	(95.3	)	(108.5	)
Proceeds from Maturity and Redemption of Securities-Held to Maturity	64.8		80.5
Purchases of Securities-Available for Sale	(23,856.2	)	(20,284.5	)
Proceeds from Sale, Maturity and Redemption of Securities-Available for Sale	19,061.2		17,443.4
Net Increase in Loans and Leases	(1,943.9	)	(1,285.7	)
Purchases of Buildings and Equipment	(48.2	)	(38.5	)
Purchases and Development of Computer Software	(52.3	)	(54.9	)
Net Increase in Trust Security Settlement Receivables	(294.5	)	(55.9	)
Other, net	2.1		2.0
Net Cash Used in Investing Activities	(8,005.0	)	(3,313.0	)
Cash Flows from Financing Activities:
Net Increase in Deposits	941.2		77.6
Net Increase (Decrease) in Federal Funds Purchased	684.2		(1,312.5	)
Net Increase (Decrease) in Securities Sold under Agreements to Repurchase	2,052.3		(803.6	)
Net Decrease in Commercial Paper	—		(19.1	)
Net Increase in Short-Term Other Borrowings	4,812.8		4,419.9
Proceeds from Term Federal Funds Purchased	1,474.5		3,958.3
Repayments of Term Federal Funds Purchased	(1,948.0	)	(3,979.6	)
Proceeds from Senior Notes & Long-Term Debt	102.6		100.7
Repayments of Senior Notes & Long-Term Debt	(123.7	)	(200.1	)
Treasury Stock Purchased	(100.8	)	(62.4	)
Net Proceeds from Stock Options	9.4		14.1
Cash Dividends Paid on Common and Preferred Stock	(93.1	)	(55.9	)
Other, net	5.8		7.9
Net Cash Provided by Financing Activities	7,817.2		2,145.3
Decrease in Cash and Due from Banks	(45.3	)	(1,091.7	)
Cash and Due from Banks at Beginning of Year	1,977.9		2,366.0
Cash and Due from Banks at June 30	$  1,932.6		$  1,274.3
Supplemental Disclosures of Cash Flow Information:
Interest Paid	$      644.3		$      499.7
Income Taxes (Received) Paid	33.4		(.2	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Basis of Presentation — The consolidated financial statements include the accounts of Northern Trust Corporation and its subsidiaries (Northern Trust), all of which are wholly-owned. Significant intercompany balances and transactions have been eliminated. The consolidated financial statements as of June 30, 2000 and 1999 have not been audited by independent public accountants. In the opinion of management, all adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. All such adjustments are of a normal recurring nature. Certain reclassifications have been made to prior periods’ consolidated financial statements to place them on a basis comparable with the current period’s consolidated financial statements. For a description of Northern Trust’s significant accounting policies, refer to Note 1 of the Notes to Consolidated Financial Statements in the 1999 Annual Report to Shareholders.

2.     Securities — The following table summarizes the book and fair values of securities.

	June 30, 2000		December 31, 1999		June 30, 1999
	Book Value	Fair Value	Book Value	Fair Value	Book Value	Fair Value
	(In Millions)
Held to Maturity
US Government	$        54.9	$        54.9	$      55.1	$      55.0	$      55.4	$      55.3
Obligations of States and Political           Subdivisions	459.8	450.1	476.0	466.6	238.9	246.4
Federal Agency	5.9	5.6	.9	.7	2.5	2.4
Other	268.4	264.7	220.7	218.1	204.4	201.9
Subtotal	789.0	775.3	752.7	740.4	501.2	506.0
Available for Sale
US Government	172.5	172.5	192.0	192.0	228.0	228.0
Obligations of States and Political           Subdivisions	15.2	15.2	15.3	15.3	254.6	254.6
Federal Agency	10,034.5	10,034.5	5,105.6	5,105.6	7,697.4	7,697.4
Preferred Stock	111.2	111.2	101.3	101.3	103.3	103.3
Other	64.4	64.4	65.8	65.8	16.9	16.9
Subtotal	10,397.8	10,397.8	5,480.0	5,480.0	8,300.2	8,300.2
Trading Account	12.2	12.2	11.0	11.0	9.1	9.1
Total Securities	$11,199.0	$11,185.3	$6,243.7	$6,231.4	$8,810.5	$8,815.3

Reconciliation of Book Values to Fair Values of Securities Held to Maturity

	June 30, 2000
	Book Value	Gross Unrealized		Fair Value
		Gains	Losses
	(In Millions)
U.S. Government	$  54.9	$—	$  —	$  54.9
Obligations of States and Political Subdivisions	459.8	2.3	12.0	450.1
Federal Agency	5.9	—	.3	5.6
Other	268.4	—	3.7	264.7
Total	$789.0	$2.3	$16.0	$775.3

Reconciliation of Amortized Cost to Fair Values of Securities Available for Sale

	June 30, 2000
	Amortized Cost	Gross Unrealized		Fair Value
		Gains	Losses
	(In Millions)
U.S. Government	$      172.7	$—	$  .2	$      172.5
Obligations of States and Political Subdivisions	16.8	—	1.6	15.2
Federal Agency	10,037.0	1.3	3.8	10,034.5
Preferred Stock	111.6	—	.4	111.2
Other	64.5	—	.1	64.4
Total	$10,402.6	$1.3	$6.1	$10,397.8

Unrealized gains and losses on off-balance sheet financial instruments used to hedge securities available for sale totaled $2.2 million and none respectively, as of June 30, 2000. At June 30, 2000, stockholders’ equity included a charge of $2.3 million, net of tax, to recognize the depreciation on securities available for sale and the related hedges.

3.     Pledged Assets — Securities and loans pledged to secure public and trust deposits, repurchase agreements and for other purposes as required or permitted by law were $14.2 billion on June 30, 2000, $4.9 billion on December 31, 1999 and $11.6 billion on June 30, 1999.

4.    Contingent Liabilities — Standby letters of credit outstanding were $2.0 billion on June 30, 2000, $2.0 billion on December 31, 1999 and $1.8 billion on June 30, 1999.

5.     Loans and Leases — Amounts outstanding in selected loan categories are shown below.

	June 30, 2000	December 31, 1999	June 30, 1999
	(In Millions)
Domestic
Residential Real Estate	$  6,519.5	$  6,257.7	$  6,108.6
Commercial	5,073.0	4,704.1	4,348.5
Broker	275.0	88.8	85.9
Commercial Real Estate	844.3	780.4	742.0
Personal	1,981.4	1,659.9	1,364.0
Other	1,038.6	566.5	847.2
Lease Financing	737.6	691.5	570.9
Total Domestic	16,469.4	14,748.9	14,067.1
International	811.3	625.6	938.9
Total Loans and Leases	$17,280.7	$15,374.5	$15,006.0

At June 30, 2000, other domestic and international loans included $1.3 billion of overnight trust-related advances primarily in connection with next day security settlements, compared with $701.8 million at December 31, 1999 and $1.1 billion at June 30, 1999.

At June 30, 2000, nonperforming loans totaled $54.4 million. Included in this amount were loans with a recorded investment of $53.1 million, which were also classified as impaired. A loan is impaired when, based on current information, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans totaling $6.4 million had no portion of the reserve for credit losses allocated to them, while impaired loans totaling $46.7 million had an allocated reserve of $18.6 million. For the second quarter of 2000, the total recorded investment in impaired loans averaged $54.1 million. There was no interest income recorded on impaired loans for the quarter ended June 30, 2000.

At June 30, 1999, nonperforming loans totaled $44.1 million and included $41.5 million of impaired loans. Of these impaired loans, $6.3 million had no portion of the reserve for credit losses allocated to them while $35.2 million had an allocated reserve of $17.3 million. Total recorded investment in impaired loans for the second quarter of 1999 averaged $31.8 million with $77 thousand of interest income recognized on such loans.

6.     Reserve for Credit Losses — Changes in the reserve for credit losses were as follows:

	Six Months Ended June 30
	2000		1999
	(In Millions)
Balance at Beginning of Period	$150.9		$146.8
Charge-Offs
Commercial Real Estate	—		(.1	)
Other	(6.1	)	(1.2	)
International	—		—
Total Charge-Offs	(6.1	)	(1.3	)
Recoveries	.5		.9
Net Charge-Offs	(5.6	)	(.4	)
Provision for Credit Losses	14.0		5.5
Balance at End of Period	$159.3		$151.9

The reserve for credit losses represents management’s estimate of probable inherent losses which have occurred as of the date of the financial statements. The loan and lease portfolio and other credit exposures are regularly reviewed to evaluate the adequacy of the reserve for credit losses. In determining the level of the reserve, Northern Trust evaluates the reserve necessary for specific nonperforming loans and also estimates losses inherent in other credit exposures.

The result is a reserve with the following components:

Specific Reserve.    The amount of specific reserve is determined through a loan-by-loan analysis of nonperforming loans that considers expected future cash flows, the value of collateral and other factors that may impact the borrower’s ability to pay.

Allocated Inherent Reserve.    The amount of the allocated portion of the inherent loss reserve is based on loss factors assigned to Northern Trust’s credit exposures, which depend upon internal credit ratings. These loss factors primarily reflect management’s judgment concerning the effect of the business cycle on the creditworthiness of Northern Trust’s borrowers, as well as historical charge-off experience.

Unallocated Inherent Reserve.    Management determines the unallocated portion of the inherent reserve based on factors that cannot be associated with a specific credit or loan category. These factors include management’s subjective evaluation of local and national economic and business conditions, portfolio concentration and changes in the character and size of the loan portfolio. The unallocated portion of the inherent reserve reflects management’s attempt to ensure that the overall reserve appropriately reflects a margin for the imprecision necessarily inherent in estimates of expected credit losses.

7.     Net Income Per Common Share Computations — The computation of net income per common share is presented in the following table.

	Second Quarter Ended June 30				Six Months Ended June 30
	2000		1999		2000		1999
	($ In Millions Except Per Share Information)
Basic Net Income Per Common Share
Net Income	$            123.0		$              99.7		$            236.3		$            194.8
Less: Dividends on Preferred Stock	(1.4	)	(1.1	)	(2.7	)	(2.2	)
Net Income Applicable to Common Stock	$            121.6		$              98.6		$            233.6		$            192.6
Average Number of Common Shares Outstanding	221,010,593		221,949,172		221,104,966		221,796,976
Basic Net Income Per Common Share	$                .55		$                .44		$              1.06		$                .87
Diluted Net Income Per Common Share
Net Income Applicable to Common Stock	$            121.6		$              98.6		$            233.6		$            192.6
Average Number of Common Shares Outstanding	221,010,593		221,949,172		221,104,966		221,796,976
Plus Dilutive Potential Common Shares:
Stock Options	7,029,003		6,192,632		6,826,057		6,325,256
Performance Shares	1,655,813		1,420,440		1,592,880		1,390,672
Other Stock Awards	807,855		731,958		788,057		705,426
Average Common and Potential Common Shares	230,503,264		230,294,202		230,311,960		230,218,330
Diluted Net Income Per Common Share	$                .53		$                .43		$              1.01		$                .84

8.     Accounting Standards Pronouncements — In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative’s gains and losses to offset related results on the hedged item in the income statement, and requires that a company formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.

The effective date for adopting the new accounting requirements is January 1, 2001 for calendar year entities. Although early adoption is permitted, Northern Trust plans to adopt the new statement on January 1, 2001.

In June 2000, the FASB issued SFAS No. 138, which amended SFAS No. 133 by addressing a limited number of issues which have caused implementation difficulties. The accounting requirements of SFAS 133 are complex and the Financial Accounting Standards Board continues to respond to interpretation requests. The pending conclusions to interpretive requests may have an impact on current and future hedge strategies. Until these matters are resolved and management has fully evaluated its alternatives, it is not possible to quantify the actual impact that this statement will have on the earnings and financial position of Northern Trust.

Northern Trust has concluded, however, that the hedge strategies used to manage fixed interest rate risk in its loan portfolio are not likely to qualify for the special accounting treatment contemplated by SFAS No. 133. Accordingly, management has begun to implement alternative strategies for managing interest rate risk which have included the termination and run-off of swap contracts used to hedge fixed rate loans and increased utilization of longer-term fixed rate liabilities. Management expects to continue to reduce the reliance on interest rate swaps over the remainder of the year. Based on 1999 swap volumes, current estimates indicate that a reduction in the use of interest rate swaps to manage interest rate risk could reduce net interest income by up to $1.0 million on an annualized basis.

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, which was subsequently amended by Bulletins No. 101A and No. 101B. This bulletin provides the staff’s views in applying generally accepted accounting principles to selected revenue recognition issues, and must be implemented no later than the fourth quarter of fiscal years beginning December 15, 1999.

Northern Trust adheres to generally accepted accounting principles which currently apply to revenue recognition and is in the process of reviewing the views expressed in this Staff Accounting Bulletin. Adoption of this Bulletin is not expected to have a material impact to Northern Trust’s results of operations.

9.     Acquisitions — On May 2, 2000, Northern Trust completed the acquisition of Carl Domino Associates, L.P. Carl Domino Associates, now conducting business as Northern Trust Value Investors, is a registered investment advisor in West Palm Beach, Florida with over $2 billion in assets under management. The purchase price, which is based in part on a formula related to transitioned business, is expected to approximate $22 million and is being paid over a nine-month period.

On May 15, 2000, Northern Trust completed its acquisition of Ulster Bank Investment Services Limited (UBIS), the IFSC (International Financial Services Centre) licensed custody and fund administration subsidiary of Ulster Bank Group, for approximately $12.8 million. UBIS is a provider of trustee/custody, fund administration, fund accounting and shareholder services to global fund sponsors. The business acquired has total assets under administration of approximately $12.7 billion and has been renamed Northern Trust (Ireland) Limited.

Both of the above transactions were recorded under the purchase method of accounting. Goodwill will be amortized over a period of fifteen years.

10.     Business Segments

The tables on page 19 reflecting the earnings contribution of Northern Trust’s business segments for the second quarter and six months ended June 30, 2000 are incorporated by reference.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SECOND QUARTER EARNINGS HIGHLIGHTS

Net income increased 23% to a record $123.0 million from the $99.7 million earned in the second quarter of last year. Net income per common share on a diluted basis also increased 23% to a record $.53 for the second quarter, up from $.43 earned a year ago. This earnings performance produced an annualized return on average common equity (ROE) of 22.81% versus 20.65% reported last year, and an annualized return on average assets (ROA) of 1.44% versus 1.37% in 1999. Record trust fee growth of 29%, driven by strong new business and equity markets that compared favorably with those of a year ago, combined with record levels of foreign exchange profits and net interest income to produce a 25% increase in total revenues.

The 23% earnings per share growth was more than double Northern Trust’s minimum goal of 10%, and the ROE exceeded 20% for the thirteenth consecutive quarter. The productivity ratio reached a record 162%, reflecting the efficiency of Northern Trust’s businesses in generating earnings.

Noninterest Income

Noninterest income increased 30% and totaled $392.9 million for the quarter, accounting for 72% of total taxable equivalent revenue. Trust fees of $305.6 million increased 29% or $69.4 million over the like period of 1999 and represented 78% of noninterest income and 56% of total taxable equivalent revenue. Strong new business and higher market values of trust assets administered drove this fee growth. Trust assets under administration have grown 21% to $1.6 trillion since June 30, 1999. Trust assets under the management of Northern Trust grew at an even greater rate, increasing 29% from the prior year, and totaled $333.0 billion at June 30, 2000. At December 31, 1999, trust assets under administration totaled $1.54 trillion with $299.1 billion under management.

Trust fees are based on the market value of assets managed and administered, the volume of transactions, securities lending volume and spreads, and fees for other services rendered. Asset-based trust fees are typically determined on a sliding scale so that as the value of a client portfolio grows in size, Northern Trust receives a smaller percentage of the increasing value as trust fee income. In addition, certain accounts may be on a fixed annual fee. Therefore, market value or other changes in a portfolio’s size do not typically have a proportionate impact on the level of trust fees. In addition, Corporate and Institutional Services (C&IS) trust relationships are increasingly priced to reflect earnings from activities such as custody-related deposits and foreign exchange trading which are not included in trust fees.

Trust fees from Personal Financial Services (PFS) increased 30% from the prior year level of $117.6 million and totaled $152.6 million for the second quarter. This performance reflects continued strong new business throughout Northern Trust’s national PFS network and equity markets that were somewhat higher overall than those of a year ago. All states in the PFS network recorded increases in trust fees of more than 20% with Arizona and Texas each increasing more than 35%. The Wealth Management Group also had excellent performance, with trust fees increasing 43%. Wealth Management now administers $58.1 billion for significant family asset pools worldwide, up 43% from last year. Total personal trust assets under administration increased $34.0 billion from the prior year and $13.0 billion since December 31, 1999, and totaled $165.0 billion at June 30, 2000. Of the personal trust assets under administration, $97.7 billion is managed by Northern Trust compared to $79.6 billion one year ago and $91.6 billion at December 31, 1999. Net recurring PFS new business sold through June 30, 2000 and expected to transition to PFS throughout the year was $44 million in annualized trust fees, up 33% from the same period last year.

PFS continued its expansion with the opening of four new offices during the quarter. During May, Northern Trust opened the Pinnacle Peak office, located in North Scottsdale, Arizona, and a trust sales office in Las Vegas. These openings mark the ninth full service office in Arizona and Northern Trust’s first entry into Nevada. In addition, during June Northern Trust opened a trust sales office in Austin, Texas, and a full service trust office in Grosse Pointe, Michigan. The Austin facility is the eighth location in Texas, while the Grosse Pointe location is the third office in the state of Michigan. Northern Trust’s network of Personal Financial Services offices now includes 80 locations in eleven states.

Trust fees from Corporate & Institutional Services (C&IS) in the quarter increased 29% and totaled $153.0 million compared to $118.6 million in the year-ago quarter, principally reflecting strong new business. C&IS trust fees are derived from a full range of custody, investment and advisory services rendered to retirement and other asset pools of corporate and institutional clients worldwide, and all of these services contributed to the second quarter fee growth. Fees from asset management increased 33% to $46.7 million, which included $4.7 million of performance-based fees for funds with second quarter fiscal year-ends. These performance-based fees were largely offset by increased performance-based incentive payments to the sub-advisors of these funds, which are reflected in higher other operating expenses for the quarter. Securities lending fees increased 39% to a record $33.4 million from the year-ago quarter while custody fees increased 23% to $48.0 million. The growth in securities lending fees was primarily due to higher lending volumes and the increase in custody fees was driven by new global custody business. Strong new business results increased fees generated by Northern Trust Retirement Consulting, L.L.C., to a record $14.8 million, up 30% from last year’s second quarter. Net recurring new business sold in C&IS through June 30, 2000 and expected to transition during the year was $37 million in annualized trust fees, down 5% from the same period last year. The prior year new business results included record second quarter sales as clients accelerated transitions in order to avoid Year 2000 operational concerns.

Total C&IS trust assets under administration increased to $1.45 trillion at June 30, 2000, up 20% from June 30, 1999 and 4% from December 31, 1999. Of the C&IS trust assets under administration, $235.3 billion is managed by Northern Trust, up 31% from June 30, 1999 and 13% from December 31, 1999. Trust assets under administration included approximately $326 billion of global custody assets.

Two strategic acquisitions were completed in the second quarter. On May 2, 2000, Northern Trust completed the acquisition of Northern Trust Value Investors (formerly Carl Domino Associates, L.P.), providing Northern Trust with a value equity investment management capability to complement its present growth equity style. Northern Trust Value Investors is a registered investment advisor in West Palm Beach, Florida with approximately $2 billion in assets under management. The purchase price, which is based in part on a formula related to transitioned business, is expected to approximate $22 million and is being paid over a nine-month period. On May 15, 2000, Northern Trust completed the previously announced acquisition of Northern Trust (Ireland), Limited, (formerly Ulster Bank Investment Services), from the Ulster Bank Group for approximately $12.8 million. Northern Trust (Ireland), Limited is a premier provider of trustee/custody, fund administration, fund accounting and shareholder services to global fund sponsors. The acquisition enables Northern Trust to offer a seamless package of trustee/custody and fund services in the multinational, European and other global markets. The business acquired has total assets under administration of approximately $12.7 billion, which includes $6.4 billion in assets that were held in custody at Northern Trust prior to the acquisition.

Foreign exchange trading profits were a record $42.1 million for the quarter, up 24% or $8.1 million from the first quarter of 2000 and 45% or $13.2 million from the second quarter of 1999. The current year second quarter benefited from market volatility in the major currencies, including extraordinary volatility in the euro, as well as growth in global assets and a higher level of client transaction volume. In addition, clients increased their use of Northern Trust FX Passport^sm for foreign exchange transactions. This browser-based application enables clients to enter into such transactions with Northern Trust via the Internet and is a key component of Northern Trust’s Passport suite of browser-based Internet products.

Total treasury management revenues, which include both fees and the computed value of compensating deposit balances, totaled $26.8 million, up 9% from last year’s second quarter. The growth was split fairly evenly between paper- and electronic-based products. The fee portion of these revenues accrued in the quarter was $18.2 million, up 5% from $17.3 million in the comparable quarter last year.

Security commissions and trading income increased 9% to $8.3 million from last year, reflecting a higher volume of transactions at Northern Trust Securities, Inc. Other operating income was $18.7 million for the second quarter compared with $12.1 million in the same period of last year, primarily reflecting higher trust deposit-related fees.

Net Interest Income

Net interest income for the quarter totaled $140.8 million, 11% higher than the $126.6 million reported in the second quarter of 1999. Net interest income is defined as the total of interest income and amortized fees on earning assets, less interest expense on deposits and borrowed funds, adjusted for the impact of off-balance sheet hedging activity. When net interest income is adjusted to a fully taxable equivalent (FTE) basis, yields on taxable, nontaxable and partially taxable assets are comparable, although the adjustment to a FTE basis has no impact on net income. Net interest income on a FTE basis for the quarter was $154.1 million, up 13% from the $135.8 million reported in 1999. The increase in net interest income reflects 18% growth in average earning asset levels and a 14% increase in noninterest-related funding sources, primarily demand deposits and equity. The net interest margin decreased slightly to 2.00% versus 2.07% reported in the year-ago quarter due primarily to the increased volume of lower-margin federal agency securities.

Earning assets for the second quarter averaged $30.9 billion, up 18% from the $26.3 billion average for the same quarter of 1999. The $4.6 billion growth in average earning assets was comprised of a $2.1 billion or 15% increase in loans and leases, a 25% or $2.0 billion increase in securities and a 12% or $478 million increase in money market assets.

The loan growth was concentrated predominantly in the domestic portfolio, which increased $2.0 billion to average $15.8 billion, while international loans increased to $626 million from a year ago. Reflecting strong growth in lending to Wealth Management and private banking clients, personal loans increased $509 million or 38% to average $1.8 billion for the quarter. Residential mortgage loans, which represent 39% of the total average loan portfolio, increased $383 million or 6% to average $6.4 billion for the quarter. Commercial and industrial loans averaged $4.9 billion during the quarter compared to $4.4 billion in the second quarter of 1999.

Funding for the growth in earning assets came from several sources. Total interest-bearing deposits averaged $16.5 billion, up 22% or $3.0 billion from the second quarter of 1999. This growth was concentrated primarily in foreign office time deposits, up $2.1 billion as a result of increased global custody activity, savings and money market deposits, up $488 million and in non-personal time deposits, up $423 million. Other interest-related funds averaged $9.8 billion, up $1.0 billion or 12% compared to a year ago, due predominantly to higher levels of treasury, tax and loan balances and borrowings from the Federal Home Loan Bank. Partially offsetting these increases were lower levels of federal funds purchased and securities sold under agreements to repurchase. The balances within these classifications vary based on funding requirements and strategies, interest rate levels, growth in lower cost deposit sources, and the availability of collateral to secure these borrowings. Noninterest-related funds increased 14% to average $4.6 billion, due to growth in common stockholders’ equity resulting from retained earnings and to higher levels of demand deposits.

Provision for Credit Losses

The provision for credit losses of $10.0 million in the second quarter compares to $5.0 million in the same quarter of 1999. For a discussion of the provision and reserve for credit losses, refer to the Asset Quality section beginning on page 22.

Noninterest Expenses

Noninterest expenses totaled $338.2 million for the quarter, an increase of 24% or $66.5 million from the $271.7 million in the year-ago quarter. Approximately one-half of the increase in noninterest expenses related to compensation and employee benefits and was primarily attributable to staff growth, merit increases and performance-based incentives. The balance of the expense growth reflects costs associated with technology investments, including e-commerce initiatives, business promotion, co-administration services provided to Northern Trust’s two mutual fund families and expansion of the PFS office network, as well as higher operating costs relating to the significant growth in transaction volumes. Approximately $3.2 million of operating costs in the quarter resulted from the two acquisitions.

Compensation and employee benefits, which represent approximately 58% of total noninterest expenses, increased to $197.3 million from $164.5 million in the year-ago quarter. The increase was primarily attributable to staff growth, merit increases and performance-based incentives. Performance-based compensation accounted for approximately 47% of the increase in total compensation, principally due to increased costs for incentive plans resulting from strong new business, excellent investment management performance, record net income and the price increase in Northern Trust Corporation common stock compared to a year ago. Staff levels increased from one year ago to support growth initiatives and strong new business in both PFS and C&IS. Staff on a full-time equivalent basis at June 30, 2000 totaled 9,140, up 11% from 8,253 at June 30, 1999. The second quarter acquisitions contributed 100 staff to the increase.

Net occupancy expense totaled $22.2 million, up 23% from $18.1 million in the second quarter of 1999, due to the opening of additional PFS offices over the past twelve months and additional space leased to support business growth. In addition, the Bank completed the $23.5 million acquisition of a building and adjacent land located across the street from the Chicago operations center in January. Prior to the purchase date, the Bank leased approximately 130,000 square feet of this 340,000 square foot building. The principal components of the increase in occupancy expense were higher net rental and maintenance costs, real estate taxes and utilities, building depreciation and amortization expense of leasehold improvements.

Equipment expense, comprised of depreciation, rental and maintenance costs, totaled $18.5 million, up 19% from the $15.6 million reported in the second quarter of 1999. The increases were primarily in depreciation of computer hardware and office furniture, and higher maintenance costs for computers and equipment.

Other operating expenses in the quarter totaled $100.2 million compared to $73.5 million last year. Higher other operating expense levels in 2000 reflect continued investment in technology, costs of providing co-administration services to Northern Trust’s two mutual fund families and expansion of the PFS office network. Higher operating expenses also reflect other costs to support business growth and charges associated with processing errors incurred in servicing and managing financial assets and performing banking activities. The categories most affected by these factors were business development, purchased professional services, software amortization, and other expenses. The components of other operating expenses were as follows:

	Second Quarter Ended June 30
	2000	1999
	(In Millions)
Business Development	$  15.0	$10.7
Purchased Professional Services	34.8	26.7
Telecommunications	4.6	4.3
Postage and Supplies	6.6	6.4
Software Amortization	16.1	11.9
Goodwill and Other Intangibles Amortization	3.8	3.5
Other Expenses	19.3	10.0
Total Other Operating Expenses	$100.2	$73.5

Provision for Income Taxes

The provision for income taxes was $62.5 million for the second quarter compared with $52.5 million in the year-ago quarter. The higher tax provision in 2000 resulted primarily from the growth in taxable earnings for federal income tax purposes. The effective tax rate for the second quarter was 33.7% compared to 34.5% for the second quarter of 1999.

BUSINESS SEGMENTS

The following table reflects the earnings contribution and average assets of Northern Trust’s business segments for the second quarter ended June 30, 2000 and 1999.

	Corporate and Institutional Services				Personal Financial Services				Treasury and Other				Total Consolidated
	2000		1999		2000		1999		2000		1999		2000		1999
	($ In Millions)
Noninterest Income
Trust Fees	$      153.0		$      118.6		$      152.6		$      117.6		$          —		$           —		$      305.6		$      236.2
Other	69.3		51.0		16.0		14.6		2.0		.5		87.3		66.1
Net Interest Income after   Provision for Credit Losses*	45.7		36.4		94.2		93.4		4.2		1.0		144.1		130.8
Noninterest Expenses	160.7		131.0		158.7		132.1		18.8		8.6		338.2		271.7
Income before Income Taxes*	107.3		75.0		104.1		93.5		(12.6	)	(7.1	)	198.8		161.4
Provision for Income Taxes*	41.5		29.4		40.4		37.2		(6.1	)	(4.9	)	75.8		61.7
Net Income	$        65.8		$        45.6		$        63.7		$        56.3		$      (6.5	)	$      (2.2	)	$      123.0		$        99.7
Percentage Net Income   Contribution	53	%	46	%	52	%	56	%	(5	)%	(2	)%	100	%	100	%
Average Assets	$16,696.4		$12,156.0		$13,302.4		$11,745.4		$4,329.4		$5,222.9		$34,328.2		$29,124.3

*Stated on a fully taxable equivalent basis (FTE). Total includes FTE adjustments of $13.3 million for 2000 and $9.2 million   for 1999.

  Note: Certain reclassifications have been made to 1999 financial information to conform to the current year presentation.

  The following table reflects the earnings contribution and average assets of Northern Trust’s business segments for the six   months ended June 30, 2000 and 1999.

	Corporate and Institutional Services				Personal Financial Services				Treasury and Other				Total Consolidated
	2000		1999		2000		1999		2000		1999		2000		1999
	($ In Millions)
Noninterest Income
Trust Fees	$      293.5		$      231.7		$      298.1		$      229.0		$          —		$           —		$      591.6		$      460.7
Other	129.3		99.2		33.3		27.6		1.1		.9		163.7		127.7
Net Interest Income after   Provision for Credit Losses*	88.2		77.7		196.6		181.9		6.1		5.2		290.9		264.8
Noninterest Expenses	309.6		256.6		313.1		261.1		41.6		20.4		664.3		538.1
Income before Income Taxes*	201.4		152.0		214.9		177.4		(34.4	)	(14.3	)	381.9		315.1
Provision for Income Taxes*	78.1		59.5		83.5		70.5		(16.0	)	(9.7	)	145.6		120.3
Net Income	$      123.3		$        92.5		$      131.4		$      106.9		$    (18.4	)	$      (4.6	)	$      236.3		$      194.8
Percentage Net Income   Contribution	52	%	47	%	56	%	55	%	(8	)%	(2	)%	100	%	100	%
Average Assets	$16,200.5		$12,252.9		$12,953.8		$11,502.4		$3,639.8		$5,496.3		$32,794.1		$29,251.6

*Stated on a fully taxable equivalent basis (FTE). Total includes FTE adjustments of $24.7 million for 2000 and $18.1   million for 1999.

  Note: Certain reclassifications have been made to 1999 financial information to conform to the current year presentation.

Corporate and Institutional Services

C&IS net income for the quarter totaled $65.8 million, a 44% increase from the second quarter of 1999. Noninterest income increased 31% to $222.3 million in the second quarter of 2000 from $169.6 million in last year’s second quarter. Trust fees, reflecting strong new business growth, increased 29% to $153.0 million in the current quarter compared to $118.6 million in the year-ago quarter. Other income was $69.3 million, up 36% from $51.0 million in last year’s second quarter. Approximately 70% of the increase in other operating income is due to foreign exchange trading profits, which were up 45% to a record $41.8 million. The remainder of the increase in other income was due primarily to higher treasury management and trust deposit-related fees.

Net interest income after the provision for credit losses, stated on a FTE basis, increased 26% to $45.7 million in the current quarter, from $36.4 million in last year’ s second quarter. Contributing to the improvement was a 35% increase in average earning assets and a lower provision for credit losses, offset in part by a reduction in the net interest margin from 1.62% in last year’s second quarter to 1.33% in the current quarter.

Noninterest expenses were up 23% to $160.7 million in the current quarter due primarily to staff growth, performance-based compensation, business promotion, higher occupancy costs necessary to support business growth, and charges associated with processing errors incurred in servicing and managing financial assets and performing banking activities. Also contributing to the overall expense growth were higher expense allocations for product and operations support.

Personal Financial Services

PFS net income for the quarter increased 13% from a year ago to $63.7 million. Noninterest income increased 27% to $168.6 million in the current quarter from $132.2 million in last year’s second quarter. The increase was due primarily to a 30% increase in trust fees, which totaled $152.6 million in the current quarter, resulting from strong new business growth and from equity markets that were somewhat higher overall than those of a year ago. Other income increased 9% from $14.6 million in last year’s second quarter to $16.0 million in the current quarter, due to a 9% increase in security commissions at Northern Trust Securities, Inc. and higher loan-related and letter of credit fees.

Net interest income after the provision for credit losses, stated on a FTE basis, increased 1% to $94.2 million in the current quarter, due primarily to a $1.3 billion increase in average loan volume, offset in large part by an $8.5 million increase in the provision for credit losses and a reduction in the net interest margin from 3.33% last year to 3.23% in 2000.

Noninterest expenses increased 20% to $158.7 million in the current quarter from $132.1 million in last year’s second quarter. Approximately 43% of the increase related to salaries, incentives and employee benefits, driven by staff growth and performance-based compensation plans, and approximately 45% of the increase resulted from higher expense allocations for product and operations support. In addition, business promotion

costs increased 14% as PFS continued to expand its advertising and special client programs during the quarter. Occupancy costs were 18% higher resulting from both the opening of new PFS offices and the expansion of existing locations.

Treasury and Other

The Treasury Department is responsible for managing the Northern Trust Company’s (Bank) wholesale funding, capital position and interest rate risk, as well as the portfolio of interest rate risk management instruments. It is also responsible for the investment portfolios of the Corporation and the Bank. “Other” corporate income and expenses represent items that are not allocated to the business units and generally represent certain nonrecurring items and certain executive level compensation. Net interest income for the second quarter was unchanged from a year ago. The expense increase is attributable to higher performance-based incentives that were impacted by the price increase in Northern Trust Corporation common stock from a year ago and additional accruals for incentives that will be paid out earlier than anticipated due to the early retirement of certain Bank officers.

SIX MONTH EARNINGS HIGHLIGHTS

Net income per common share increased 20% to $1.01 for the six-month period ended June 30, 2000, up from $.84 last year. Net income increased 21% to $236.3 million from $194.8 million in the year-ago period. The ROE increased to 22.26% from 20.63% last year, while the ROA improved to 1.45% from 1.34% in the same period last year. The productivity ratio was unchanged at 160%.

Total revenues, stated on a FTE basis, increased 23% from 1999 levels. Trust fees totaled $591.6 million, up 28% from $460.7 million last year. Foreign exchange trading profits totaled $76.1 million, up 39% from last year’s performance. Treasury management revenues from both fees and the computed value of compensating deposit balances increased 7% to $52.8 million. The fee portion of these revenues accrued in the period totaled $35.3 million, essentially unchanged from 1999 levels. Security commissions and trading income totaled $17.9 million, up 18% from $15.2 million reported last year. Other operating income totaled $34.4 million in the period compared with $22.5 million in 1999. The increase from the prior year was due primarily to higher loan and trust deposit-related fees.

Net interest income, stated on a FTE basis, totaled $304.9 million, up 13% from $270.3 million reported last year. The $14.0 million provision for credit losses was $8.5 million higher than the $5.5 million required in the first half of 1999. Net loan charge-offs totaled $5.6 million versus $.4 million in the same period of last year. Noninterest expenses were up 23% and totaled $664.3 million compared to $538.1 million a year ago.

BALANCE SHEET

Total assets at June 30, 2000 were $36.8 billion and averaged $34.3 billion for the second quarter, up 18% from last year’s average of $29.1 billion. Due to continued strong credit demand, loans and leases grew to $17.3 billion at June 30, 2000, and averaged $16.4 billion for the quarter. This compares with $15.0 billion in total loans and leases at June 30, 1999 and $14.3 billion on average for the second quarter of last year. Securities totaled $11.2 billion at June 30, 2000 and averaged $10.2 billion for the second quarter, compared to $8.8 billion at June 30, 1999 and $8.1 billion on average in the second quarter of 1999. The increase was primarily in short-term federal agency securities. Money market assets totaled $4.3 billion at June 30, 2000 and averaged $4.4 billion in the second quarter.

Driven by continued strong earnings growth, offset in part by stock repurchases under Northern Trust’s ongoing stock buyback program, common stockholders’ equity increased to $2.18 billion at June 30, 2000 and averaged $2.14 billion for the quarter, up 12% from the $1.92 billion average in last year’s second quarter. Total stockholders’ equity averaged $2.26 billion compared with $2.04 billion in the second quarter of 1999.

During the quarter, the Corporation acquired a total of 836,340 shares at a cost of $56.1 million. An additional 8.3 million shares may be purchased after June 30, 2000 under the current stock buyback program.

Northern Trust’s risk-based capital ratios remained strong at 9.1% for tier 1 capital and 12.3% for total capital at June 30, 2000. These ratios are well above the minimum regulatory requirements of 4% for tier 1 and 8% for total risk-based capital ratios. The leverage ratio (tier 1 capital to second quarter average assets) of 6.8% at June 30, 2000, also exceeded the minimum regulatory requirement of 3%. The Bank’s risk-based capital ratios at June 30, 2000 were 8.1% for tier 1 capital, 11.2% for total capital and 6.1% for the leverage ratio. Each of Northern Trust’s other subsidiary banks had a ratio above 9.7% for tier 1 capital, 10.6% for total risk-based capital, and 6.5% for the leverage ratio.

ASSET QUALITY

Nonperforming assets consist of nonaccrual loans and other real estate owned (OREO). Nonperforming assets at June 30, 2000 totaled $55.4 million, compared with $60.6 million at December 31, 1999 and $45.2 million at June 30, 1999. Domestic nonaccrual loans and leases, consisting primarily of commercial loans, totaled $54.4 million, or .33% of total domestic loans and leases at June 30, 2000. At December 31, 1999 and June 30, 1999, domestic nonaccrual loans and leases totaled $59.3 million and $44.1 million, respectively.

The following table presents the outstanding amounts of nonaccrual loans and OREO. Also shown are loans that have interest or principal payments that are delinquent 90 days or more and are still accruing interest. The balance in this category at any quarter-end can fluctuate widely based on the timing of cash collections, renegotiations and renewals.

	June 30, 2000	March 31, 2000	December 31, 1999	June 30, 1999
	(In Millions)
Nonaccrual Loans
Domestic
Residential Real Estate	$  4.8	$  5.6	$  6.4	$  5.7
Commercial	47.1	48.2	50.3	35.3
Commercial Real Estate	2.0	2.0	1.9	2.2
Personal	.5	.7	.7	.9
Total Domestic	54.4	56.5	59.3	44.1
International	—	—	—	—
Total Nonaccrual Loans	54.4	56.5	59.3	44.1
Other Real Estate Owned	1.0	2.1	1.3	1.1
Total Nonperforming Assets	$55.4	$58.6	$60.6	$45.2
Total 90 Day Past Due Loans (still accruing)	$25.5	$25.2	$15.4	$19.6

Provision and Reserve for Credit Losses

The provision for credit losses is the charge against current earnings that is determined by management, through a disciplined credit review process, as the amount needed to maintain a reserve that is sufficient to absorb credit losses inherent in Northern Trust’s loan and lease portfolios and other credit undertakings. The reserve provides for probable losses that have been identified with specific borrower relationships (specific loss component) and for probable losses that are believed to be inherent in the loan and lease portfolios and other credit undertakings but that have not yet been specifically identified (inherent loss component).

Note 6 to the Consolidated Financial Statements includes a table that analyzes the reserve for credit losses for the six months ended June 30, 2000 and identifies the charge-offs, recoveries and the provision for credit losses during the six-month period ended June 30, 2000. The table on the following page shows (i) the specific reserve, (ii) the allocated portion of the inherent reserve and its components by loan category and (iii) the unallocated portion of the inherent reserve at June 30, 2000, March 31, 2000, December 31, 1999, and June 30, 1999.

ALLOCATION OF THE RESERVE FOR CREDIT LOSSES

	June 30, 2000			March 31, 2000			December 31, 1999			June 30, 1999
	Reserve Amount	Percent of Loans to Total Loans		Reserve Amount	Percent of Loans to Total Loans		Reserve Amount	Percent of Loans to Total Loans		Reserve Amount	Percent of Loans to Total Loans
	($ in millions)
Specific Reserves	$  18.6	—	%	$  19.0	—	%	$  15.0	—	%	$  17.3	—	%
Inherent Reserves
Residential Real Estate	10.1	38		11.3	39		11.5	41		12.6	41
Commercial	79.8	31		73.0	29		73.2	31		65.8	30
Commercial Real Estate	12.8	5		12.6	5		12.2	5		13.4	5
Personal	3.4	11		3.3	12		3.3	11		3.2	9
Other	—	6		—	6		—	4		—	5
Lease Financing	2.9	4		2.9	4		2.9	4		2.9	4
International	4.2	5		4.2	5		3.5	4		3.7	6
Unallocated	27.5	—		28.4	—		29.3	—		33.0	—
Total Inherent Reserve	$140.7	100	%	$135.7	100	%	$135.9	100	%	$134.6	100	%
Total Reserve	$159.3	100	%	$154.7	100	%	$150.9	100	%	$151.9	100	%

Specific Reserve.    At June 30, 2000, the specific component of the reserve stood at $18.6 million, compared to $19.0 million at March 31, 2000. The modest reduction in the specific component of the reserve during the quarter reflects management’s opinion that there has been little change in the loss estimated on the loans classified as impaired.

Allocated Inherent Reserve.    The allocated inherent portion of the reserve increased by a net $5.9 million during the second quarter to $113.2 million at June 30, 2000. The change in this component of the reserve reflects the impact of the migration of certain commercial loans to weaker credit ratings and loan growth during the quarter. Management does not believe that the credit rating adjustments represent a significant change in the overall quality of the loan portfolio.

Unallocated Inherent Reserve.    The unallocated portion of the inherent reserve is based on management’s review of overall factors affecting the determination of probable losses inherent in the portfolio, which are not necessarily captured by the application of historical loss ratios. This portion of the reserve analysis involves the exercise of judgment and reflects considerations such as management’s view that the reserve should have a margin that recognizes the imprecision inherent in the process of estimating expected credit losses. The unallocated inherent portion of the reserve was $27.5 million, a decrease of $.9 million from March 31, 2000, reflecting management’s judgement that there has been little change in the factors affecting this component of the reserve.

Other Factors.    During the quarter ended June 30, 2000, there were no significant changes in concentration of credits that impacted asset quality at the time reserve determinations were made for the quarter. At the time reserve determinations were made, the total amount of the highest risk loans, those rated “6” to “8” (based on Northern Trust’s internal rating scale which closely parallels that of the banking regulators), was $124 million compared to $100 million at March 31, 2000, primarily reflecting rating changes on certain loans.

Total Reserve.    Management’s evaluation of the factors above resulted in a total reserve for credit losses of $159.3 million at June 30, 2000 compared to $154.7 million at March 31, 2000. The increase primarily reflects higher losses estimated on certain commercial loans and on loan growth. Based on management’s assessment, there has been little change in the level of overall risk in Northern Trust’s credit exposures. The reserve as a percentage of total loans declined to .92% at June 30, 2000 from .94% at March 31, 2000.

Provision.    The provision for credit losses was affected by the factors described above. In addition, the provision was affected by the rapid deterioration of one $26 million commercial loan which was sold during the quarter, resulting in a net charge-off of $5.4 million against the reserve. The provision for credit losses of $10.0 million for the second quarter of 2000 compares to $5.0 million in the prior year quarter.

MARKET RISK MANAGEMENT

As described in the 1999 Annual Report to Shareholders, Northern Trust manages its interest rate risk through measurement techniques which include simulation of earnings, simulation of the economic value of equity, and gap analysis. Also, as part of its risk management activities, it regularly measures the risk of loss associated with foreign currency positions using a value at risk model.

Based on this continuing evaluation process, Northern Trust’s interest rate risk position and the value at risk associated with the foreign exchange trading portfolio have not changed significantly since December 31, 1999.

FORWARD-LOOKING INFORMATION

This report contains statements that may be considered forward-looking, such as the discussion of Northern Trust’s financial goals, expansion and business development plans, business prospects and positioning with respect to market and pricing trends, new business results and outlook, credit quality, planned capital expenditures and technology spending, and the effect of various matters (including changes in accounting standards and interpretations) on Northern Trust’s business. These statements speak of Northern Trust’s plans, goals, beliefs or expectations, refer to estimates or use similar terms. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many uncertainties including:

· The future health of the U.S. and international economies and other economic factors that affect wealth creation, investment and savings patterns, and Northern Trust’s interest rate risk exposure and credit risk.

· Changes in U.S. and worldwide securities markets, with respect to the market values of financial assets, the stability of particular securities markets and the level of volatility in certain markets such as foreign exchange.

· Regulatory developments and changes in accounting requirements or interpretations in the U.S. and other countries where Northern Trust has significant business.

· Changes in the nature of Northern Trust’s competition resulting from industry consolidation, enactment of the G ramm-Leach-Bliley Act of 1999, and other regulatory developments or other factors, as well as actions taken by particular competitors.

· Northern Trust’s success in continuing to generate new business in its existing markets, as well as its success in identifying and penetrating targeted markets, through acquisition or otherwise, and generating a profit in those markets in a reasonable time.

· Northern Trust’s ability to continue to generate superior investment results for clients and continue to develop its array of investment products, internally or through acquisition, in a manner that meets clients’ needs.

· Northern Trust’s success in further developing and implementing initiatives that integrate the Internet into methods of product distribution, new business development and client service.

· Northern Trust’s ability to continue to fund and accomplish technological innovation, improve processes and controls and attract and retain capable staff in order to deal with technology challenges and increasing volume and complexity in many of its businesses.

· Northern Trust’s success in integrating recent and future acquisitions and using the acquired businesses to execute its business strategy.

· The ability of each of Northern Trust’s principal businesses to maintain a product mix that achieves satisfactory margins.

· Changes in tax laws or other legislation that could affect Northern Trust’s personal and institutional asset administration businesses such as the proposed repeal of the federal estate tax.

Some of these uncertainties that may affect future results are discussed in more detail in the section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” captioned “Risk Management” in the 1999 Annual Report to Stockholders (pp. 35-44) and in the sections of “Item 1 — Business” of the 1999 Annual Report on Form 10-K captioned “ Government Policies”, “Competition” and “Regulation and Supervision” (pp. 6-12). All forward-looking statements included in this report are based upon information presently available, and Northern Trust assumes no obligation to update any forward-looking statement.

THIS PAGE INTENTIONALLY LEFT BLANK

The following schedule should be read in conjunction with the Net Interest Income section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CONSOLIDATED AVERAGE STATEMENT OF CONDITION

WITH ANALYSIS OF NET INTEREST INCOME

	Second Quarter
	2000					1999
	Interest	Volume		Rate		Interest	Volume		Rate
	(Interest and rate on a taxable equivalent basis)
	($ in Millions)
Average Earning Assets
Money Market Assets
Federal Funds Sold and Resell Agreements	$  13.7	$      859.4		6.38	%	$  11.4	$      934.6		4.88	%
Time Deposits with Banks	44.8	3,487.7		5.17		33.2	2,902.8		4.59
Other Interest-Bearing	.5	27.6		7.30		.7	59.5		5.01
Total Money Market Assets	59.0	4,374.7		5.42		45.3	3,896.9		4.67
Securities
U.S. Government	3.4	235.0		5.85		4.0	306.7		5.23
Obligations of States and Political Subdivisions	9.9	481.2		8.21		9.9	502.8		7.87
Federal Agency	148.1	9,032.1		6.59		88.2	7,022.9		5.04
Other	7.6	413.9		7.43		4.6	289.7		6.33
Trading Account	.2	12.4		7.48		.2	14.3		6.85
Total Securities	169.2	10,174.6		6.69		106.9	8,136.4		5.27
Loans and Leases	285.0	16,375.4		7.00		227.0	14,271.2		6.38
Total Earning Assets	$513.2	$30,924.7		6.67	%	$379.2	$26,304.5		5.78	%
Reserve for Credit Losses	—	(157.0	)	—		—	(149.6	)	—
Cash and Due from Banks	—	1,550.2		—		—	1,256.9		—
Other Assets	—	2,010.3		—		—	1,712.5		—
Total Assets	—	$34,328.2		—		—	$29,124.3		—
Average Source of Funds
Deposits
Savings and Money Market	$  50.4	$  5,247.8		3.86	%	$  36.4	$  4,759.9		3.07	%
Savings Certificates	31.5	2,196.3		5.77		28.5	2,161.2		5.28
Other Time	17.4	1,139.6		6.14		8.6	716.4		4.85
Foreign Offices Time	105.0	7,944.3		5.32		61.2	5,869.7		4.18
Total Deposits	204.3	16,528.0		4.97		134.7	13,507.2		4.00
Federal Funds Purchased	26.5	1,681.5		6.35		38.5	3,237.0		4.77
Securities Sold Under Agreements to Repurchase	22.7	1,475.8		6.19		21.5	1,832.9		4.71
Commercial Paper	2.1	136.3		6.32		1.7	139.8		4.86
Other Borrowings	78.8	5,087.7		6.22		27.4	2,167.0		5.07
Senior Notes	8.6	500.0		6.86		7.8	640.6		4.88
Long-Term Debt	11.3	638.4		7.03		8.0	458.6		6.93
Debt-Floating Rate Capital Securities	4.8	267.6		7.11		3.8	267.5		5.64
Total Interest-Related Funds	359.1	26,315.3		5.49		243.4	22,250.6		4.39
Interest Rate Spread	—	—		1.18	%	—	—		1.39	%
Noninterest-Related Funds	—	4,622.5		—		—	4,006.2		—
Other Liabilities	—	1,125.7		—		—	832.3		—
Stockholders’ Equity	—	2,264.7		—		—	2,035.2		—
Total Liabilities and Stockholders’ Equity	—	$34,328.2		—		—	$29,124.3		—
Net Interest Income/Margin	$154.1	—		2.00	%	$135.8	—		2.07	%

ANALYSIS OF NET INTEREST INCOME CHANGES DUE TO VOLUME AND RATE

	Second Quarter 2000/99				Six Months 2000/99
	Change Due To				Change Due To
	Volume	Rate		Total	Volume	Rate		Total
	(In Millions)
Earning Assets	$74.6	$59.4		$134.0	$105.1	$97.0		$202.1
Interest-Related Funds	54.3	61.4		115.7	62.8	104.7		167.5
Net Interest Income	$20.3	$(2.0	)	$  18.3	$  42.3	$(7.7	)	$  34.6

NORTHERN TRUST CORPORATION

Six Months
2000					1999
Interest	Volume		Rate		Interest	Volume		Rate
$  24.7	$     814.9		6.09	%	$  25.5	$  1,054.2		4.87	%
92.0	3,598.3		5.14		73.7	3,189.3		4.66
1.5	42.9		7.03		1.7	71.5		4.92
118.2	4,456.1		5.33		100.9	4,315.0		4.72
7.0	242.6		5.79		8.5	309.4		5.51
19.9	484.3		8.22		20.0	507.0		7.92
252.0	7,954.7		6.37		168.5	6,697.0		5.07
15.2	402.7		7.60		9.3	285.7		6.56
.4	12.0		7.58		.4	13.4		6.91
294.5	9,096.3		6.51		206.7	7,812.5		5.33
547.7	15,976.3		6.89		450.7	14,175.7		6.41
$960.4	$29,528.7		6.54	%	$758.3	$26,303.2		5.81	%
—	(155.0	)	—		—	(148.7	)	—
—	1,475.7		—		—	1,363.3		—
—	1,944.7		—		—	1,733.8		—
—	$32,794.1		—		—	$29,251.6		—
$  95.7	$  5,207.1		3.69	%	$  71.7	$  4,692.7		3.08	%
62.9	2,234.9		5.66		57.7	2,174.9		5.35
28.5	964.4		5.94		15.4	638.8		4.87
201.7	7,905.5		5.13		124.3	5,921.3		4.23
388.8	16,311.9		4.79		269.1	13,427.7		4.04
65.4	2,185.5		6.02		80.1	3,385.3		4.77
39.9	1,360.1		5.91		47.1	2,014.9		4.72
4.2	137.6		6.17		3.4	139.1		4.91
108.1	3,568.0		6.09		47.8	2,030.9		4.74
17.2	506.0		6.79		17.0	693.4		4.91
22.6	641.5		7.03		15.9	458.4		6.93
9.3	267.6		6.91		7.6	267.5		5.68
655.5	24,978.2		5.28		488.0	22,417.2		4.39
—	—		1.26	%	—	—		1.42	%
—	4,517.1		—		—	3,993.1		—
—	1,068.7		—		—	839.1		—
—	2,230.1		—		—	2,002.2		—
—	$32,794.1		—		—	$29,251.6		—
$304.9	—		2.08	%	$270.3	—		2.07	%

Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

The information called for by this item is incorporated herein by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk Management” on page 25 of this document.

PART II — OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

(a)	Exhibits
	(3)      Articles of Incorporation and By-Laws:
		(i)	Amendment to Restated Certificate of Incorporation of Northern Trust Corporation.
		(ii)	Restated Certificate of Incorporation of Northern Trust Corporation as Amended to Date.
	(10)  Material Contracts:

	(i)	Northern Trust Corporation (2000) Annual Performance Plan.
	(ii)	Amendment dated as of May 16, 2000 to the Restated Northern Trust Corporation Supplemental Employee Stock Ownership Plan as amended and restated as of July 20, 1999.
	(iii)	Amendment dated as of May 16, 2000 to the Restated Northern Trust Corporation Supplemental Thrift-Incentive Plan as amended and restated as of July 20, 1999.
	(iv)	Amendment dated as of May 16, 2000 to the Restated Northern Trust Corporation Supplemental Pension Plan as amended and restated as of July 20, 1999.
	(v)	Amendment dated as of May 16, 2000 to the Deferred Compensation Plans Trust Agreement dated as of May 11, 1998 between Northern Trust Corporation and Harris Trust and Savings Bank as Trustee (effective August 11, 1999, U.S. Trust Company, N.A. as successor trustee).
	(vi)	Amendment dated as of May 16, 2000 to the Northern Trust Corporation Deferred Compensation Plan dated as of May 1, 1998.
	(vii)	Amendment effective as of April 1, 2000 to the Northern Trust Employee Stock Ownership Plan as amended and restated effective January 1, 1989.
(99)  Additional Exhibits:
	(i)	Corporate Governance Guidelines Adopted May 16, 2000 (supercedes Exhibit 99 (i) filed with the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).

(b)	Reports on Form 8-K
	In a report on Form 8-K filed April 17, 2000, Northern Trust Corporation incorporated in Item 5 its April 17, 2000 press release, reporting on its earnings for the first quarter of 2000. The press release, with summary financial information, was filed pursuant to Item 7.

SIGNATURES

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

NORTHERN TRUST CORPORATION

(Registrant)

Date: August 10, 2000

By:  /s/  Perry R. Pero        

Perry R. Pero

Vice Chairman

and Chief Financial Officer

Date: August 10, 2000

By:  /s/  Harry W. Short        

Harry W. Short

Executive Vice President and Controller

(Chief Accounting Officer)

EXHIBIT INDEX

     The following exhibits have been filed herewith:

Exhibit Number	Description
(3)	Articles of Incorporation and By-Laws:
	(i)	Amendment to Restated Certificate of Incorporation of Northern Trust Corporation.
	(ii)	Restated Certificate of Incorporation of Northern Trust Corporation as Amended to Date.
(10)	Material Contracts:

	(i)	Northern Trust Corporation (2000) Annual Performance Plan.
	(ii)	Amendment dated as of May 16, 2000 to the Restated Northern Trust Corporation Supplemental Employee Stock Ownership Plan as amended and restated as of July 20, 1999.
	(iii)	Amendment dated as of May 16, 2000 to the Restated Northern Trust Corporation Supplemental Thrift-Incentive Plan as amended and restated as of July 20, 1999.
	(iv)	Amendment dated as of May 16, 2000 to the Restated Northern Trust Corporation Supplemental Pension Plan as amended and restated as of July 20, 1999.
	(v)	Amendment dated as of May 16, 2000 to the Deferred Compensation Plans Trust Agreement dated as of May 11, 1998 between Northern Trust Corporation and Harris Trust and Savings Bank as Trustee (effective August 11, 1999, U.S. Trust Company, N.A. as successor trustee).
	(vi)	Amendment dated as of May 16, 2000 to the Northern Trust Corporation Deferred Compensation Plan dated as of May 1, 1998.
	(vii)	Amendment effective as of April 1, 2000 to the Northern Trust Employee Stock Ownership Plan as amended and restated effective January 1, 1989.
(99)	Additional Exhibits:
	(i)	Corporate Governance Guidelines Adopted May 16, 2000 (supercedes Exhibit 99 (i) filed with the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).

EX-3.(I) 2 0002.txt AMENDED TO RESTATED CERT. OF INCORPORATION Exhibit 3(i) CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN TRUST CORPORATION NORTHERN TRUST CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that: (1) The Corporation is regulated under the Bank Holding Company Act of 1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be amended. (2) At a meeting of the Board of Directors of the Corporation held on January 18, 2000, resolutions were adopted setting forth a proposed amendment of the Restated Certificate of Incorporation, declaring the amendment to be advisable and directing that the amendment be considered at a meeting of stockholders of the Corporation. The resolutions setting forth the proposed amendment are as follows: BE IT RESOLVED, that the Board of Directors of Northern Trust Corporation declares it advisable that the first sentence of Article FOURTH of the Restated Certificate of Incorporation be amended to increase the number of shares of common stock and the total number of shares which the Corporation has the authority to issue by 280,000,000 shares, so that the first sentence of Article FOURTH would read in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 570,000,000 shares, which are divided into two classes as follows: 10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value per share." FURTHER RESOLVED, that the foregoing proposed amendment be submitted to the stockholders of the Corporation for their consideration and approval at the 2000 annual meeting of stockholders of the Corporation. FURTHER RESOLVED, that upon approval of the foregoing proposed amendment by the stockholders of the Corporation, the proper officers of the Corporation are authorized and directed to execute and acknowledge, to file in the office of the Secretary of State of Delaware, and to cause to be recorded, in the manner provided by law, a Certificate of Amendment to the Restated Certificate of Incorporation with respect to the foregoing amendment. FURTHER RESOLVED, that the officers of the Corporation are hereby authorized and directed to execute and deliver all such certificates, agreements, statements, documents and other instruments, and to perform any and all acts and things, which the officers or any of them may deem necessary or advisable in order to carry out the purposes and intent of these resolutions. (3) Thereafter, pursuant to such resolutions of its Board of Directors, the stockholders of the Corporation, at a meeting held on April 18, 2000, adopted the proposed amendment by voting the number of shares required by the statute in favor of the proposed amendment. (4) The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. (5) Accordingly, there has now been given all corporate authorization necessary to cause the first sentence of Article FOURTH of the Restated Certificate of Incorporation to provide as follows: "The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 570,000,000 shares, which are divided into two classes as follows: 10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value per share." (6) The Capital of the Corporation will not be reduced under or by reason of the amendment. IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate to be signed and attested by its duly authorized officers, this 28th day of April, 2000. NORTHERN TRUST CORPORATION By: /s/ William A. Osborn ------------------------------------ William A. Osborn Chairman and Chief Executive Officer Attest: /s/ Peter L. Rossiter Peter L. Rossiter Executive Vice President, General Counsel and Assistant Secretary EX-3.(II) 3 0003.txt RESTATED CERTIFICATION OF INCORPORATION EXHIBIT (3)(ii) RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN TRUST CORPORATION NORTHERN TRUST CORPORATION, a Corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Northern Trust Corporation. The date of filing its original Certificate of Incorporation, under the name Nortrust Corporation, with the Secretary of State was August 23, 1971. 2. This Restated Certificate of Incorporation restates and integrates and does not further amend the provisions of the Certificate of Incorporation as heretofore amended of this Corporation, and there is no discrepancy between this Restated Certificate of Incorporation and the Certificate of Incorporation as heretofore amended of this Corporation. 3. The text of the Certificate of Incorporation is restated hereby to read as herein set forth in full: RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN TRUST CORPORATION ARTICLE FIRST Name The name of the Corporation is Northern Trust Corporation. ARTICLE SECOND Registered Office The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE THIRD Purposes The nature of the business to be conducted or promoted and the purposes of the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE FOURTH Capital Stock Classes The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 71,000,000 shares, which are divided into two classes as follows: 1,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 70,000,000 shares of Common Stock (Common Stock) $1.66-2/3 par value per share. The designations, voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of the above classes of stock are as follows: I Preferred Stock 1. Issuance in Series. Shares of Preferred Stock may be issued in one or more series at such time or times, and for such consideration or considerations as the Board of Directors may determine. All shares of any one series of Preferred Stock will be identical with each other in all respects, except that shares of any one series issued at different times may differ as to dates from which dividends thereon may be cumulative. All series will rank equally and be identical in all respects, except as permitted by the following provisions of paragraph 2 of this Division I. 2. Authority of the Board with respect to Series. The Board of Directors is authorized, at any time and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in this Restated Certificate of Incorporation or any amendment thereto including, but not limited to, determination of any of the following: (a) the distinctive serial designation and the number of shares constituting a series; -2- (b) the dividend rate or rates, whether dividends are cumulative and, if so, from which date, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends; (c) the voting powers, full or limited, if any, of the shares of the series; (d) whether the shares are redeemable and, if so, the price or prices at which, and the terms and conditions on which, the shares may be redeemed; (e) the amount or amounts payable upon the shares in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation prior to any payment or distribution of the assets of the Corporation to any class or classes of stock of the Corporation ranking junior to the Preferred Stock; (f) whether the shares are entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of shares of a series and, if so entitled, the amount of the fund and the manner of its application, including the price or prices at which the shares may be redeemed or purchased through the application of the fund; (g) whether the shares are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and the adjustments thereof, if any, at which the conversion or exchange may be made, and any other terms and conditions of the conversion or exchange; and (h) any other preferences, privileges and powers, and relative participating, optional or other special rights, and qualifications, limitations or restrictions of a series, as the Board of Directors may deem advisable and as are not inconsistent with the provisions of this Restated Certificate of Incorporation. 3. Dividends. Before any dividends on any class or classes of stock of the Corporation ranking junior to the Preferred stock (other than dividends payable in shares of any class or classes of stock of the Corporation ranking junior to the Preferred Stock) may be declared or paid or set apart for payment, the holders of shares of Preferred Stock of each series are entitled to such cash dividends, but only when and as declared by the Board of Directors out of funds legally available therefor, as they may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors providing for the issue of the series, payable on such dates in each year as may be fixed in the resolution or resolutions. The term "class or classes of stock of the Corporation ranking junior to the Preferred Stock" means the Common Stock and any other class or classes of stock of the Corporation hereafter authorized which rank junior to the Preferred Stock as to dividends or upon liquidation. -3- 4. Reacquired Shares. Shares of Preferred Stock which have been issued and reacquired in any manner by the Corporation (excluding, until the Corporation elects to retire them, shares which are held as treasury shares but including shares redeemed, shares purchased and retired and shares which have been converted into shares of Common Stock) will have the status of authorized and unissued shares of Preferred Stock and may be reissued. 5. Voting Rights. Unless and except to the extent otherwise required by law or provided in the resolution or resolutions of the Board of Directors creating any series of Preferred Stock pursuant to this Division I, the holders of the Preferred Stock shall have no voting power with respect to any matter whatsoever. In no event shall the Preferred Stock be entitled to more than one vote in respect of each share of stock except as may be required by law or by this Restated Certificate of Incorporation. 6. Outstanding or Reserved for Issuance Preferred Stock. (a) Series A Junior Participating Preferred Stock 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 350,000. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock. 2. Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $1.66-2/3 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $31.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash -4- dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $31.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividends Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. -5- 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein, in any Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) Except as set forth herein, or as otherwise provided by law, holders of Series A preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; -6- (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time in such manner. 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth in this Restated Certificate of Incorporation or in any Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law. 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $25,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (B) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay -7- any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred stock were entitled immediately prior to such event under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable. 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation's Preferred Stock, unless the terms of any such series shall provide otherwise. 10. Amendment. This Restated Certificate of Incorporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class. -8- (b) Auction Preferred Stock, Series C PART I 1. Designation. The designation of said series of Preferred Stock shall be Auction Preferred Stock, Series C (the "Series C Stock"). The number of shares of Series C Stock shall be 600. The stated value of the Series C Stock shall be $100,000 per share. 2. Dividends. (a) The Holders (as defined in Section 8 of this Part I) shall be entitled to receive; when and as declared by the Board of Directors (as defined in Section 8 of this Part I) out of funds legally available therefor, cumulative cash dividends, at the Applicable Rate (as defined in subparagraph (c)(i) of this Section 2) per annum, determined as set forth below, and no more, payable on the respective dates set forth below. (b)(i) Dividends on shares of Series C Stock at the Applicable Rate per annum shall accrue from the Date of Original Issue (as defined in Section 8 of this Part I). Accrued dividends shall be payable, when and as declared by the Board of Directors, commencing on September 2, 1987, and on October 28, 1987 and on each succeeding seventh Wednesday thereafter, except that if: (A)(l) the Securities Depository (as defined in Section 1 of Part II of this paragraph 6(b) of Article Fourth) shall not have advised the Trust Company (as defined in Section 8 of this Part I) at least five Business Days prior to such Wednesday that it will make available to its participants and members on Dividend Payment Dates, in funds immediately available in New York City, the amount due as dividends on such Dividend Payment Dates, and (2)(X) such Wednesday is not a Business Day (as defined in Section 8 of this Part I), (Y) the Thursday following such Wednesday is not a Business Day or (Z) both the Tuesday and the Monday preceding such Wednesday are not Business Days, then on the first Business Day that (i) is preceded by a Business Day that is, or falls after, such preceding Monday and (ii) is immediately followed by a Business day; or (B)(l) the Securities Depository shall have advised the Trust Company at least five Business Days prior to such Wednesday that it will make available to its participants and members on Dividend Payment Dates, in funds immediately available in New York City, the amount due as dividends on such Dividend Payment Dates and (2)(X) such Wednesday is not a Business Day or (Y) both the Tuesday and the Monday preceding such Wednesday are not Business Days, then on the first Business Day after such Wednesday that is preceded by a Business Day that is, or falls after, such preceding Monday; provided, however, that the Board of Directors, in the event of a change in law lengthening the minimum holding period (currently found in Section 246(c) of the Code (as defined in Section 8 of this Part I)) required for taxpayer's to be entitled to the dividends received deduction on -9- preferred stock held by nonaffiliated corporations (currently found in Section 243(a) of the Code), shall adjust the period of time between Dividend Payment Dates (as hereinafter defined) so as, subject to clauses (A) and (B) of this subparagraph (b)(i), to adjust uniformly the number of days (such number of days without giving effect to such clauses (A) and (B) being hereinafter referred to as "Dividend Period Days") in Dividend Periods (as defined in subparagraph (c)(i) of this Section 2) commencing after the date of such change in law to exceed the then current minimum holding period, provided that the number of Dividend Period Days shall not exceed by more than nine days the length of such then current minimum period and in no event shall exceed 98 days and that dividends shall continue to be payable, subject to clauses (A) and (B), on Wednesdays (each date of payment of dividends being herein referred to as a "Dividend Payment Date" and the first Dividend Payment Date being herein referred to as the "Initial Dividend Payment Date"). Upon any such change in the number of Dividend Period Days as a result of a change in law, the Corporation shall publish notice of such change in a newspaper of general circulation to the financial community in The City of New York, New York, which carries financial news and is customarily published on each Business Day and shall mail notice of such change by first class mail, postage prepaid, to each Holder at such Holder's address as the same appears on the stock register of the Corporation. (ii) As long as the Applicable Rate is based on the results of an Auction (as defined in Section 8 of this Part I), the Corporation shall pay to the Paying Agent (as defined in Section 8 of this Part I) not later than 12:00 noon, New York City time, on the Business Day next preceding each Dividend Payment Date, an aggregate amount of funds available on the next Business Day in The City of New York, New York, equal to the dividends to be paid to all Holders on such Dividend Payment Date. All such moneys shall be held in trust for the payment of such dividends by the Paying Agent for the benefit of the Holders specified in subparagraph (iii) of this paragraph (b). (iii) Each dividend shall be payable to the Holders as their names appear on the stock register of the Corporation on the Business Day next preceding the Dividend Payment Date thereof; provided, however, that if a Rate Adjustment Event (as defined in Section 8 of this Part I) shall have occurred and shall not have been cured by paying all dividends accrued and unpaid and unpaid redemption payments, such dividend shall be paid to such Holders as their names appear on the stock register of the Corporation on such date, not exceeding 15 days preceding the payment date thereof, as may be fixed by the Board of Directors. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the stock register of the Corporation on such date, not exceeding 15 days preceding the payment date thereof, as may be fixed by the Board of Directors. (c)(i) The dividend rate of shares of Series C Stock shall be 4.85% per annum during the period from and after the Date of Original Issue to and including the Initial Dividend Payment Date (the "Initial Dividend Period"). Commencing on the Initial Dividend Payment Date, the dividend rate on shares of Series C Stock for each subsequent dividend period (hereinafter referred to as a "Subsequent Dividend Period" and collectively as "Subsequent Dividend Periods"; and the Initial Dividend Period or any Subsequent Dividend Period being hereinafter referred to as a "Dividend Period" and collectively as "Dividend Periods") thereafter, which Subsequent Dividend Periods shall commence on the day that is the last day of the preceding Dividend Period and shall end on and include the next succeeding Dividend Payment date, shall be equal to the rate per -10- annum that results from implementation of the Auction Procedures (as defined in Section 8 of this Part I); provided, however, that if a Rate Adjustment Event shall have occurred and shall not have been cured by paying all accrued and unpaid dividends and unpaid redemption payments prior to the first day of such Subsequent Dividend Period, the dividend rate for such Subsequent Dividend Period shall be a rate per annum equal to 175% of the 60-day "AA" Composite Commercial Paper Rate (the rate per annum at which dividends are payable on shares of Series C Stock for any Dividend Period being herein referred to as the "Applicable Rate"). Any amount of such dividend or redemption price not paid when due but paid within three business days after such due date shall incur a late charge to be paid therewith and calculated for such period of nonpayment at an annualized rate of 175% of the 60-day "AA" Composite Commercial Paper Rate applied to the amount of such non-payment. (ii) The amount of dividends per share accrued and payable on shares of Series C Stock for each Dividend Period shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction, the numerator of which shall be the number of days in such Dividend Period (calculated by counting the first day thereof but excluding the last day thereof) and the denominator of which shall be 360 and applying the rate obtained against $100,000; and the amount of dividends per share accrued for any part of any Dividend Period shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction the numerator of which shall be the number of days in such part of such Dividend Period (calculated by counting the first day thereof but excluding the last day thereof) and the denominator of which shall be 360 and applying the rate obtained against $100,000. (iii) The Applicable Rate for each Subsequent Dividend Period shall be published not later than the fifth Business Day next succeeding the first day of such Subsequent Dividend Period in a newspaper of general circulation to the financial community in The City of New York, New York, which carries financial news and is customarily published on each Business Day. (d)(i) No full dividends shall be declared or paid or set apart for payment on Preferred Stock of any series ranking, as to dividends, on a parity with or junior to the Series C Stock for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series C Stock for all Dividend Periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full, as aforesaid, upon the Series C Stock and any other Preferred Stock ranking on a parity as to dividends with the Series C Stock, all dividends declared upon the Series C Stock and any other Preferred Stock ranking on a parity as to dividends with the Series C Stock shall be declared pro rata so that the amount of dividends declared per share on the Series C Stock and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series C Stock and such other Preferred Stock bear to each other. Holders of Series C Stock shall not be entitled to any dividend, whether payable in cash, property or stocks, in excess of the full cumulative dividends, as herein provided, on the Series C Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payments on the Series C Stock which may be in arrears. (ii) So long as any shares of Series C Stock are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to Series C stock as to dividends and upon liquidation and other than as provided in subparagraph (i) of this paragraph (d)) shall be declared or paid or set aside for payment or other distribution declared or made upon the -11- Common Stock or upon any other stock ranking junior to or on a parity with the Series C Stock as to dividends or upon liquidation, nor shall any Common Stock or any other stock of the Corporation ranking junior to or on a parity with the Series C Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to the Series C Stock as to dividends and upon liquidation) unless, in each case, the full cumulative dividends on all outstanding shares of Series C Stock shall have been paid for all past Dividend Periods. 3. Voting The Series C Stock shall not have any voting powers, either full or limited, except that: (a) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of Preferred Stock shall vote together as a separate class, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of this Restated Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designations or any similar document relating to any series of Preferred Stock) which would adversely affect the powers, preferences, rights or privileges of the Preferred Stock; provided, however, that if any such amendment, alteration or repeal would adversely affect the powers, preferences, rights or privileges of one or more series of the Preferred Stock, but shall not so affect the entire class, then only the shares of the one or more series so affected shall be considered to be a separate class entitled to vote upon or consent to such amendment, alteration or repeal; (b) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the Series C Stock and all other series of Preferred Stock ranking on a parity with the Series C Stock, either as to dividends or upon liquidation, at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of Series C Stock and such other series of Preferred Stock shall vote together as a single class without regard to series, shall be necessary for authorizing, effecting or validating the creation, authorization or issue of any shares of any class of stock of the Corporation ranking prior to the Series C Stock as to dividends or upon liquidation, or the reclassification of any authorized stock of the Corporation into any such prior shares, or the creation, authorization or issue of any obligation or security convertible into or evidencing the right to purchase any such prior shares; and (c) If at the time of any annual meeting of stockholders for the election of directors a default in preference dividends on the Preferred Stock shall exist, the number of directors constituting the Board of Directors shall be increased by two, and the holders of the Preferred Stock of all series shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of Common Stock, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (herein called a "Preferred Director") shall continue to serve as such director for the full term for -12- which he shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at a meeting of the stockholders, or of the holders of shares of Preferred Stock, called for that purpose. So long as a default in preference dividends on the Preferred Stock shall exist, (A) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (B)) by an instrument in writing signed ny the remaining Preferred Director and filed with the Corporation and (B) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any series of the Preferred Stock shall be equivalent to six full quarter-yearly dividends (which, with respect to the Series C Stock, shall be deemed to be dividends in respect of a number of Dividend Periods containing not less than 540 days) or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding quarterly dividend period. 4. Redemption. (a)(i) The Series C Stock may be redeemed, at the option of the Corporation, as a whole or from time to time in part, on any Dividend Payment Date at a redemption price of $100,000 per share plus an amount equal to accrued and unpaid dividends thereon (whether or not earned or declared) to the date fixed for redemption. (ii) If fewer than all of the outstanding shares of Series C Stock are to be redeemed pursuant to subparagraph (i) of this paragraph (a), the number of shares to be redeemed shall be determined by the Board of Directors, and such shares shall be redeemed pro rata from the Holders in proportion to the number of such shares held by such Holders (with adjustments to avoid redemption of fractional shares). (b) If the Corporation shall redeem shares of Series C Stock pursuant to paragraph (a) of this Section 4, notice of such redemption shall be given by publication at least once in a newspaper printed in the English language and customarily published on each Business Day and, whenever published, of general circulation in Chicago, Illinois, such publication to be not less than 15 nor more than 45 days prior to the date fixed for such redemption. Notice of such redemption shall also be given by mailing the same by first class mail, postage prepaid, not less than 15 nor more than 45 days prior to the date fixed for redemption thereof, to each Holder of the shares to be redeemed, at such Holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Series C Stock to be redeemed; (iii) the redemption price plus the amount of accrued and unpaid dividends to the redemption date; (iv) the place or places where certificates for such shares of Series C Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be -13- redeemed will cease to accrue on such redemption date. If fewer than all shares held by any Holder are to be redeemed, the notice mailed to such Holder shall also specify the number of shares to be redeemed from such Holder. (c) Notwithstanding the provisions of paragraph (a) of this Section 4, if any dividends on the Series C Stock are in arrears, no shares of Series C Stock shall be redeemed unless all outstanding shares of Series C Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares of Series C Stock; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of Series C Stock pursuant to a purchase or exchange offer made on the same terms to Holders of all outstanding shares of Series C Stock. (d) If notice of redemption has been published under paragraph (b) of this Section 4 or the Corporation has irrevocably authorized and directed the Redemption Agent to begin promptly and complete such publication of notice, and the Corporation has deposited in trust with the Redemption Agent funds necessary for such redemption, from and after the later of the date of such notice or the date such deposit is made the shares of Series C Stock called for redemption shall no longer be deemed to be outstanding, and all rights of the Holders thereof as stockholders of the Corporation (except the right to receive the redemption price plus an amount equal to the accrued and unpaid dividends thereon to the date fixed for redemption) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), the redemption price set forth above plus an amount equal to such accrued and unpaid dividends shall be paid by the Redemption Agent to the Holders of the shares of Series C Stock subject to redemption as set forth in paragraph (e) of this Section 4. In case fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the Holder thereof. (e) As long as the Applicable Rate is based on the results of an Auction, the Corporation shall pay the applicable Redemption Deposit Amount (as defined in Section 8 of this Part I) to the Redemption Agent, in funds available on the next Business Day in The City of New York, New York, on the Business Day next preceding the redemption date for disbursement to Holders as appropriate. All such moneys shall be held in trust by the Redemption Agent for the benefit of Holders of shares so to be redeemed. 5. Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the Corporation, the holders of the Series C Stock shall be entitled to receive out of the assets of the Corporation, before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to the Preferred Stock upon liquidation, the amount of $100,000 per share, plus a sum equal to all dividends (whether or not earned or declared) on such shares accrued and unpaid thereon to the date of the final distribution. (b) Neither the sale of all or substantially all the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. -14- (c) After the payment to the holders of the Series C Stock of the full preferential amounts provided for in this Section 5, the holders of Series C Stock as such shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the holders of Series C Stock upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 5, no such distribution shall be made on account of any shares of any other class or series of Preferred Stock ranking on a parity with the Series C Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the Series C Stock, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. (e) Upon the dissolution, liquidation or winding up of the Corporation, the holders of shares of Series C Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 5 before any payment shall be made to the holders of any class or series of capital stock of the Corporation ranking junior upon liquidation to the Series C Stock. 6. Sinking or Retirement Fund. The Series C Stock shall not be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such stock. 7. Rank For purposes of this paragraph 6(b) of Article Fourth, any stock of any class or classes of the Corporation shall be deemed to rank: (a) prior to the Series C Stock, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of Series C Stock; (b) on a parity with the Series C Stock, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payments dates or redemption or liquidation prices per share or sinking fund provisions, if any, are different from those of the Series C Stock, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of Series C Stock; and (c) junior to the Series C Stock, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of Series C Stock shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. -15- 8. As used in Parts I and II of this paragraph 6(b) of Article Fourth, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires: (a) "'AA' Composite Commercial Paper Rate," on any date, shall mean (i) the interest equivalent of the 60-day rate on commercial paper placed on behalf of issuers whose corporate bonds are rated "AA" by Standard & Poor's Corporation or its successor, or the equivalent of such rating by another rating agency, as such 60-day rate is made available on a discount basis or otherwise by the Federal Reserve Bank of New York for the immediately preceding Business Day prior to such date; or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate, then the arithmetic average of the interest equivalent of the 60-day rate on commercial paper placed on behalf of such issuers, as quoted on a discount basis or otherwise by the Commercial Paper Dealers to the Trust Company for the close of business on the immediately preceding Business Day prior to such date. If any Commercial Paper Dealer does not quote a rate required to determine the "AA" Composite Commercial Paper Rate, the "AA" Composite Commercial Paper Rate shall be determined on the basis of the quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers and any Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers selected by the Corporation to provide such rate or rates not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the case may be, or, if the Corporation does not select any such Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. If the Board of Directors shall make the adjustment referred to in the proviso of the second sentence of subparagraph (b)(i) of Section 2 of this Part I, then (i) if the Dividend Period Days shall be 70 or more days but fewer than 85 days, such rate shall be the arithmetic average of the interest equivalent of the 60-day and 90-day rates on such commercial paper, and (ii) if the Dividend Period Days shall be 85 or more days but 98 or fewer days, such rate shall be the interest equivalent of the 90-day rate on such commercial paper. For purposes of this definition, the "interest equivalent" of a rate stated on a discount basis (a "discount rate") for commercial paper of a given day's maturity shall be equal to the quotient (rounded to the nearest one-thousandth (.001) of 1%) of (A) the discount rate divided by (B) the difference between (x) 1.00 and (y) a fraction the numerator of which shall be the product of the discount rate times the number of days in which such commercial paper matures and the denominator of which shall be 360. (b) "Applicable Rate" shall have the meaning specified in subparagraph (c)(i) of Section 2 of this Part I. (c) "Auction" shall mean each periodic implementation of the Auction Procedures. (d) "Auction Procedures" shall mean the procedures for conducting Auctions set forth in Part II hereof. (e) "Board of Directors" shall mean the Board of Directors of the Corporation or (except with respect to paragraph (c) of Section 3 of this Part I) a duly authorized committee thereof. (f) "Business Day" shall mean a day on which the New York Stock Exchange, Inc. is open for trading and on which banks in The City of New York, New York or in Chicago, Illinois, are not authorized by law to close. -16- (g) "Code" shall mean the Internal Revenue Code of 1986. (h) "Commercial Paper Dealers" shall mean Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc. and Lehman Commercial Paper Incorporated or, in lieu of any thereof, their respective affiliates or successors. (i) "Date of Original Issue" shall mean the date on which the Corporation originally issues shares of Series C Stock. (j) "Dividend Payment Date" shall have the meaning specified in subparagraph (b)(i) of Section 2 of this Part I. (k) "Dividend Period" and "Dividend Periods" shall have the respective meanings specified in subparagraph (c)(i) of Section 2 of this Part I. (l) "Dividend Period Days" shall have the meaning specified in subparagraph (b)(i) of Section 2 of this Part I. (m) "Holder" shall mean a holder of shares of Series C Stock as such holder's name appears on the stock register of the Corporation. (n) "Initial Dividend Payment Date" shall have the meaning specified in subparagraph (b)(i) of Section 2 of this Part I. (o) "Initial Dividend Period" shall have the meaning specified in subparagraph (c)(i) of Section 2 of this Part I. (p) "Paying Agent" shall mean a bank or trust company appointed as such by a resolution of the Board of Directors. (q) "Rate Adjustment Event" shall mean any failure by the Corporation to pay (i) to the Paying Agent on or within three Business Days after any Dividend Payment Date the full amount of any dividend (whether or not earned or declared) to be paid on such Dividend Payment Date on any share of Series C Stock or (ii) to the Redemption Agent on or within three Business Days after any redemption date the redemption price to be paid on such redemption date, plus an amount equal to the accrued and unpaid dividends thereon (whether or not earned or declared) to such redemption date, of any share of Series C Stock. (r) "Redemption Agent" shall mean a bank or trust company appointed as such by a resolution of the Board of Directors. (s) "Redemption Deposit Amount" shall mean the product of (i) the number of outstanding shares of Series C Stock to be redeemed times (ii) an amount equal to the applicable redemption price plus an amount equal to accrued and unpaid dividends (whether or not earned or declared) to the date fixed for redemption. (t) "Subsequent Dividend Period" and "Subsequent Dividend Periods" shall have the respective meanings specified in subparagraph (c)(i) of Section 2 of this Part I. -17- (u) "Substitute Commercial Paper Dealer" shall mean The First Boston Corporation or Morgan Stanley & Co. Incorporated, or their respective affiliates or successors; provided that neither such dealer nor any of its affiliates shall be a Commercial Paper Dealer. (v) "Trust Company" shall mean a bank or trust company appointed as such by a resolution of the Board of Directors. PART II 1. Certain Definitions. Capitalized terms not defined in this Section I shall have the respective meanings specified in Part I of this paragraph 6(b) of Article Fourth. As used in this Part II, the following terms shall have the following meanings, unless the context otherwise requires: (a) "'AA' Rate Multiple," on any Auction Date, shall mean the percentage determined as set forth below based on the prevailing rating of the Series C Stock in effect at the close of business on the Business Day immediately preceding such Auction Date: Prevailing Rating Percentage ----------------- ---------- AA/aa or Above 110% A/a 120% BBB/baa 130% Below BBB/Baa 175% For purposes of this definition, the "prevailing rating" of the Series C Stock shall be (i) AA/aa or Above, if the Series C Stock has a rating of AA- or better by Standard & Poor's Corporation or its successor ("S&P") or aa3 or better by Moody's Investors Service, Inc. or its successor ("Moody's"), or the equivalent of either or both of such ratings by a substitute rating agency or substitute rating agencies selected as provided below, (ii) if not AA/aa or Above, then A/a, if the Series C Stock has a rating of A- or better and lower than AA- by S&P or a3 or better and lower than aa3 by Moody's or the equivalent of either or both of such ratings by a substitute rating agency or substitute rating agencies selected as provided below, (iii) if not AA/aa or Above or A/a, then BBB/baa, if the Series C Stock has a rating of BBB- or better and lower than A- by S&P or baa3 or better and lower than a3 by Moody's or the equivalent of either or both of such ratings by a substitute rating agency or substitute rating agencies selected as provided below and (iv) if not AA/aa or Above, A/a or BBB/baa, then Below BBB/baa. The Corporation shall take all reasonable action necessary to enable S&P and Moody's to provide a rating for the Series C Stock. If S&P or Moody's or both shall not make such a rating available, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated or their successors shall select a nationally recognized securities rating agency or two nationally recognized securities rating agencies to act as substitute rating agency or substitute rating agencies, as the case may be. (b) "Affiliate" shall mean any Person known to the Trust Company to be controlled by, in control of or under common control with the Corporation. -18- (c) "Agent Member" shall mean the member of the Securities Depository that will act on behalf of a Bidder and is identified as such in such Bidder's Purchaser's Letter. (d) "Auction" shall mean the periodic implementation of the procedures set forth in this Part II. (e) "Auction Date" shall mean the Business Day next preceding a Dividend Payment Date. (f) "Available Series C Stock" shall have the meaning specified in paragraph (a) of Section 4 of this Part II. (g) "Bid" and "Bids" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (h) "Bidder" and "Bidders" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (i) "Broker-Dealer" shall mean any broker-dealer, or other entity permitted by law to perform the function required of a Broker-Dealer in this Part II, that is a member of, or a participant in, the Securities Depository, and that has been selected by the Corporation and has entered into a Broker-Dealer Agreement with the Trust Company that remains effective. (j) "Broker-Dealer Agreement" shall mean an agreement between the Trust Company and a Broker-Dealer pursuant to which such Broker-Dealer agrees to follow the procedures specified in this Part II. (k) "Existing Holder," when used with respect to shares of Series C Stock, shall mean a Person who has signed a Purchaser's Letter and is listed as the beneficial owner of such shares of Series C Stock in the records of the Trust Company. (l) "Hold Order" and "Hold Orders" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (m) "Maximum Rate," on any Auction Date, shall mean the product of the "AA" Composite Commercial Paper Rate times the "AA" Rate Multiple. (n) "Order" and "Orders" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (o) "Outstanding" shall mean, as of any date, shares of Series C Stock theretofore issued by the Corporation except, without duplication, (i) any shares of Series C Stock theretofore canceled or delivered to the Trust Company for cancellation or redeemed by the Corporation or as to which the Corporation shall have published a notice of redemption or irrevocably authorized and directed the Redemption Agent to begin and promptly complete such publication of notice, and deposited in trust with the Redemption Agent funds necessary for such redemption in accordance with this Restated Certificate of Incorporation, (ii) any shares of Series C Stock as to which the Corporation or any Affiliate thereof (other than a Broker-Dealer Affiliate) shall be an Existing Holder and (iii) -19- any shares of Series C Stock represented by any certificate in lieu of which a new certificate has been executed and delivered by the Corporation. (p) "Person" shall mean and include an individual, a partnership, a corporation, a trust, an unincorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof. (q) "Potential Holder" shall mean any Person, including any Existing Holder, (i) who shall have executed a Purchaser's Letter and (ii) who may be interested in acquiring shares of Series C Stock (or, in the case of an Existing Holder, additional shares of Series C Stock). (r) "Purchaser's Letter" shall mean a Master Purchaser's Letter, the form of which is attached hereto, addressed to the Corporation, the Trust Company and an Agent Member in which a Person agrees, among other things, to offer to purchase, to purchase, to offer to sell and/or to sell shares of Series C Stock as set forth in this Part II, or a similar letter containing substantially the same information and representations, or such other letter as the Board of Directors shall approve. (s) "Securities Depository" shall mean The Depository Trust Company and its successors and assigns or any other securities depository selected by the Corporation which agrees to follow the procedures required to be followed by such securities depository in connection with shares of Series C Stock. (t) "Sell Order" and "Sell Orders" shall have the respective meanings specified in paragraph (a) of Section (2) of this Part II. (u) "Submission Deadline" shall mean 12:30 P.M., New York City time, on any Auction Date or such other time on any Auction Date by which Broker-Dealers are required to submit Orders to the Trust Company as specified by the Trust Company from time to time. (v) "Submitted Bid" and "Submitted Bids" shall have the respective meanings specified in paragraph (a) of Section 4 of this Part II. (w) "Submitted Hold Order" and "Submitted Hold Orders" shall have the respective meanings specified in paragraph (a) of Section 4 of this Part II. (x) "Submitted Order" and "Submitted Orders" shall have the respective meanings specified in paragraph (a) of Section 4 of this Part II. (y) "Submitted Sell Order" and "Submitted Sell Orders" shall have the respective meanings specified in paragraph (a) of Section 4 of this Part II. (z) "Sufficient Clearing Bids" shall have the meaning specified in paragraph (a) of Section 4 of this Part II. (aa) "Winning Bid Rate" shall have the meaning specified in paragraph (a) of Section 4 of this Part II. -20- 2. Orders by Existing Holders and Potential Holders. (a) On or prior to the Submission Deadline on each Auction Date: (i) each Existing Holder may submit to a Broker-Dealer information as to: (A) the number of Outstanding shares, if any, of Series C Stock held by such Existing Holder with such Existing Holder desires to continue to hold without regard to the Applicable Rate for the next succeeding Dividend Period; (B) the number of Outstanding shares, if any, of Series C Stock that such Existing Holder desires to continue to hold if the Applicable Rate for the next succeeding Dividend Period shall not be less than the rate per annum specified by such Existing Holder; and/or (C) the number of Outstanding shares, if any, of Series C Stock held by such Existing Holder which such Existing Holder offers to sell without regard to the Applicable Rate for the next succeeding Dividend Period; and (ii) one or more Broker-Dealers, using lists of Potential Holders, shall in good faith for the purpose of conducting a competitive Auction in a commercially reasonable manner, contact Potential Holders, including Persons that are not Existing Holders, on such lists to determine the number of shares, if any, of Series C Stock which each such Potential Holder offers to purchase, provided that the Applicable Rate for the next succeeding Dividend Period shall not be less than the rate per annum specified by such Potential Holder. For the purposes hereof, the communication to a Broker-Dealer of information referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this paragraph (a) is hereinafter referred to as an "Order" and collectively as "Orders" and each Existing Holder and each Potential Holder placing an Order is hereinafter referred to as a "Bidder" and collectively as "Bidders"; an Order containing the information referred to in clause (i)(A) of this paragraph (a) is hereinafter referred to as a "Hold Order" and collectively as "Hold Orders"; an Order containing the information referred to in clause (i)(B) or (ii) of this paragraph (a) is hereinafter referred to as a "Bid" and collectively as "Bids"; and an Order containing the information referred to in clause (i)(C) of this paragraph (a) is hereinafter referred to as a "Sell Order" and collectively as "Sell Orders." (b)(i) A Bid by an Existing Holder shall constitute an irrevocable offer to sell: (A) the number of Outstanding shares of Series C Stock specified in such Bid if the Applicable Rate determined on such Auction Date shall be less than such specified rate; or (B) such number or a lesser number of Outstanding shares of Series C Stock to be determined as set forth in subparagraph (a)(iv) of Section 5 of this Part II if the Applicable Rate determined on such Auction Date shall be equal to such specified rate; or -21- (C) a lesser number of Outstanding shares of Series C Stock to be determined as set forth in paragraph (b)(iii) of Section 5 of this Part II if such specified rate shall be higher than the Maximum Rate and Sufficient Clearing Bids do not exist. (ii) A Sell Order by an Existing Holder shall constitute an irrevocable offer to sell: (A) the number of Outstanding shares of Series C Stock specified in such Sell Order; or (B) such number or a lesser number of Outstanding shares of Series C Stock as set forth in subparagraph (b)(iii) of Section 5 of this Part II if Sufficient Clearing Bids do not exist. (iii) A Bid by a Potential Holder shall constitute an irrevocable offer to purchase: (A) the number of Outstanding shares of Series C Stock specified in such Bid if the Applicable Rate determined on such Auction Date shall be higher than such specified rate; or (B) such number or a lesser number of Outstanding shares of Series C Stock as set forth in subparagraph (a)(v) of Section 5 of this Part II if the Applicable Rate determined on such Auction Date shall be equal to such specified rate. 3. Submission of Orders by Broker-Dealers to Trust Company. (a) Each Broker-Dealer shall submit in writing to the Trust Company prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer and specifying with respect to each Order: (i) the name of the Bidder placing such Order; (ii) the aggregate number of shares of Series C Stock that are the subject of such Order; (iii) to the extent that such Bidder is an Existing Holder: (A) the number of shares, if any, of Series C Stock subject to any Hold Order placed by such Existing Holder; (B) the number of shares, if any, of Series C Stock subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and (C) the number of shares, if any, of Series C Stock subject to any sell Order placed by such Existing Holder; and (iv) to the extent such Bidder is a Potential Holder, the rate specified in such Potential Holder's Bid. -22- (b) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Trust Company shall round such rate up to the next highest one thousandth (.001) of 1%. (c) If an Order or Orders covering all of the Outstanding shares of Series C Stock held by any Existing Holder is not submitted to the Trust Company prior to the Submission Deadline, the Trust Company shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of Series C Stock held by such Existing Holder and not subject to Orders submitted to the Trust Company. (d) If one or more Orders covering in the aggregate more than the number of Outstanding shares of Series C Stock held by any Existing Holder are submitted to the Trust Company, such Orders shall be considered valid as follows and in the following order of priority: (i) all Hold Orders shall be considered valid, but only up to and including in the aggregate the number of shares of Series C Stock held by such Existing Holder, and, solely for purposes of allocating compensation among the Broker-Dealers submitting Hold Orders, if the number of shares of Series C Stock subject to such Hold Orders exceeds the number of shares of Series C Stock held by such Existing Holder, the number of shares subject to each Hold Order shall be reduced pro rata to cover the number of shares of Series C Stock held by such Existing Holder; (ii)(A) any Bid shall be considered valid up to and including the excess of the number of Outstanding shares of Series C Stock held by such Existing Holder over the number of shares of Series C Stock subject to any Hold Order referred to in subparagraph (i) above; (B) subject to clause (A), if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the number of shares of Series C Stock subject to such Bids is greater than such excess, such Bids shall be considered valid up to the amount of such excess, and, solely for purposes of allocating compensation among the Broker- Dealers submitting Bids with the same rate, the number of shares of Series C Stock subject to each Bid with the same rate shall be reduced pro rata to cover the number of shares of Series C Stock equal to such excess; (C) subject to clause (A), if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates up to the amount of such excess; and (D) in any such event the number, if any, of such shares subject to Bids not valid under this subparagraph (ii) shall be treated as the subject of a Bid by a Potential Holder; and (iii) all Sell Orders shall be considered valid but only up to and including in the aggregate the excess of the number of Outstanding shares of Series C Stock held by such Existing Holder over the sum of the shares of Series C Stock subject to Hold Orders referred to in subparagraph (i) and valid Bids by Existing Holders referred to in subparagraph (ii) above. -23- (e) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate bid with the rate therein specified. 4. Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (a) Not earlier than the Submission Deadline on each Auction Date, the Trust Company shall assemble all Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders") and shall determine: (i) the excess of the total number of Outstanding shares of Series C Stock over the number of Outstanding shares of Series C Stock that are the subject of Submitted Hold Orders (such excess being hereinafter referred to as the "Available Series C Stock"); (ii) from the Submitted Orders whether: (A) the number of Outstanding shares of Series C Stock that are the subject of Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Rate exceeds or is equal to the sum of: (I) the number of Outstanding shares of Series C Stock that are the subject of Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Rate, and (II) the number of Outstanding shares of Series C Stock that are subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the number of shares of Series C Stock in clauses (I) and (II) above is zero because all of the Outstanding shares of Series C Stock are the subject of Submitted Hold Orders), such Submitted Bids in clause (A) above being hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A)(I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were accepted, thus entitling such Existing Holders to continue to hold the shares of Series C Stock that are the subject of such Submitted Bids; and (B)(I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other Submitted Bids from Potential Holders specifying lower rates were accepted, thus entitling the Potential Holders to purchase the shares of Series C Stock that are the subject of those Submitted Bids, -24- would result in such Existing Holders described in clause (A) continuing to hold an aggregate number of Outstanding shares of Series C Stock which, when added to the number of Outstanding shares of Series C Stock to be purchased by such Potential Holders described in clause (B), would equal not less than the Available Series C Stock. (b) Promptly after the Trust Company has made the determinations pursuant to paragraph (a) of this Section 4, the Trust Company shall advise the Corporation of the "AA" Composite Commercial Paper Rate and the Maximum Rate and, based on such determinations, the Applicable Rate for the next succeeding Dividend Period as follows: (i) if Sufficient Clearing Bids exist, that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Winning Bid Rate so determined; (ii) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding shares of Series C Stock are the subject of Submitted Hold Orders), that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Maximum Rate; or (iii) if all the Outstanding shares of Series C Stock are the subject of Submitted Hold Orders, that the Applicable Rate for the next succeeding Dividend Period shall be equal to 59% of the "AA" Composite Commercial Paper Rate. 5. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based on the determinations made pursuant to paragraph (a) of Section 4 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the Trust Company shall take such other action as set forth below: (a) If Sufficient Clearing Bids have been made, subject to the provisions of paragraphs (c), (d) and (e) of this Section 5, Submitted Bids and Submitted Sell Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (i) the Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders specifying any rate that is higher than the Winning Bid Rate shall be rejected, thus requiring each such Existing Holder to sell the shares of Series C Stock that are the subject of such Submitted Bid; (ii) the Submitted Bid of each of the Existing Holders specifying any rate that is lower than the Winning Bid Rate shall be accepted, thus entitling each such Existing Holder to continue to hold the shares of Series C Stock that are the subject of each Submitted Bid; (iii) the Submitted Bid of each of the Potential Holders specifying any rate that is lower than the Winning Bid Rate shall be accepted; (iv) the Submitted Bid of each of the Existing Holders specifying a rate that is equal to the Winning Bid Rate shall be accepted, thus entitling each such Existing Holder -25- to continue to hold the shares of Series C Stock that are the subject of such Submitted Bid, unless the number of Outstanding shares of Series C Stock subject to all such Submitted Bids shall be greater than the number of shares of Series C Stock ("remaining shares") equal to the excess of the Available Series C Stock over the number of shares of Series C Stock subject to Submitted Bids described in subparagraphs (ii) and (iii) of this paragraph (a), in which event the Submitted Bids of each such Existing Holder shall be rejected, and each such Existing Holder shall be required to sell shares of Series C Stock, but only in an amount equal to the difference between (A) the number of Outstanding shares of Series C Stock then held by such Existing Holder subject to such Submitted Bid and (B) the number of shares of Series C Stock obtained by multiplying the number of remaining shares by a fraction the numerator of which shall be the number of Outstanding shares of Series C Stock held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of Series C Stock subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and (v) the Submitted Bid of each of the Potential Holders specifying a rate that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of shares of Series C Stock obtained by multiplying the difference between the Available Series C Stock and the number of shares of Series C Stock subject to Submitted Bids described in subparagraphs (ii), (iii) and (iv) of this paragraph (a) by a fraction the numerator of which shall be the number of Outstanding shares of Series C Stock subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of Series C Stock subject to such Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate. (b) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding shares of Series C Stock are subject to Submitted Hold Orders), subject to the provisions of paragraphs (c), (d) and (e) of this Section 5, Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (i) the Submitted Bid of each Existing Holder specifying any rate that is equal to or lower than the Maximum Rate shall be accepted, thus entitling such Existing Holder to continue to hold the shares of Series C Stock that are the subject of such Submitted Bid; (ii) the Submitted Bid of each Potential Holder specifying any rate that is equal to or lower than the Maximum Rate shall be accepted; and (iii) the Submitted Bids of each Existing Holder specifying any rate that is higher than the Maximum Rate shall be rejected and the Submitted Sell Orders of each Existing Holder shall be accepted, in both cases only in an amount equal to the difference between (A) the number of Outstanding shares of Series C Stock then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (B) the number of shares of Series C Stock obtained by multiplying the difference between the Available Series C Stock and the aggregate number of shares -26- of Series C Stock subject to Submitted Bids described in subparagraphs (i) and (ii) of this paragraph (b) by a fraction the numerator of which shall be the number of Outstanding shares of Series C Stock held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the number of Outstanding shares of Series C Stock subject to all such Submitted Bids and Submitted Sell Orders. (c) If all of the Outstanding shares of Series C Stock are the subject of Submitted Hold Orders, all Submitted Bids shall be rejected. (d) If, as a result of the procedures described in paragraph (a) or (b) of this Section 5, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of Series C Stock on any Auction Date, the Trust Company, in such manner as it shall determine in its sole discretion, shall round up or down the number of shares of Series C Stock to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date so that the number of shares purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be whole shares of Series C Stock. (e) If, as a result of the procedures described in paragraph (a) of this Section 5, any Potential Holder would be entitled or required to purchase less than a whole share of Series C Stock on any Auction Date, the Trust Company, in such manner as it shall determine in its sole discretion, shall allocate shares for purchase among Potential Holders so that only whole shares of Series C Stock are purchased on such Auction Date by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing shares of Series C Stock on such Auction Date. (f) Based on the results of each Auction, the Trust Company shall determine the aggregate number of shares of Series C Stock to be purchased and the aggregate number of shares of Series C Stock to be sold by Potential Holders and Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect to each Broker-Dealer, to the extent that such aggregate number of shares to be purchased and such aggregate number of shares to be sold differ, determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, shares of Series C Stock. 6. Miscellaneous. (a) The Board of Directors may interpret the provisions of this Part II to resolve any inconsistency or ambiguity which may arise or be revealed in connection with the Auction Procedures provided for herein, and if such inconsistency or ambiguity reflects an inaccurate provision hereof, the Board of Directors may, in appropriate circumstances, authorize the filing of a Certificate of Correction or Certificate of Amendment. (b) So long as the Applicable Rate is based on the results of an Auction, an Existing Holder (i) may sell, transfer or otherwise dispose of shares of Series C Stock only pursuant to a Bid or Sell Order in accordance with the procedures described in this Part II or to or through a Broker-Dealer or to a Person that has delivered a signed copy of a Purchaser's Letter to the Trust Company, provided that in the case of all transfers other than pursuant to Auctions such Existing Holder or -27- its Broker-Dealer advises the Trust Company of such transfer, and (ii) shall have the ownership of the shares of Series C Stock held by it maintained in book entry form by the Securities Depository in the account of its Agent Member, which in turn will maintain records of such Existing Holder's beneficial ownership. (c) Neither the Corporation nor any affiliate thereof may submit an Order in any Auction. Any Broker-Dealer that is an affiliate of the Corporation may not submit Bids to purchase shares of Series C Stock in Auctions for its own account, and if such affiliated Broker-Dealer has otherwise acquired shares for its own account, it must submit a Sell Order in the next Auction with respect to such shares. (d) The Trust Company shall reject any Submitted Order of the Corporation or an Affiliate, except for Sell Orders of affiliated Broker-Dealers. (e) From and after the occurrence of a Rate Adjustment Event, shares of Series C Stock shall be registered for transfer or exchange and new certificates issued upon surrender of the old certificates deemed by the Trust Company (or any other transfer agent or registrar appointed by the Corporation) properly endorsed for transfer with all necessary endorsers' signatures guaranteed in such manner and form as the Trust Company (or such other transfer agent or registrar) may require by a guarantor reasonably believed by the Trust Company (or such other transfer agent or registrar) to be responsible, accompanied by such assurances as the Trust Company (or such other transfer agent or registrar) shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes or funds necessary for the payment of such taxes. -28- TO BE SUBMITTED TO YOUR BROKER-DEALER WHO WILL THEN DELIVER COPIES ON YOUR BEHALF TO THE RESPECTIVE TRUST COMPANIES. Master Purchaser's Letter Relating to Securities Involving Rate Settings through Auctions To: The Corporation The Trust Company A Broker-Dealer An Agent Member Other Persons 1. This letter is designed to apply to auctions for publicly or privately offered debt or equity securities ("Securities") of any issuer ("Corporation") which are described in any final prospectus or other offering materials relating to such Securities as the same may be amended or supplemented (collectively, with respect to the particular Securities concerned, the "Prospectus") and which involve periodic rate settings through auctions ("Auctions"). This letter shall be for the benefit of any Corporation and of any trust company or auction agent (collectively, "trust company"), broker-dealer, agent member, securities depository or other interested person in connection with any Securities and related Auctions (it being understood that such persons may be required to execute specified agreements and nothing herein shall alter such requirements). The terminology used herein is intended to be general in its application and not to exclude any Securities in respect of which (in the Prospectus or otherwise) alternative terminology is used. 2. We may from time to time offer to purchase, purchase, offer to sell and/or sell Securities of any Corporation as described in the Prospectus relating thereto. We agree that this letter shall apply to all such purchases, sales and offers and to Securities owned by us. We understand that the dividend/interest rate on Securities may be based from time to time on the results of Auctions as set forth in the Prospectus. 3. We agree that any bid or sell order, placed by us shall constitute an irrevocable offer by us to purchase or sell the Securities subject to such bid or sell order, or such lesser amount of Securities as we shall be required to sell or purchase as a result of such Auction, at the applicable price, all as set forth in the Prospectus, and that if we fail to place a bid or sell order with respect to Securities owned by us with a broker-dealer on any auction date, or a broker-dealer to which we communicate a bid or sell order fails to submit such bid or sell order to the trust company concerned, we shall be deemed to have placed a hold order with respect to such Securities as described in the Prospectus. We authorize any broker-dealer that submits a bid or sell order as our agent in Auctions to execute contracts for the sale of Securities covered by such bid or sell order. We recognize that the payment by such broker-dealer for Securities purchased on our behalf shall not relieve us of any liability to such broker-dealer for payment for such Securities. 4. We agree that, during the applicable period as described in the Prospectus, dispositions of Securities can be made only in the denominations set forth in the Prospectus and we will sell, transfer or otherwise dispose of any Securities held by us from time to time only pursuant to a bid or sell order placed in an Auction, to or through a broker-dealer or, when permitted in the Prospectus, to a person that has signed and delivered, or caused to be delivered on its behalf, to the applicable trust company a letter substantially in the form of this letter (or -29- other applicable purchaser's letter), provided that in the case of all transfers other than pursuant to Auctions we or our broker-dealer or our agent member shall advise such trust company of such transfer. We understand that a restrictive legend will be placed on certificates representing the Securities and stop-transfer instructions will be issued to the transfer agent and/or registrar, all as set forth in the Prospectus. We agree to comply with any other transfer restrictions or other related procedures as described in the Prospectus. 5. We agree that, during the applicable period as described in the Prospectus, ownership of Securities shall be represented by a global certificate registered in the name of the applicable securities depository or its nominee, that we will not be entitled to receive any certificate representing the Securities and that our ownership of any Securities will be maintained in book entry form by the securities depository for the account of our agent member, which in turn will maintain records of our beneficial ownership. We authorize and instruct our agent member to disclose to the applicable trust company such information concerning our beneficial ownership of Securities as such trust company shall request. 6. We acknowledge that partial deliveries of Securities purchased in Auctions may be made to us and such deliveries shall constitute good delivery as set forth in the Prospectus. 7. This letter is not a commitment by us to purchase any Securities. 8. This letter supersedes any prior-dated version of this master purchaser's letter, and supplements any prior- or post-dated purchaser's letter specific to particular Securities; any recipient of this letter may rely upon it until such recipient has received a signed writing amending or revoking this letter. 9. The descriptions of Auction procedures set forth in each applicable Prospectus are incorporated by reference herein and, in case of any conflict between this letter and any such description, such description shall control. 10. Any xerographic or other copy of this letter shall be deemed of equal effect as a signed original. 11. Our agent member of the securities depository currently is ______________. 12. Our personnel authorized to place orders with broker-dealers for the purposes set forth in the Prospectus in Auctions currently is/are ______________ _________________ telephone number (____) ____________. 13. Our taxpayer identification number is _________________________. -30- 14. This letter is continued on the reverse hereof and the provisions there set forth pertaining to privately offered Securities shall have the same effect as if set forth at this place. Dated:_________________________________ _____________________________________ Mailing Address of Purchaser: (Name of Purchasers) _______________________________________ By:__________________________________ _______________________________________ Printed Name:________________________ _______________________________________ Title:_______________________________ 15. In the case of each offer to purchase, purchase, offer to sell or sale by us of Securities not registered under the Securities Act of 1933, as amended (the "Act"), we represent and agree as follows: A. We understand and expressly acknowledge that the Securities have not been and will not be registered under the Act and, accordingly, that the Securities may not be reoffered, resold or otherwise pledged, hypothecated or transferred unless an applicable exemption from the registration requirements of the Act is available. B. We hereby confirm that any purchase of Securities made by us will be for our own account, or for the account of one or more parties for which we are acting as trustee or agent with complete investment discretion and with authority to bind such parties, and not with a view to any public resale or distribution thereof. We and each other party for which we are acting which will acquire Securities will be "accredited investors" within the meaning of Regulation D under the Act with respect to the Securities to be purchased by us or such party, as the case may be, will have previously invested in similar types of instruments and will be able and prepared to bear the economic risks of investing in and holding such Securities. C. We acknowledge that prior to purchasing any Securities we shall have received a Prospectus (private placement memorandum) with respect thereto and acknowledge that we will have had access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of the Corporation and receive answers thereto, as we deem necessary in connection with our decision to purchase Securities. D. We recognize that the Corporation and broker-dealers will rely upon the truth and accuracy of the foregoing investment representations and agreements, and we agree that each of our purchases of Securities now or in the future shall be deemed to constitute our concurrence in all of the foregoing which shall be binding on us and each party for which we are acting as set forth in Subparagraph B above. (c) Flexible Auction Preferred Stock, Series D -31- PART I 1. Designation. The designation of said series of Preferred Stock shall be Flexible Auction Preferred Stock, Series D (the "Series D Stock"). The number of shares of Series D Stock shall be 600. The stated value of the Series D Stock shall be $100,000 per share. 2. Dividends. (a) The Holders (as defined in Section 9 of this Part I) shall be entitled to receive, when, as and if declared by the Board of Directors (as defined in Section 9 of this Part I) out of funds legally available therefor, cumulative cash dividends, at the Applicable Rate (as defined in clause (c)(i)(A) of this Section 2) per annum, determined as set forth below, and no more, payable on the respective dates set forth below. (b)(i) Dividends on shares of Series D Stock shall accrue at the Applicable Rate from the Date of Original Issue (as defined in Section 9 of this Part I). (b)(ii) Accrued dividends on the shares of the Series D Stock shall be payable commencing on August 15, 1990. Thereafter, dividends on the Series D Stock for a Short-Term Dividend Period (as defined in subparagraph (b)(vi) of this Section 2) shall be payable on the last day of such Short-Term Dividend Period. Dividends on the shares of Series D Stock for a Long-Term Dividend Period (as defined in subparagraph (b)(vi) of this Section 2) shall be payable on the last day of such Long-Term Dividend Period and, if occurring prior to the last day of such Long-Term Dividend Period, on the first day of the fourth month after the commencement of such Long-Term Dividend Period and quarterly thereafter on the first day of each succeeding third month. Each day on which dividends would be payable as determined as set forth in this subparagraph (ii) but for the provisions set forth in subparagraph (b)(iii) of this paragraph 2 is referred to herein as a "Normal Dividend Payment Date." (b)(iii) Notwithstanding the preceding subparagraph (ii) of this paragraph (b), if: (A)(1) the Securities Depository (as defined in Section 9 of this Part I) shall not have advised the Trust Company (as defined in Section 9 of this Part I) at least five Business Days prior to a Dividend Payment Date that it will make available to its participants and members on Dividend Payment Dates, in funds immediately available in New York City, the amount due as dividends on such Dividend Payment Dates, and (2)(X) a Normal Dividend Payment Date is not a Business Day (as defined in Section 9 of this Part I) or (Y) the day next succeeding such Dividend Payment Date is not a Business Day, then dividends shall be payable on the first Business Day preceding such Normal Dividend Payment Date that is next succeeded by a Business Day; or (B)(1) the Securities Depository shall have advised the Trust Company at least five Business Days prior to such Dividend Payment Date that it will make available to its participants and members on Dividend Payment Dates, in funds immediately available in New York City, the amount due as dividends on such -32- Dividend Payment Dates and (2) a Normal Dividend Payment Date is not a Business Day, then Dividends shall be payable on the first Business Day after such Normal Dividend Payment Date; (b)(iv) Notwithstanding the foregoing, if the date on which dividends on the shares of the Series D Stock would be payable as determined as set forth in subparagraphs (ii) and (iii) of this paragraph (b) is a day that would result in the number of days between successive Auction Dates (as defined in Section 9 of this Part I) for the Series D Stock (determined by including the first Auction Date and excluding the second Auction Date) not being at least equal to the then current Minimum Holding Period (as defined below), then dividends on such shares shall be payable, if clause (iii) (A) above would be applicable to the Series D Stock, on the first Business Day following such date on which dividends would be so payable that is next succeeded by a Business Day or, if clause (iii)(B) above would be applicable to the Series D Stock, on the first Business Day following such day on which dividends would be so payable, that in either case results in the number of days between such successive Auction Dates for the Series D Stock (determined as set forth above) being at least equal to the then current Minimum Holding Period. In addition, notwithstanding the foregoing, the Board of Directors, in the event of a change in law lengthening the minimum holding period (the "Minimum Holding Period") (currently found in Section 246(c) of the Code (as defined in Section 9 of this Part I) required for taxpayers to be entitled to the dividends-received deduction on Preferred Stock held by nonaffiliated corporations (currently found in Section 243(a) of the Code), shall adjust the period of time between Dividend Payment Dates (as hereinafter defined) so as, subject to clauses (A) and (B) of subparagraph (b)(iii), to adjust uniformly the number of Dividend Period Days (as defined in Section 9 of this Part I) in Short-Term Dividend Periods (as defined in subparagraph (b)(vi) of this Section 2) commencing after the date of such change in law to exceed the new Minimum Holding Period, provided that the number of Dividend Period Days shall not exceed by more than nine days the length of such new Minimum Holding Period and in no event shall exceed 98 days and shall consist of a whole number of weeks. (b)(v) Each date on which dividends on the shares of the Series D Stock shall be payable as determined as set forth above shall be referred to herein as a "Dividend Payment Date" and the first Dividend Payment Date shall be referred to herein as the "Initial Dividend Payment Date." If applicable, the period from the preceding Dividend Payment Date to and including the next Dividend Payment Date for the Series D Stock during a Long-Term Dividend Period is herein referred to as a "Dividend Quarter." Although any particular Dividend Payment Date for the Series D Stock may not occur on the originally scheduled Normal Dividend Payment Date for the Series D Stock because of the foregoing provisions, each succeeding Dividend Payment Date for the Series D Stock shall be, subject to such provision, the date determined as set forth in subparagraph (ii) above as if each preceding Dividend Payment Date had occurred on the respective originally scheduled Normal Dividend Payment Date. (b)(vi) The period from and after the Date of Original Issue to and including the Initial Dividend Payment Date (the "Initial Dividend Period") for the shares of Series D Stock shall contain 48 Dividend Period Days. After the Initial Dividend Period for the Series D Stock, each subsequent Dividend Period for the Series D Stock (except for the adjustments for non-Business Days provided in subparagraph (iii) above) shall contain 49 Dividend Period Days (each such period, subject to any adjustment as a result of a change in law lengthening the Minimum Holding -33- Period as provided in subparagraph (iv) above, being referred to herein as a "Short-Term Dividend Period"), unless as provided in subparagraph (vii) below, the Term Selection Agent specifies that any such subsequent Dividend Period shall be a Dividend Period containing any specified number of Dividend Period Days greater than the number of Dividend Period Days in a Short-Term Dividend Period and containing a number of Dividend Period Days evenly divisible by seven (each such period being referred to herein as a "Long-Term Dividend Period," and each such Short-Term Dividend Period and Long-Term Dividend Period, together with the Initial Dividend Period (as defined in clause (c)(i)(A)), being referred to herein as a "Dividend Period"). After the Initial Dividend Period for the Series D Stock, each successive Dividend Period for the Series D Stock shall commence on the Dividend Payment Date ending the preceding Dividend Period and shall end (i) during a Short-Term Dividend Period, on the next Dividend Payment Date for the Series D Stock and (ii) during a Long-Term Dividend Period, on the last day of the Long-Term Dividend Period specified by the Term Selection Agent in the related notice of Long-Term Dividend Period. (b)(vii) Not less than 10 and not more than 20 days prior to the date of an Auction (as defined in Section 9 of this Part I) for the Series D Stock and based on the criteria set forth below, the Term Selection Agent may give telephonic and written notice to the Corporation, the Trust Company, the Paying Agent and the Securities Depository that the next succeeding Dividend Period for the Series D Stock will be longer than a Short-Term Dividend Period (a "Notice of Long-Term Dividend Period"). Such notice will specify the next succeeding Dividend Period for the Series D Stock as a Long-Term Dividend Period, which may be any period designated by the Term Selection Agent greater than the Short-Term Dividend Period and containing a number of Dividend Period Days evenly divisible by seven, provided that for any Auction occurring after the initial Auction for the Series D Stock, the Term Selection Agent may not give a Notice of Long-Term Dividend Period for the Series D Stock (and any such notice shall be null and void) unless Sufficient Clearing Bids were made in the last occurring Auction for the Series D Stock and full cumulative dividends for the Series D Stock payable prior to the date of Notice of Long-Term Dividend Period have been paid in full. The Term Selection Agent shall state in each Notice of Long-Term Dividend Period (i) that the next succeeding Dividend Period for the Series D Stock shall be a Long-Term Dividend Period, (ii) the term thereof and (iii) the redemption provisions applicable for such Long-Term Dividend Period. The Term Selection Agent may establish a Long-Term Dividend Period, and, subject to the provisions of Section 4 of this paragraph 6(c) of Article Fourth, the applicable redemption provisions therefor, for the shares of the Series D Stock if the Term Selection Agent determines that such Long-Term Dividend Period and such redemption provisions, in its sole opinion, provide the Corporation with the most favorable financing alternative based upon the following: (i) short-term and long-term market rates and indices of such short-term and long-term rates, (ii) the amounts, maturities and interest or dividend rates on the then outstanding securities of the Corporation or its subsidiaries, (iii) market supply and demand for short-term and long-term securities, (iv) yield curves for short-term and long-term securities comparable to the shares of the Series D Stock, (v) industry and financial conditions which may affect the shares of the Series D Stock including the Term Selection Agent's expectations with respect thereto, (vi) current tax laws and administrative interpretations with respect thereto, (vii) the number of shares of the Series D Stock Outstanding on the next Auction Date and (viii) the number of potential purchasers. Any Notice of Long-Term Dividend Period may be revoked by the Term Selection Agent on or prior to the second Business Day prior to the related Auction by telephonic and written notice (a "Notice of Revocation") to the Corporation, the Trust Company, the Paying Agent and the Securities Depository, specifying that the Term Selection Agent has determined that because of subsequent changes in any of the foregoing factors, such Long-Term Dividend Period would not result in the -34- most favorable financing alternative for the Corporation, and shall be deemed to have been revoked if on or prior to the second Business Day prior to the related Auction, the Term Selection Agent shall have been removed and the Corporation shall have given written and telephonic notice of such removal ("Notice of Removal") to the Trust Company, the Paying Agent and the Securities Depository. Except with respect to a Notice of Long-Term Dividend Period that is deemed to be revoked, any Long-Term Dividend Period specified by the Term Selection Agent for the Series D Stock and any revocation thereof shall be conclusive and binding on the Corporation and the Holders. The Corporation may remove the Term Selection Agent for the Series D Stock upon 5 days' written notice. If there is no Term Selection Agent with respect to any Dividend Period, then such Dividend Period shall be a Short-Term Dividend Period. If the Term Selection Agent does not give a Notice of Long-Term Dividend Period with respect to the next succeeding Dividend Period for the Series D Stock or gives a Notice of Revocation with respect thereto or such Notice of Long-Term Dividend Period shall be deemed to have been revoked, such next succeeding Dividend Period shall be a Short-Term Dividend Period. In addition, in the event the Term Selection Agent has given a Notice of Long-Term Dividend Period with respect to the next succeeding Dividend Period for the Series D Stock and has not given a Notice of Revocation with respect thereto and such Notice of Long-Term Dividend Period shall not have been deemed revoked, but Sufficient Clearing Bids are not made in the related Auction for the Series D Stock or such Auction is not held for any reason, such next succeeding Dividend Period shall, notwithstanding such Notice of Long-Term Dividend Period, be a Short-Term Dividend Period and the Term Selection Agent may not again give a Notice of Long-Term Dividend Period (and any such notice shall be null and void) for the Series D Stock until sufficient Clearing Bids have been made in an Auction with respect to a Short-Term Dividend Period for the Series D Stock. (b)(viii) As long as the Applicable Rate is based on the results of an Auction, the Corporation shall pay to the Paying Agent (as defined in Section 9 of this Part I) not later than 12:00 noon, New York City time, on the Business Day next preceding each Dividend Payment Date, an aggregate amount of funds available on the next Business Day in the City of New York, New York, equal to the dividends to be paid to all Holders on such Dividend Payment Date. All such moneys shall be held in trust for the payment of such dividends by the Paying Agent for the benefit of the Holders specified in subparagraph (ix) or this paragraph (b). (b)(ix) Each dividend shall be payable to the Holders as their names appear on the stock register of the Corporation on the Business Day next preceding the Dividend Payment Date thereof; provided, however, that if a Rate Adjustment Event (as defined in Section 9 of this Part I) shall have occurred and shall not have been cured by paying all accrued and unpaid dividends and unpaid redemption payments as provided in clause (c)(i)(B), such dividend shall be paid to such Holders as their names appear on the stock register of the Corporation on such date, not exceeding 15 days preceding the payment date thereof, as may be fixed by the Board of Directors. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the stock register of the Corporation on such date, not exceeding 15 days preceding the payment date thereof, as may be fixed by the Board of Directors. -35- (c)(i)(A) The dividend rate of shares of Series D Stock shall be 6.55% per annum during the Initial Dividend Period. Commencing on the Initial Dividend Payment Date, the dividend rate on shares of Series D Stock for each subsequent dividend period (hereinafter referred to as a "Subsequent Dividend Period" and collectively as "Subsequent Dividend Periods") thereafter, which Subsequent Dividend Periods shall commence on the day that is the last day of the preceding Dividend Period and shall end on and include the next succeeding Dividend Payment Date, shall be equal to the rate per annum that results from implementation of the Auction Procedures (as defined in Section 9 of this Part I); provided, however, that in the event that an Auction for any Dividend Period is not held for any reason (other than as a result of the existence of a Rate Adjustment Event on the Auction Date for such Dividend Period), the dividend rate for such Dividend Period shall be the Non-Auction Rate on the Auction Date with respect to such Dividend Period. The "Non-Auction Rate" on an Auction Date shall be the greater of (x) the Applicable Rate in effect immediately prior to such Auction Date or (y) the Maximum Rate in effect on such Auction Date for a Short-Term Dividend Period, regardless of whether an Auction is held. The dividend rate for any Dividend Period or part thereof determined as set forth in this paragraph (c) is referred to herein as the "Applicable Rate" for such Dividend Period or part thereof. (c)(i)(B) In the event a Rate Adjustment Event occurs on a Dividend Payment Date and is not cured in accordance with the next succeeding sentence. Auctions will be suspended until such time as set forth below, and the Applicable Rate for each Dividend Period thereafter (until Auctions are resumed), including the Dividend Period commencing on the date of such Rate Adjustment Event, shall be equal to the Maximum Rate with respect to such Dividend Period (but, for purposes of determining such Maximum Rate, with the prevailing rating for the Series D Stock being deemed to be "Below ba3"/BB-" and the first day of such Dividend Period being deemed to be the Auction Date) and each such Dividend Period shall be a Short-Term Dividend Period. Any such Rate Adjustment Event shall be deemed cured if by 12:00 noon, New York City time, on the third Business Day next succeeding any such Rate Adjustment Event, the Corporation shall have deposited with the Trust Company all accumulated and unpaid dividends and any unpaid redemption payments, including the full amount of any dividends to be paid with respect to the Dividend Period with respect to which such Rate Adjustment Event occurred, plus an amount computed by multiplying (i) 250% of the 60-Day "AA" Composite Commercial Paper Rate on the date on which such Rate Adjustment Event occurred by (ii) a fraction, the numerator of which shall be the number of days for which such Rate Adjustment Event is not cured in accordance with this sentence (including the day such Rate Adjustment Event occurs and excluding the day such Rate Adjustment Event is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate amount not paid when due. 9(c)(ii) In the event a Rate Adjustment Event occurs during a Long- Term Dividend Period, the Applicable Rate for such Dividend Period shall remain unchanged, and an additional amount computed by multiplying (i) the Maximum Rate with respect to such Dividend Period (but, for purposes of determining such Maximum Rate, with the prevailing rating for the Series D Stock being deemed to be "Below "ba3"/BB-" and the date of such Rate Adjustment Event being deemed to be the Auction Date) by (ii) a fraction, the numerator of which shall be the number of days for which such Rate Adjustment Event is not cured (including the day such Rate Adjustment Event occurs and excluding the day such Rate Adjustment Event is cured) and the denominator of which shall be 360, and applying the rate obtained against accumulated dividends and redemption payments not paid when due, shall accumulate as additional dividends on the shares of the Series D Stock. In the event that such Rate Adjustment Event is not cured prior to the next succeeding -36- Auction Date for shares of the Series D Stock, Auctions for the Series D Stock shall be suspended, the next succeeding Dividend Period shall be a Short-Term Dividend Period and the Applicable Rate shall be equal to the Maximum Rate with respect to such Dividend Period (but, for purposes of determining such Maximum Rate, with the prevailing rating for the Series D Stock being deemed to be "Below "ba3"/BB-" and the first day of such Dividend Period being deemed to be the Auction Date). Thereafter until such Rate Adjustment Event shall have been cured and full and cumulative dividends on the shares of the Series D Stock shall have been paid in full or the Board of Directors of the Corporation shall have declared a dividend in such amount and funds sufficient for the payment thereof shall have been irrevocably deposited with the Paying Agent, each subsequent Dividend Period and Applicable Rate for the Series D Stock will be determined pursuant to the next preceding paragraph. (c)(iii) If prior to an Auction Date for shares of the Series D Stock, full and cumulative dividends shall have been paid in full or the Board of Directors of the Corporation shall have declared a dividend in such amount and funds sufficient for the payment thereof shall have been irrevocably deposited with the Paying Agent, and any unpaid redemption payments shall have been made, Auctions for the Series D Stock will resume. (c)(iv) The amount of dividends per share accrued and payable on shares of Series D Stock for each Dividend Period or Dividend Quarter shall be computed by multiplying the Applicable Rate for such Dividend Period or Dividend Quarter by a fraction, the numerator of which shall be the number of Dividend Period Days in such Dividend Period or Dividend Quarter (calculated by counting the first day of such Dividend Period or Dividend Quarter but excluding the last day thereof), and the denominator of which shall be 360 and applying the rate obtained against $100,000; and the amount of dividends per share accrued for any part of any Dividend Period shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction the numerator of which shall be the number of days in such part of such Dividend Period (calculated by counting the first day thereof but excluding the last day thereof) and the denominator of which shall be 360 and applying the rate obtained against $100,000. (d)(i) No full dividends shall be declared or paid or set apart for payment on Preferred Stock of any series ranking, as to dividends, on a parity with or junior to the Series D Stock for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series D Stock for all Dividend Periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full, as aforesaid, upon the Series D Stock and any other Preferred Stock ranking on a parity as to dividends with the Series D Stock, all dividends declared upon the Series D Stock and any other Preferred Stock ranking on a parity as to dividends with the Series D Stock shall be declared pro rata so that the amount of dividends declared per share on the Series D Stock and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Stock and such other Preferred Stock bear to each other. Holders of Series D Stock shall not be entitled to any dividend, whether payable in cash, property or stocks, in excess of the full cumulative dividends, as herein provided, on the Series D Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payments on the Series D Stock which may be in arrears. (d)(ii) So long as any shares of Series D Stock are outstanding, no dividend (other than a dividend in Common Stock or in any other stock-ranking junior to Series D Stock as to -37- dividends and upon liquidation and other than as provided in subparagraph (i) of this paragraph (d)) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to or on a parity with the Series D Stock as to dividends or upon liquidation, nor shall any Common Stock or any other stock of the Corporation ranking junior to or on a parity with the Series D Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to the Series D Stock as to dividends and upon liquidation) unless, in each case, the full cumulative dividends on all outstanding shares of Series D Stock shall have been paid for all past Dividend Periods. 3. Voting. (a) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Series D Stock and all other series of Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, at the time outstanding given in person or by proxy either in writing or by a vote at a meeting called for the purpose at which the holders of shares of Series D Stock and shares of Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, shall vote together as a separate class, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of this Restated Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designations or any similar document relating to the Series D Stock or any series of Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation) which would adversely affect the powers, preferences, rights or privileges of the Series D Stock or the Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation; provided, however, that if any such amendment, alteration or repeal would adversely affect the powers, preferences, rights or privileges of the Series D Stock or one or more series of the Preferred Stock or ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, but shall not so affect the entire class, then only the shares of the one or more series so affected shall be considered to be a separate class entitled to vote upon or consent to such amendment, alteration or repeal; (b) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Series D Stock and all other series of Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of the Series D Stock and such other series of Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, shall vote together as a single class without regard to series, shall be necessary for authorizing, effecting or validating the creation, authorization or issue of any class of stock of the Corporation ranking prior to the shares of the Series D Stock and such other series of Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, as to dividends or upon liquidation, or the reclassification of any authorized stock of the Corporation into any such prior shares, or the creation, authorization or issue of any obligation or security convertible into or evidencing the right to purchase any such prior shares; and -38- (c) If at the time of any annual meeting of stockholders for the election of directors a default in preference dividends on the Series D Stock or the Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, shall exist, the number of directors constituting the Board of Directors shall be increased by two, and the holders of the Series D Stock and the Preferred Stock of all series ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of Common Stock, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Series D Stock and the Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation. Each director elected by the holders of shares of Series D Stock and Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, (herein called a "Preferred Director") shall continue to serve as such director for the full term for which he shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed without cause by, and shall not be removed without cause except by, the vote of the holders of record of the outstanding shares of Series D stock and Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, voting together as a single class without regard to series, at a meeting of the stockholders, or of the holders of shares of Series D Stock and Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, called for that purpose. So long as a default in preference dividends on the Series D Stock or the Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation shall exist, (A) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (B)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (B) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Series D Stock and Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Series D Stock or the Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, shall be deemed to have occurred whenever the amount of accrued dividends upon the Series D Stock or any series of the Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, shall be equivalent to six full quarterly dividends (which, with respect to any Series D Stock providing for other than quarterly dividend periods, shall be deemed to be dividends in respect of a number of dividend periods containing not less than 540 days) or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Series D Stock and Preferred Stock ranking on a parity with the Series D Stock, either as to dividends or upon liquidation, of each and every series then outstanding shall have been paid to the end of the last preceding dividend period. 4. Redemption. (a)(i) The Series D Stock may be redeemed, at the option of the Corporation, as a whole or from time to time in part, (A) in the case of a Short-Term Dividend Period, on the -39- Dividend Payment Date for such period and (B) in the case of a Long-Term Dividend Period, on such Dividend Payment Dates as may be established by the Term Selection Agent as redemption dates, and on such other terms as may be established by the Term Selection Agent, such dates and other terms have been determined by the Term Selection Agent as the dates and terms which provide the Corporation with the most favorable financing alternatives, such determination to be based upon the factors listed in clauses (i)-(viii) of subparagraph 2(b) (vii) hereof at a redemption price of $100,000 per shares plus an amount equal to accrued and unpaid dividends thereon (whether or not earned or declared) to the date fixed for redemption. (a) (ii) If fewer than all of the outstanding shares of Series D Stock are to be redeemed pursuant to subparagraph (i) of this paragraph (a), the number of shares to be redeemed shall be determined by the Board of Directors, and such shares shall be redeemed pro rata from the Holders in proportion to the number of such shares held by such Holders (with adjustments to avoid redemption of fractional shares). (b) If the Corporation shall redeem shares of Series D Stock pursuant to paragraph (a) of this Section 4, notice of such redemption shall be given by mailing the same by first class mail, postage prepaid, not less than 30 nor more than 45 days prior to the date fixed for redemption thereof, to each Holder of the shares to be redeemed, at such Holder's address as the same appears on the stock register of the Corporation. Such notice shall state: (i) the redemption date; (ii) the number of shares of Series D Stock to be redeemed; (iii) the redemption price plus the amount of accrued and unpaid dividends to the redemption date; (iv) the place or places where certificates for such shares of Series D Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares held by any Holder are to be redeemed, the notice mailed to such Holder shall also specify the number of shares to be redeemed from such Holder. (c) Notwithstanding the provisions of paragraph (a) of this Section 4, if any dividends on the Series D Stock are in arrears, no shares of Series D Stock shall be redeemed unless all outstanding shares of Series D Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares of Series D Stock; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of Series D Stock pursuant to a purchase or exchange offer made on the same terms to Holders of all outstanding shares of Series D Stock. (d) If notice of redemption has been given under paragraph (b) of this Section 4 or the Corporation has irrevocably authorized and directed the Redemption Agent to begin promptly and complete such giving of notice, and the Corporation has deposited in trust with the Redemption Agent funds necessary for such redemption, from and after the later of the date of such notice or the date such deposit is made, the shares of Series D Stock called for redemption shall no longer be deemed to be outstanding, and all rights of the Holders thereof as stockholders of the Corporation (except the right to receive the redemption price plus an amount equal to the accrued and unpaid dividends thereon to the date fixed for redemption) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), the redemption price set forth above plus an amount equal to such accrued and unpaid dividends shall be paid by the Redemption Agent to the Holders of the shares of Series D Stock subject to redemption as set forth in paragraph (c) of this Section 4. In case fewer than all of the -40- shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the Holder thereof. (e) As long as the Applicable Rate is based on the results of an Auction, on the Business Day immediately preceding the date fixed for redemption, the Corporation shall pay the applicable Redemption Deposit Amount (as defined in Section 9 of this Part I) to the Redemption Agent, in funds available on the redemption date for disbursement to Holders as appropriate. All such moneys shall be held in trust by the Redemption Agent for the benefit of Holders of shares so to be redeemed. 5. Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the Corporation, the Holders of the Series D Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to the Series D Stock upon liquidation, the amount of $100,000 per share, plus a sum equal to all dividends (whether or not earned or declared) on such shares accrued and unpaid thereon to the date of the final distribution. (b) Neither the sale of all or substantially all the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. (c) After the payment to the holders of the Series D Stock of the full preferential amounts provided for in this Section 5, the holders of Series D Stock as such shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the holders of Series D Stock upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 5, no such distribution shall be made on account of any shares of any other class or series of Preferred Stock ranking on a parity with the Series D Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the Series D Stock, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. (e) Upon the dissolution, liquidation or winding up of the Corporation, the holders of shares of Series D Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 5 before any payment shall be made to the holders of any class or series of capital stock of the Corporation ranking junior upon liquidation to the Series D Stock. 6. Sinking or Retirement Fund. -41- The Series D Stock shall not be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such stock. 7. Rank. For purposes of this paragraph 6(c) of Article Fourth, any stock of any class or classes of the Corporation shall be deemed to rank: (a) prior to the Series D Stock, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of Series D Stock; (b) on a parity with the Series D Stock, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, are different from those of the Series D Stock, or if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of Series D Stock; and (c) junior to the Series D Stock, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of Series D Stock shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. 8. Additional Agreements. (a) Term Selection Agent. The Corporation shall use its best efforts to maintain a Term Selection Agent with respect to the Series D Stock to act in accordance with the provisions set forth herein. (b) Trust Company. The Corporation shall use its best efforts to maintain a Trust Company with respect to the Series D Stock to act in accordance with the provisions set forth herein. 9. As used in Parts I and II of this paragraph 6(c) of Article Fourth, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires: (a) "60-day 'AA' Composite Commercial Paper Rate," on any date, shall mean (i) the interest equivalent of the 60-day rate on commercial paper placed on behalf of issuers whose corporate bonds are rated "AA" by Standard & Poor's or its successor, or the equivalent of such rating by another rating agency, as such 60-day rate is made available on a discount basis or otherwise by the Federal Reserve Bank of New York for the immediately preceding Business Day prior to such date; or (ii) in the event that the Federal Reserve Bank of New York does not make available -42- such a rate, then the arithmetic average of the interest equivalent of the 60-day rate on commercial paper placed on behalf of such issuers, as quoted on a discount basis or otherwise by the Commercial Paper Dealers to the Trust Company for the close of business on the immediately preceding Business Day prior to such date. If any Commercial Paper Dealer does not quote a rate required to determine the 60-day "AA" Composite Commercial Paper Rate, the 60-day "AA" Composite Commercial Paper Rate shall be determined on the basis of the quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers and any Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers selected by the Corporation to provide such rate or rates not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the case may be, or, if the Corporation does not select any such Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. If the Board of Directors shall adjust the number of Dividend Period Days pursuant to the second sentence of subparagraph (b)(iv) of Section 2 of this Part I, then (i) if the Dividend Period Days shall be 70 or more days but fewer than 85 days, such rate shall be the arithmetic average of the interest equivalent of the 60-day and 90-day rates on such commercial Paper, and (ii) if the Dividend Period Days shall be 85 or more days but 98 or fewer days, such rate shall be the interest equivalent of the 90-day rate on such commercial paper. For purposes of this definition, the "interest equivalent" of a rate stated on a discount basis (a "discount rate") for commercial paper maturing in a given number of days shall be equal to the quotient (rounded to the nearest one-thousandth (.001) of 1%) of (A) the discount rate divided by (B) the difference between (x) 1.00 and (y) a fraction the numerator of which shall be the product of the discount rate times the number of days in which such commercial paper matures and the denominator of which shall be 360. (b) "Applicable 'AA' Composite Commercial Paper Rate" for any Long- Term Dividend Period on any date, shall mean (A) in the case of any Long- Term Dividend Period of less than 70 Dividend Period Days, the interest equivalent of the 60-day rate, (B) in the case of any Long-Term Dividend Period of 70 Dividend Period Days or more but less than 85 Dividend Period Days, the arithmetic average of the interest equivalent of the 60-day and 90-day rates, (C) in the case of any Long-Term Dividend Period of 85 Dividend Period Days or more but less than 120 Dividend Period Days, the interest equivalent of the 90-day rate, (D) in the case of any Long-Term Dividend Period of 120 Dividend Period Days or more but less than 148 Dividend Period Days, the arithmetic average of the interest equivalent of the 90-day and 180-day rates, (E) in the case of any Long-Term Dividend Period of 148 Dividend Period Days or more but less than 210 Dividend Period Days, the interest equivalent of the 180-day rate, (F) in the case of any Long-Term Dividend Period of 210 Dividend Period Days or more but less than 238 Dividend Period Days, the arithmetic average of the interest equivalent of the 180-day and 270-day rates and (G) in the case of any Long-Term Dividend Period of 238 or more Dividend Period Days, the interest equivalent of the 270-day rate, on commercial paper placed on behalf of issuers whose corporate bonds are rated "AA" by Standard & Poor's or its successor, or the equivalent of such rating by another rating agency as made available on a discount basis or otherwise by the Federal Reserve Bank of New York -43- for the Business Day immediately preceding such date or in the event that the Federal Reserve Bank of New York does not make available any such rate, then the arithmetic average of such rates, as quoted on a discount basis or otherwise, by the Commercial Paper Dealers, to the Trust Company for the close of business on the Business Day next preceding such date. If any Commercial Paper Dealer does not quote a rate required to determine the "AA" Composite Commercial Paper Rate, the "AA" Composite Commercial Paper Rate shall be determined on the basis of the quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers and any Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers selected by the Corporation to provide such rate or rates not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the case may be, or, if the Corporation does not select any such Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. For purposes of this definition, the "interest equivalent" means the equivalent yield on a 360-day basis of a discount-basis security to an interest- bearing security. (c) "Applicable Rate" shall mean the rate per annum at which dividends are payable for any Dividend Period established pursuant to clause (c)(i)(A) of Section 2 of this Part I. (d) "Applicable Treasury Rate" on any date, which respect to the Series D Stock with a Long-Term Dividend Period of one year or more, shall mean the interest equivalent of the rate for direct obligations of the United States Treasury having an original maturity which is equal to, or next lower than, the length of such Long-Term Dividend Period, as published weekly by the Federal Reserve Board in "Federal Reserve Statistical Release H.15 (519)--Selected Interest Rates," or any successor publication by the Federal Reserve Board within five Business days preceding such date. In the event that the Federal Reserve Board does not publish such weekly per annum interest rate, or if such release is not yet available, the applicable Treasury Rate will be the arithmetic average of the secondary market bid rates as of approximately 3:30 p.m., New York City time, on the Business Day next preceding such date of the U.S. Government Securities Dealers obtained by the Trust Company (in the case of a determination of the Applicable Treasury Rate on any Auction Date) or the Corporation (in the case of a determination of such rate on any other day) for the issue of direct obligations of the United States Treasury, in an aggregate principal amount of at least $1,000,000, with a remaining maturity equal to, or next lower than, the number of Dividend Period Days in such Long-Term Dividend Period. If any U.S. Government Securities Dealer does not quote a rate required to determine the Applicable Treasury Rate, the Applicable Treasury Rate shall be determined on the basis of the quotation or quotations furnished by the remaining U.S. Government Securities Dealer or Dealers or any Substitute U.S. Government Securities Dealer or Dealers selected by the Corporation to provide such rate or rates not being supplied by any U.S. Government Securities Dealer or Dealers, as the case may be, or, if the Corporation does not select any such Substitute U.S. Government Securities Dealer or Dealers, by the remaining U.S. Government Securities Dealer or Dealers: provided that, in the event the Corporation is unable to cause such quotations to be furnished to the Trust -44- Company (or, if applicable, to the Corporation) by such sources, the Corporation may cause such rates to be furnished to the Trust Company (or, if applicable, to the Corporation) by such alternative source as the Corporation in good faith deems to be reliable. For purposes of this definition, the "interest equivalent" of a rate stated on a discount basis shall be equal to the quotient of (A) the discount rate divided by (B) the difference between 1.00 and the discount rate. (e) "Auction" shall mean each periodic implementation of the Auction procedures. (f) "Auction Date" shall mean the Business Day next preceding the first day of each Dividend Period after the Initial Dividend Period. (g) "Auction Procedures" shall mean the procedures for conducting Auctions set forth in Part II hereof. (h) "Board of Directors" shall mean the Board of Directors of the Corporation or (except in the context of the voting rights provisions relating to the Series D Stock as provided for in Section 3 of this Part I) a duly authorized committee thereof. (i) "Business Day" shall mean a day on which the New York Stock Exchange, Inc. is open for trading and on which banks in neither The City of New York, New York, nor Chicago, Illinois, are authorized by law to close. (j) "Code" shall mean the Internal Revenue Code of 1986. (k) "Commercial Paper Dealers" shall mean Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc. and Shearson Lehman Hutton Inc. or, in lieu of any thereof, their respective affiliates or successors. (l) "Common Stock" shall mean all shares now or hereafter issued of any class of common stock of the Corporation presently authorized and any other shares of stock into which such stock may hereinafter be changed from time to time. (m) "Date of Original Issue" shall mean the date on which the Corporation originally issues shares of Series D Stock. (n) "Dividend Payment Date" shall have the meaning specified in subparagraph (b)(v) of Section 2 of this Part I. (o) "Dividend Period" and "Dividend Periods" shall have the meaning specified in subparagraph (b)(vi) of Section 2 of this Part I. (p) "Dividend Period Days" shall mean the number of days, without giving effect to clauses A and B of subparagraph 2(b)(iii), between successive Dividend -45- Payment Dates, and shall be calculated by including the first Dividend Payment Date and excluding the last Dividend Payment Date. (q) "Dividend Quarter" shall have the meaning specified in subparagraph (b)(v) of Section 2 of this Part I. (r) "Holder" shall mean a holder of shares of Series D Stock as such holder's name appears on the stock register of the Corporation. (s) "Initial Dividend Payment Date" shall have the meaning specified in subparagraph (b)(v) of Section 2 of this Part I. (t) "Initial Dividend Period" shall have the meaning specified in subparagraph (b)(vi) of Section 2 of this Part I. (u) "Long-Term Dividend Period" shall have the meaning specified in subparagraph (b)(vi) of Section 2 of this Part I. (v) "Maximum Rate," with respect to a Short-Term Dividend Period, on any Auction Date will be the rate obtained by multiplying the 60-day "AA" Composite Commercial Paper Rate on such Auction Date, and with respect to a Long-Term Dividend Period, the Maximum Rate on any Auction Date will be the rate obtained by multiplying the Reference Rate on such Auction Date, by a percentage determined as set forth below based on the credit ratings assigned to the Series D Stock by Moody's and Standard & Poor's (or by one of them and a Substitute Rating Agency if Moody's or Standard & Poor's shall not make such rating available, or by two Substitute Rating Agencies if neither Moody's nor Standard & Poor's shall make such rating available; in the event that only one such rating shall be available, the percentage will be based on such rating).

Credit Rating - ----------------------------------------- Applicable Percentage of 60-day "AA" Composite Moody's Standard & Poor's Commercial Paper Rate or Reference Rate - ----------------------------------------- -------------------------- "aa3" or Above AA- or Above 110% "a3" to "al" A- to A+ 125% "baa3" to "baal" BBB- to BBB+ 150% "ba3" to "bal" BB- to BB+ 200% Below "ba3" Below BB- 250%

If the ratings are split between two of the foregoing categories, the lower rating will determine the prevailing rating. The Corporation shall take all reasonable action necessary to enable Moody's and Standard & Poor's to provide a rating for the Series D Stock. If either Moody's or Standard & Poor's shall not make such rating available or neither Moody's nor Standard & Poor's shall make -46- such a rating available, Goldman, Sachs & Co. or its affiliates and successors, after consultation with the Corporation, shall select a Substitute Rating Agency or two Substitute Rating Agencies, as the case may be. (w) "Minimum Holding Period" shall have the meaning specified in subparagraph (b)(iv) of Section 2 of this Part I. (x) "Moody's" shall mean Moody's Investors Service, Inc., or its successor, so long as such agency (or successor) is in the business of rating securities of the type of the Series D Stock and, if such agency is not in such business, then a Substitute Rating Agency. (y) "Non-Auction Rate" shall have the meaning specified in clause (c)(i)(A) of Section 2 of this Part I. (z) "Notice of Long-Term Dividend Period" shall have the meaning specified in subparagraph (b)(vii) of Section 2 of this Part I. (aa) "Notice of Revocation" shall have the meaning specified in subparagraph (b)(vii) of Section 2 of this Part I. (bb) "Notice of Removal" shall have the meaning specified in subparagraph (b)(vii) of Section 2 of this Part I. (cc) "Outstanding" shall mean, as of any date, shares of Series D Stock theretofore issued by the Corporation except, without duplication, (i) any shares of Series D Stock theretofore canceled or delivered to the Trust Company for cancellation or redeemed by the Corporation or as to which the Corporation shall have published a notice of redemption or irrevocably authorized and directed the Redemption Agent to begin and promptly complete such publication of notice, and deposited in trust with the Redemption Agent funds necessary for such redemption in accordance with this Restated Certificate of Incorporation, (ii) any shares of Series D Stock as to which the Corporation or any Affiliate thereof (other than a Broker-Dealer affiliate) shall be an Existing Holder and (iii) any shares of Series D Stock represented by any certificate in lieu of which a new certificate has been executed and delivered by the Corporation. (dd) "Paying Agent" shall mean a bank or trust company appointed as such by a resolution of the Board of Directors. (ee) "Preferred Director" shall have the meaning specified in paragraph (c) of Section 3 of this Part I. (ff) "Rate Adjustment Event" shall mean any failure by the Corporation to pay (i) to the Paying Agent funds available on any Dividend Payment Date in the full amount of any dividend (whether or not earned or declared) to be paid on such Dividend Payment Date on any share of Series D Stock or (ii) to the Redemption Agent funds available on any redemption date in the full amount of the redemption -47- price to be paid on such redemption date, plus an amount equal to the accrued and unpaid dividends thereon (whether or not earned or declared) to such redemption date, of any share of Series D Stock after a notice of redemption has been given. (gg) "Redemption Agent" shall mean a bank or trust company appointed as such by a resolution of the Board of Directors. (hh) "Redemption Deposit Amount" shall mean the product of (i) the number of outstanding shares of Series D Stock to be redeemed times (ii) an amount equal to the applicable redemption price plus an amount equal to accrued and unpaid dividends (whether or not earned or declared) to the date fixed for redemption. (ii) "Reference Rate" shall, mean for Long-Term Dividend Periods (i) from 50 days to 270 days, the Applicable "AA" Composite Commercial Paper Rate, (ii) from 270 days to one year, the higher of the 270-day Applicable "AA" Composite Commercial Paper Rate and the one-year Applicable Treasury Rate and (iii) from one year to 10 years, the Applicable Treasury Rate. (jj) "Securities Depository" shall mean The Depository Trust Company and its successors and assigns or any other securities depository selected by the Corporation which agrees to follow the procedures required to be followed by such securities depository in connection with shares of Series D Stock. (kk) "Short-Term Dividend Period" shall have the meaning specified in subparagraph (b)(vi) of Section 2 of this Part I. (ll) "Standard & Poor's" shall mean Standard & Poor's Corporation, or its successor, so long as such agency (or successor) is in the business of rating securities of the type of the Series D Stock and, if such agency is not in such business, then a Substitute Rating Agency. (mm) "Subsequent Dividend Period" and "Subsequent Dividend Periods" shall have the respective meanings specified in clause (c)(i)(A) of Section 2 of this Part I. (nn) "Substitute Commercial Paper Dealer" shall mean The First Boston Corporation or Morgan Stanley & Co. Incorporated, or their respective affiliates or successors; provided that neither such dealer nor any of its affiliates shall be a Commercial Paper Dealer. (oo) "Substitute Rating Agency" shall mean a nationally recognized statistical rating organization (as that term is used in the rules and regulations of the Securities Exchange Act of 1934) selected by Goldman, Sachs & Co., or its successors or affiliates, after consultation with the Corporation. -48- (pp) "Substitute U.S. Government Securities Dealer" shall mean Morgan Stanley & Co. Incorporated or Salomon Brothers Inc., or their respective affiliates or successors. (qq) "Sufficient Clearing Bids" shall have the meaning specified in paragraph (a) of Section 4 of Part II hereof. (rr) "Term Selection Agent" shall mean Goldman, Sachs & Co., unless or until another investment banking firm has been appointed as such by a resolution of the Board of Directors of the Corporation. (ss) "Trust Company" shall mean a bank or trust company appointed as such by a resolution of the Board of Directors. (tt) "U.S. Government Securities Dealer" shall mean Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and The First Boston Corporation or, in lieu of any thereof, their respective affiliates or successors. PART II 1. Certain Definitions. Capitalized terms not defined in the Section 1 shall have the respective meanings specified in Part I of this paragraph 6(c) of Article Fourth. As used in this Part II, the following terms shall have the following meanings, unless the context otherwise requires: (a) "Affiliate" shall mean any Person known to the Trust Company to be controlled by, in control of or under common control with the Corporation. (b) "Agent Member" shall mean the member of the Securities Depository that will act on behalf of a Bidder and is identified as such in such Bidder's Purchaser's Letter. (c) "Available Series D Stock" shall have the meaning specified in paragraph (a) of Section 4 of this Part II. (d) "Bid" and "Bids" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (e) "Bidder" and Bidders" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (f) "Broker-Dealer" shall mean any broker-dealer, or other entity permitted by law to perform the function required of a broker-dealer in this Part II, that is a member of, or a participant in, the Securities Depository, and that has been selected -49- by the Corporation and has entered into a Broker-Dealer Agreement with the Trust Company that remains effective. (g) "Broker-Dealer Agreement" shall mean an agreement between the Trust Company and a Broker-Dealer pursuant to which such Broker-Dealer agrees to follow the procedures specified in this Part II. (h) "Existing Holder," when used with respect to shares of Series D Stock, shall mean a Person who signed a Purchaser's Letter and is listed as the beneficial owner of such shares of Series D Stock in the records of the Trust Company. (i) "Hold Order" and "Hold Orders" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (j) "Order" and "Orders" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (k) "Person" shall mean and include an individual, a partnership, a corporation, a trust, an incorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof. (l) "Potential Holder" shall mean any Person, including any Existing Holder, (i) who shall have executed a Purchaser's Letter and (ii) who may be interested in acquiring shares of Series D Stock (or, in the case of an Existing Holder, additional shares of Series D Stock). (m) "Purchaser's Letter" shall mean a Master Purchaser's Letter, the form of which is attached hereto, addressed to the Corporation, the Trust Company and an Agent Member in which a Person agrees, among other things, to offer to purchase, to offer to sell and/or to sell shares of Series D Stock as set forth in this Part II, or a similar letter containing substantially the same information and representations, or such other letter as the Board of Directors shall approve. (n) "Sell Order" and "Sell Orders" shall have the respective meanings specified in paragraph (a) of Section 2 of this Part II. (o) "Submission Deadline" shall mean 12:30 P.M., New York City time, on any Auction Date or such other time on any Auction Date by which Broker-Dealers are required to submit Orders to the Trust Company as specified by the Trust Company from time to time. (p) "Submitted Bid" and "Submitted Bids" shall have the respective meanings specified in paragraph (a) of Section 4 of this Part II. (q) "Submitted Hold Order" and "Submitted Hold Orders" shall have the respective meanings specified in paragraph (a) of Section 4 of this Part II. -50- (r) "Submitted Order" and "Submitted Orders" shall have the respective meanings specified in paragraph (a) of Section 4 of this Part II. (s) "Submitted Sell Order" and "Submitted Sell Orders" shall have the respective meanings specified in paragraph (a) of Section 4 of this Part II. (t) "Winning Bid Rate" shall have the meaning specified in paragraph (a) of Section 4 of this Part II. 2. Orders by Existing Holders and Potential Holders. (a) On or prior to the Submission Deadline on each Auction Date: (i) each Existing Holder may submit to a Broker-Dealer information as to: (A) the number of Outstanding shares, if any, of Series D Stock held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Applicable Rate for the next succeeding Dividend Period; (B) the number of Outstanding shares, if any, of Series D Stock that such Existing Holder desires to continue to hold if the Applicable Rate for the next succeeding Dividend Period shall not be less than the rate per annum specified by such Existing Holder; and/or (C) the number of Outstanding shares, if any, of Series D Stock held by such Existing Holder which such Existing Holder offers to sell without regard to the Applicable Rate for the next succeeding Dividend Period; and (ii) one or more Broker-Dealers, using lists of Potential Holders, shall in good faith for the purpose of conducting a competitive Auction in a commercially reasonable manner, contact Potential Holders, including Persons that are not Existing Holders, on such lists to determine the number of shares, if any, of Series D Stock which each such Potential Holder offers to purchase, provided that the Applicable Rate for the next succeeding Dividend Period shall not be less than the rate per annum specified by such Potential Holder. For the purposes hereof, the communication to a Broker-Dealer of information referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this paragraph (a) is hereinafter referred to as an "Order" and collectively as "Orders" and each Existing Holder and each Potential Holder placing -51- an Order is hereinafter referred to as a "Bidder" and collectively as "Bidders"; an Order containing the information referred to in clause (i)(A) of this paragraph (a) is hereinafter referred to as a "Hold Order" and collectively as "Hold Orders"; an Order containing the information referred to in clause (i)(B) or (ii) of this paragraph (a) is hereinafter referred to as a "Bid" and collectively as "Bids"; and an Order containing the information referred to in clause (i)(C) of this paragraph (a) is hereinafter referred to as a "Sell Order" and collectively as "Sell Orders." (b)(i) A Bid by an Existing Holder shall constitute an irrevocable offer to sell: (A) the number of Outstanding shares of Series D Stock specified in such Bid if the Applicable Rate determined on such Auction Date shall be less than such specified rate; or (B) such number or a lesser number of Outstanding shares of Series D Stock to be determined as set forth in subparagraph (a)(iv) of Section 5 of this Part II if the Applicable Rate determined on such Auction Date shall be equal to such specified rate; or (C) a lesser number of Outstanding shares of Series D Stock to be determined as set forth in subparagraph (b)(iii) of Section 5 of this Part II if such specified rate shall be higher than the Maximum Rate and Sufficient Clearing Bids do not exist. (b)(ii) A Sell Order by an Existing Holder shall constitute an irrevocable offer to sell: (A) the number of Outstanding shares of Series D Stock specified in such Sell Order; or (B) such number or a lesser number of Outstanding shares of Series D Stock as set forth in subparagraph (b)(iii) of Section 5 of this Part II if Sufficient Clearing Bids do not exist. (b)(iii) A Bid by a Potential Holder shall constitute an irrevocable offer to purchase: (A) the number of Outstanding shares of Series D Stock specified in such Bid if the Applicable Rate determined on such Auction Date shall be higher than such specified rate; or -52- (B) such number or a lesser number of Outstanding shares of Series D Stock as set forth in subparagraph (a)(v) of Section 5 of this Part II if the Applicable Rate determined on such Auction Date shall be equal to such specified rate. 3. Submission of Orders by Broker-Dealers to Trust Company. (a) Each Broker-Dealer shall submit in writing to the Trust Company prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer and specifying with respect to each Order: (i) the name of the Bidder placing such Order; (ii) the aggregate number of shares of Series D Stock that are the subject of such Order; (iii) to the extent that such Bidder is an Existing Holder: (A) the number of shares, if any, of Series D Stock subject to any Hold Order placed by such Existing Holder; (B) the number of shares, if any, of Series D Stock subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and (C) the number of shares, if any, of Series D Stock subject to any Sell Order placed by such Existing Holder; and (iv) to the extent such Bidder is a Potential Holder, the rate specified in such Potential Holder's Bid. (b) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Trust Company shall round such rate up to the next highest one thousandth (.001) of 1%. (c) If an Order or Orders covering all of the outstanding shares of Series D Stock held by any Existing Holder is not submitted to the Trust Company prior to the Submission Deadline, the Trust Company shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of Series D Stock held by such Existing Holder and not subject to Orders submitted to the Trust Company. (d) If one or more Orders covering in the aggregate more than the number of Outstanding shares of Series D Stock held by any Existing Holder are submitted -53- to the Trust Company, such Orders shall be considered valid as follows and in the following order of priority: (i) all Hold Orders shall be considered valid, but only up to and including in the aggregate the number of shares of Series D Stock held by such Existing Holder, and, solely for purposes of allocating compensation among the Broker-Dealers submitting Hold Orders, if the number of shares of Series D Stock held by such Existing Holder is less than the aggregate number of shares that are the subject of such Existing Holder's Hold Orders, the number of shares subject to each Hold Order shall be reduced pro rata to cover the number of shares of Series D Stock held by such Existing Holder; (ii)(A) any Bid shall be considered valid up to and including the excess of the number of outstanding shares of Series D Stock held by such Existing Holder over the number of shares of Series D Stock subject to any Hold Order referred to in subparagraph (i) above; (ii)(B) subject to clause (A), if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the number of shares of Series D Stock subject to such Bids is greater than such excess, such Bids shall be considered valid up to the amount of such excess, and, solely for purposes of allocating compensation among the Broker-Dealers submitting Bids with the same rate, the number of shares of Series D Stock subject to each Bid with the same rate shall be reduced pro rata to cover the number of shares of Series D Stock equal to such excess; (ii)(C) subject to clause (A), if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates up to the amount of such excess; and (ii)(D) in any such event the number, if any, of such shares subject to Bids not valid under this subparagraph (ii) shall be treated as the subject of a Bid by a Potential Holder; and (iii) all Sell Orders shall be considered valid but only up to and including in the aggregate the excess of the number of Outstanding shares of Series D Stock held by such Existing Holder over the sum of the shares of Series D Stock subject to Hold Orders referred to in subparagraph (i) and valid Bids by Existing Holders referred to in subparagraph (ii) above. (e) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate therein specified. -54- 4. Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (a) Not earlier than the Submission Deadline on each Auction Date, the Trust Company shall assemble all Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders" and shall determine: (i) the excess of the total number of Series D Stock over the number of Outstanding shares of Series D Stock that are the subject of Submitted Hold Orders (such excess being hereinafter referred to as the "Available Series D Stock"); (ii) from the Submitted Orders whether: (A) the number of Outstanding shares of Series D Stock that are the subject of Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Rate exceeds or is equal to the sum of: (I) the number of Outstanding shares of Series D Stock that are the subject of Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Rate, and (II) the number of Outstanding shares of Series D Stock that are subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the number of shares of Series D Stock in clauses (I) and (II) above is zero because all of the outstanding shares of Series D Stock are the subject of Submitted Hold Orders), such Submitted Bids in clause (A) above being hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A)(I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were accepted, thus entitling such Existing Holders to continue to hold the shares of Series D -55- Stock that are the subject of such Submitted Bids; and (B)(I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other Submitted Bids from Potential Holders specifying lower rates were accepted, thus entitling the Potential Holders to purchase the shares of Series D Stock that are the subject of those Submitted Bids, would result in such Existing Holders described in clause (A) continuing to hold an aggregate number of Outstanding shares of Series D Stock which, when added to the number of Outstanding shares of Series D Stock to be purchased by such Potential Holders described in clause (B), would equal not less than the Available Series D Stock. (b) Promptly after the Trust Company has made the determinations pursuant to paragraph (a) of this Section 4, the Trust Company shall advise the Corporation of the Maximum Rate and, based on such determinations, the Applicable Rate for the next succeeding Dividend Period as follows: (i) if Sufficient Clearing Bids exist, that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Winning Bid Rate so determined; (ii) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding shares of Series D Stock are the subject of Submitted Hold Orders), then (a) if the Term Selection Agent has not given a Notice of Long-Term Dividend Period with respect to the next succeeding Dividend Period or has given a Notice of Revocation with respect thereto or such Notice of Long- Term Dividend Period shall be deemed to have been revoked, the Applicable Rate for such next succeeding Dividend Period shall be the Maximum Rate on the Auction Date for a Short-Term Dividend Period and (b) if the Term Selection Agent has given a Notice of Long-Term Dividend Period with respect to the next succeeding Dividend Period and has not given a Notice of Revocation with respect thereto and such Notice of Long-Term Dividend Period shall not have been deemed revoked, such next succeeding Dividend Period shall, notwithstanding such Notice of Long-Term Dividend Period, be a Short-Term Dividend Period, and the Applicable Rate for such next succeeding Dividend Period shall be the greatest of (i) the Applicable Rate in effect immediately prior to the applicable Auction, (ii) the Maximum Rate on the Auction Date for a Short-Term Dividend Period or (iii) the Maximum Rate on the Auction Date for the specified Long-Term Dividend Period, or -56- (iii) if all the Outstanding shares of Series D Stock are the subject of Submitted Hold Orders, that the Applicable Rate for the next succeeding Dividend Period shall (1) in the case of a Short-Term Dividend Period, be equal to 59% of the 60-day "AA" Composite Commercial Paper Rate in effect on the date of such Auction; and (2) in the case of a Long-Term Dividend Period, 59% of the Reference Rate in effect on the date of such Auction. 5. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based on the determinations made pursuant to paragraph (a) of Section 4 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the Trust Company shall take such other action as set forth below: (a) If Sufficient Clearing Bids have been made, subject to the provisions of paragraphs (c), (d) and (e) of this Section 5, Submitted Bids and Submitted Sell Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (i) the Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders specifying any rate that is higher than the Winning Bid Rate shall be rejected, thus requiring each such Existing Holder to sell the shares of Series D Stock that are the subject of such Submitted Bid; (ii) the Submitted Bid of each of the Existing Holders specifying any rate that is lower than the Winning Bid Rate shall be accepted, thus entitling each such Existing Holder to continue to hold the shares of Series D Stock that are the subject of each Submitted Bid; (iii) the Submitted Bid of each of the Potential Holders specifying any rate that is lower than the Winning Bid Rate shall be accepted; (iv) the Submitted Bid of each of the Existing Holders specifying a rate that is equal to the Winning Bid Rate shall be accepted, thus entitling each such Existing Holder to continue to hold the shares of Series D Stock that are the subject of such Submitted Bid, unless the number of outstanding shares of Series D Stock subject to all such Submitted Bids shall be greater than the number of shares of Series D Stock ("remaining shares") equal to the excess of the Available Series D Stock over the number of shares of Series D Stock subject to Submitted Bids described in subparagraphs (ii) and (iii) of this paragraph (a), in which event the Submitted Bids of each such Existing Holder shall be rejected, and each such Existing Holder shall be required to sell shares of Series D Stock but only in -57- an amount equal to the difference between (A) the number of outstanding shares of Series D Stock then held by such Existing Holder subject to such Submitted Bid and (B) the number of shares of Series D Stock obtained by multiplying the number of remaining shares by a fraction the numerator of which shall be the number of Outstanding shares of Series D Stock held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of Series D Stock subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and (v) the Submitted Bid of each of the Potential Holders specifying a rate that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of shares of Series D Stock obtained by multiplying the difference between the Available Series D Stock and the number of shares of Series D Stock subject to Submitted Bids described in subparagraphs (ii), (iii) and (iv) of this paragraph (a) by a fraction the numerator of which shall be the number of Outstanding shares of Series D Stock subject to such Submitted Bid and the denominator of which shall be the sum of the number of outstanding shares of Series D Stock subject to such Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate. (b) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding shares of Series D Stock are subject to Submitted Hold Orders), subject to the provisions of paragraphs (c), (d) and (e) of this Section 5, Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (i) the Submitted Bid of each Existing Holder specifying any rate that is equal to or lower than the Maximum Rate shall be accepted, thus entitling such Existing Holder to continue to hold the shares of Series D Stock that are the subject of such Submitted Bid; (ii) the Submitted Bid of each Potential Holder specifying any rate that is equal to or lower than the Maximum Rate shall be accepted; and (iii) the Submitted Bids of each Existing Holder specifying any rate that is higher than the Maximum Rate shall be rejected and the Submitted Sell Orders of each Existing Holder shall be accepted, in both cases only in an amount equal to the difference between (A) the number of Outstanding shares of Series D Stock then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (B) the number of shares of Series D Stock obtained by multiplying the difference between the Available Series D Stock and the aggregate number of shares of Series D Stock subject to -58- Submitted Bids described in subparagraphs (i) and (ii) of this paragraph (b) by a fraction the numerator of which shall be the number of Outstanding shares of Series D Stock held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the number of Outstanding shares of Series D Stock subject to all such Submitted Bids and Submitted Sell Orders. (c) If all of the Outstanding shares of Series D Stock are the subject of Submitted Hold Orders, all Submitted Bids shall be rejected. (d) If, as a result of the procedures described in paragraph (a) or (b) of this Section 5, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of Series D Stock on any Auction Date, the Trust Company, in such manner as it shall determine in its sole discretion, shall round up or down the number of shares of Series D Stock to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date so that the number of shares purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be whole shares of Series D Stock. (e) If, as a result of the procedures described in paragraph (a) of this Section 5, any Potential Holder would be entitled or required to purchase less than a whole share of Series D Stock on any Auction Date, the Trust Company, in such manner as it shall determine in its sole discretion, shall allocate shares for purchase among Potential Holders so that only whole shares of Series D Stock are purchased on such Auction Date by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing shares of Series D Stock on such Auction Date. (f) Based on the results of each Auction, the Trust Company shall determine the aggregate number of shares of Series D Stock to be purchased and the aggregate number of shares of Series D Stock to be sold by Potential Holders and Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect to each Broker-Dealer, to the extent that such aggregated number of shares to be purchased and such aggregate number of shares to be sold differ, determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, shares of Series D Stock. 6. Miscellaneous. (a) The Board of Directors may interpret the provisions of this Part II to resolve any inconsistency or ambiguity which may arise or be revealed in connection which the Auction Procedures provided for herein, and if such inconsistency or ambiguity reflects an inaccurate provision hereof, the Board of Directors may, in -59- appropriate circumstances, authorize the filing of a Certificate of Correction or Certificate of Amendment. (b) So long as the Applicable Rate is based on the results of an Auction, an Existing Holder (i) may sell, transfer or otherwise dispose of shares of Series D Stock only pursuant to a Bid or Sell Order in accordance with the procedures described in this Part II or to or through a Broker- Dealer or to a Person that has delivered a signed copy of a Purchaser's Letter to the Trust Company, provided that in the case of all transfers other than pursuant to Auctions such Existing Holder or its Broker-Dealer advises the Trust Company of such transfer, and (ii) shall have the ownership of the shares of Series D Stock held by it maintained in book entry form by the Securities Depository in the account of its Agent Member, which in turn will maintain records of such Existing Holder's beneficial ownership. (c) Neither the Corporation nor any Affiliate thereof may submit an Order in any Auction. Any Broker-Dealer that is an Affiliate of the Corporation may not submit Bids to purchase shares of Series D Stock in Auctions for its own account, and if such affiliated Broker-Dealer has otherwise acquired shares for its own account, it must submit a Sell Order in the next Auction with respect to such shares. (d) The Trust Company shall reject any Submitted Order of the Corporation or an Affiliate, except for Sell Orders of affiliated Broker- Dealers. (e) From and after the occurrence of a Rate Adjustment Event, shares of Series D Stock shall be registered for transfer or exchange and new certificates issued upon surrender of the old certificates deemed by the Trust Company (or any other transfer agent or registrar appointed by the Corporation) properly endorsed for transfer with all necessary endorsers' signatures guaranteed in such manner and form as the Trust Company (or such other transfer agent or registrar) may require by a guarantor reasonably believed by the Trust Company (or such other transfer agent or registrar) to be responsible, accompanied by such assurances as the Trust Company (or such other transfer agent or registrar) shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes or funds necessary for the payment of such taxes. (d) 6.25% Cumulative Convertible Preferred Stock, Series E 1. Designation. -60- The designation of said series of Preferred Stock shall be 6.25% Cumulative Convertible Preferred Stock, Series E (the "Series E Stock"). The maximum number of shares of Series E Stock shall be 50,000. The Series E Stock shall be without par value (stated value of $1,000.00 per share). 2. Dividends. (a) The Series E Stock shall be entitled to receive dividends at an annual rate of $62.50 per share. Such dividends shall accrue and be cumulative from the date of original issuance of the Series E Stock and shall be payable, when and as declared by the Board, on the 15th day of February, May, August and November of each year commencing the 15th day of May 1992. Each such dividend shall be paid to the holders of record of the Series E Stock as they appear on the stock register of the Corporation at the close of business on the applicable record date, which shall be the last day of the month preceding the month in which the dividend payment date of such dividend occurs, provided that no dividend shall be paid on shares of Series E Stock redeemed on a redemption date which is between a dividend payment record date and the corresponding dividend payment date (an amount equal to such dividend being payable with the redemption price pursuant to Section 4(a)). Dividends on account of arrears or any past dividend periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board. (b) No full dividends shall be declared or paid or set aside for payment on Preferred Stock of any series ranking, as to dividends, on a parity with or junior to the Series E Stock for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series E Stock for all dividend payment periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full, as aforesaid, upon the Series E Stock and any other Preferred Stock ranking on a parity as to dividends with the Series E Stock, all dividends declared upon the Series E Stock and any other Preferred Stock ranking on a parity as to dividends with the Series E Stock shall be declared pro rata so that the amount of dividends declared per share on the Series E Stock and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series E Stock and such other Preferred Stock bear to each other. Holders of Series E Stock shall not be entitled to any dividend, whether payable in cash, property or stocks, in excess of the full cumulative dividends, as herein provided, on the Series E Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the Series E Stock which may be in arrears. (c) So long as any shares of Series E Stock are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to the Series E Stock as to dividends and upon liquidation and other than as provided in paragraph (b) of this Section 2) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to or on a parity with the Series E Stock as to dividends or -61- upon liquidation, nor shall any Common Stock or any other stock of the Corporation ranking junior to or on a parity with the Series E Stock as to dividends or upon liquidation, or any depositary shares representing such stock, be redeemed, purchased or otherwise acquired for any consideration (or any moneys paid to or made available for a sinking fund or for the redemption of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to the Series E Stock as to dividends and upon liquidation) unless, in each case, the full cumulative dividends on all outstanding shares of the Series E Stock shall have been paid for all past dividend payment periods. (d) Dividends payable on the Series E Stock for any period less than a full quarterly dividend period, and for the dividend period beginning on the date of issuance of the Series E Stock, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 3. Voting. (a) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of a least 66-2/3% of all of the shares of the Series E Stock and all other series of Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of Series E Stock and shares of Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, shall vote together as a separate class, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of this Restated Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designations or any similar document relating to the Series E Stock or any series of Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation) which would adversely affect the powers, preferences, rights or privileges of the Series E Stock or the Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation; provided, however, that if any such amendment, alteration or repeal would adversely affect the powers, preferences, rights or privileges of the Series E Stock or one or more series of the Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, but shall not so affect the entire class, then only the shares of the one or more series so affected shall be considered to be a separate class entitled to vote upon or consent to such amendment, alteration or repeal; (b) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Series E Stock and all other series of Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of the Series E Stock and such -62- other series of Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, shall vote together as a single class without regard to series, shall be necessary for authorizing, effecting or validating the creation, authorization or issue of any shares of any class of stock of the Corporation ranking prior to the shares of the Series E Stock and such other series of Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, as to dividends or upon liquidation, or the reclassification of any authorized stock of the Corporation into any such prior shares, or the creation, authorization or issue of any obligation or security convertible into or evidencing the right to purchase any such prior shares; and (c) If at the time of any annual meeting of stockholders for the election of directors a default in preference dividends on the Series E Stock or the Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, shall exist, the number of directors constituting the Board of Directors shall be increased by two, and the holders of the Series E Stock and the Preferred Stock of all series ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of Common Stock, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Series E Stock and the Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation. Each director elected by the holders of shares of Series E Stock and Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, (herein called a "Preferred Director") shall continue to serve as such director for the full term for which he shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed without cause by, and shall not be removed without cause except by, the vote of the holders of record of the outstanding shares of Series E Stock and Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, voting together as a single class without regard to series, at a meeting of the stockholders, or of the holders of shares of Series E Stock and Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, called for that purpose. So long as a default in preference dividends on the Series E stock or the Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, shall exist, (A) any vacancy in the office of Preferred Director may be filled (except as provided in the following clause (B)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (B) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Series E Stock and Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors shall be reduced by two. -63- For the purposes hereof, a "default in preference dividends" on the Series E Stock or the Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, shall be deemed to have occurred whenever the amount of accrued dividends upon the Series E Stock or any series of the Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, shall be equivalent to six full quarterly dividends (which, with respect to any Series E Stock or any Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, providing for other than quarterly dividend periods, shall be deemed to be dividends in respect of a number of dividend periods containing not less than 540 days) or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Series E Stock and Preferred Stock ranking on a parity with the Series E Stock, either as to dividends or upon liquidation, of each and every series then outstanding shall have been paid to the end of the last preceding dividend period. (d) Whenever the holders of the Series E stock shall be entitled to vote pursuant to this resolution, such holders shall have one vote for each whole share of Series E Stock. 4. Redemption. (a) The Corporation may, at its option, but only with prior approval of the Board of Governors of the Federal Reserve System, redeem the Series E Stock, as a whole or in part, at any time or from time to time prior to the conversion thereof pursuant to Section 5, at the redemption price indicated below if such redemption is during the periods indicated plus, in each case, accrued and unpaid dividends thereon through the day preceding the date fixed for redemption, whether or not earned or declared:

Redemption Price (as a Percentage of Year liquidation preference) ---- ---------------------- February 15, 1995 through February 14, 1996 104.375% February 15, 1996 through February 14, 1997 103.750% February 15, 1997 through February 14, 1998 103.125% February 15, 1998 through February 14, 1999 102.500% February 15, 1999 through February 14, 2000 101.875% February 15, 2000 through February 14, 2001 101.250% February 15, 2001 through February 14, 2002 100.625% February 15, 2002 and thereafter 100.000%

provided, however, that the Series E Stock may not be so redeemed prior to February 15, 1995. (b) In the event that fewer than all the outstanding shares of Series E Stock are to be redeemed, the number of shares of Series E Stock to be redeemed shall be -64- determined by the Board and the shares of Series E Stock to be redeemed shall be selected by lot or pro rata as may be determined by the Board or by any other method as may be determined by the Board in its sole discretion to be equitable. (c) In the event the Corporation shall redeem the Series E Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 20 nor more than 60 days prior to the redemption date, to each holder of record of the Series E Stock to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Series E Stock to be redeemed and, if fewer than all the shares of Series E Stock held by such holder are to be redeemed, the number of shares of Series E Stock to be redeemed from such holder; (iii) the redemption price; (iv) the Conversion Price then in effect; (v) the place or places where certificates for such shares of Series E Stock are to be surrendered for payment of the redemption price; and (vi) that dividends on the shares of Series E Stock to be redeemed will cease to accrue on such redemption date. (d) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of Series E Stock so called for redemption shall cease to accrue, and said shares of Series E Stock shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares of Series E Stock so redeemed (properly endorsed or assigned for transfer, if the Board shall so require and the notice shall so state), such shares of Series E Stock shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares of Series E Stock represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series E Stock without cost to the holder thereof. (e) Notwithstanding the foregoing provisions of this Section 4, if any dividends on Series E Stock are in arrears, no Series E Stock shall be redeemed unless all outstanding shares of Series E Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any Series E Stock or any depositary shares representing Series E Stock; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series E Stock or any depositary shares representing Series E Stock (i) upon the conversion of Series E Stock into shares of Common Stock pursuant to Section 5, (ii) in exchange for shares of Common Stock or any other class of stock ranking junior to the Series E Stock as to dividends or upon liquidation or (iii) pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series E Stock (treating holders of any depositary shares representing Series E Stock as holders of a proportionate number of shares of Series E Stock for these purposes). 5. Conversion. -65- (a) Subject to the provisions for adjustment hereinafter set forth, each share of Series E Stock shall be convertible at the option of the holder thereof, in the manner hereinafter set forth, into fully paid and nonassessable shares of Common Stock at the conversion price, determined as hereinafter provided, in effect on the date of conversion, each share of Series E Stock being credited at its stated value; provided that if any of the Series E Stock is called for redemption, the conversion rights pertaining thereto will terminate at the close of business on the redemption date. The price at which shares of Common Stock shall be delivered upon conversion of shares of Series E Stock (hereinafter referred to as the "Conversion Price") shall be initially $62.25 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in paragraph (b) of this Section 5. Any holder of Series E Stock desiring to convert such stock into shares of Common Stock shall surrender the certificate or certificates for the shares of Series E Stock being converted, duly endorsed or assigned to the Corporation or in blank, at the principal office of the Corporation or at a bank or trust company appointed by the Corporation for that purpose, accompanied by a written notice of conversion specifying the number of shares of Series E Stock to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued; in case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issue of shares of Common Stock in such name or names. In case less than all of the shares of Series E Stock represented by a certificate are to be converted by a holder, upon such conversion the Corporation shall issue and deliver or cause to be issued and delivered to such holder a certificate or certificates for the shares of Series E Stock not so converted. The holders of shares of Series E Stock at the close of business on a dividend payment record date shall be entitled to receive the dividend payable on such shares of Series E Stock (except shares of Series E Stock redeemed on a redemption date between such record date and the dividend payment date) on the corresponding dividend payment date notwithstanding the subsequent conversion thereof or the Corporation's default in payment of the dividend due on such dividend payment date. However, shares of Series E Stock surrendered for conversion during the period from the close of business on any dividend payment record date for the Series E Stock to the opening of business on the corresponding dividend payment date (except shares of Series E Stock called for redemption on a redemption date during such period) must be accompanied by payment of an amount equal to the dividend payable on such shares of Series E Stock on such dividend payment date. A holder of shares of Series E Stock on a dividend payment record date who (or whose transferee) converts shares of Series E Stock on a dividend payment date will receive the dividend payable on such shares of Series E Stock by the Corporation on such date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of Series E Stock for conversion. Except as provided above, no payment or adjustment will be made on account of accrued or unpaid dividends upon the conversion of Series E Stock. As promptly as practicable after the surrender of certificates for shares of Series E Stock as aforesaid, the Corporation shall issue and shall deliver at such office to -66- such holder, or on his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section (5), and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be promptly settled as provided in paragraph (k) of this Section (5). Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for shares of Series E Stock shall have been surrendered and such notice received by the Corporation as aforesaid; the shares of Series E Stock so surrendered for conversion shall no longer be deemed to be outstanding and all rights with respect to such shares of Series E Stock shall cease, except the right of the holders thereof to receive full shares of Common Stock in exchange therefor and payment for any fractional shares; and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date and such conversion shall be at the Conversion Price in effect at such time on such date. All shares of Common Stock delivered upon conversions of the Series E Stock will upon delivery be duly and validly issued and fully paid and nonassessable. (b) The Conversion Price shall be adjusted from time to time as follows: (i) In case the Corporation shall pay or make a dividend or other distribution on any class of capital stock of the Corporation in shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (ii) In case the Corporation shall issue rights or warrants to all holders of its shares of Common Stock entitling them to subscribe for or purchase Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (c)) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase would -67- purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (iii) In case the Corporation shall, by dividend or otherwise, distribute to all holders of shares of Common Stock evidences of indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (b)(ii), any dividend or distribution paid in cash out of the surplus of the Corporation and any dividend or distribution referred to in paragraph (b)(i)), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (c)) of the Common Stock on the date fixed for such determination, less the then fair market value (as determined by the Board, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed allocable to one share of Common Stock, and the denominator shall be such current market price per share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the Corporation shall distribute or shall have distributed any rights or warrants to acquire capital stock ("Rights") pursuant to this subparagraph (iii), the distribution of separate certificates representing the Rights subsequent to their initial distribution (whether or not the initial distribution of the Rights shall have occurred prior to the date of the issuance of the Series E Stock) shall be deemed to be the distribution of the Rights for purposes of this subparagraph (iii); provided that the Corporation may, in lieu of making any adjustment pursuant to this subparagraph (iii) upon a distribution of separate certificates representing the Rights, make proper provision so that each holder of Series E Stock who converts such Series E Stock (or any portion thereof) (A) before the record date for such distribution of separate certificates shall be entitled to receive upon conversion shares of Common Stock issued with Rights and (B) after such record date and prior to the expiration, redemption or termination of the Rights shall be entitled to receive upon conversion, in addition to the shares of Common Stock issuable upon conversion, the same number of Rights as would a holder of the number of shares of Common Stock that such Series E Stock so converted would have entitled the holder thereof to purchase in accordance with the terms and provisions applicable to the Rights if such Series E Stock were converted immediately prior to the record date for such distribution. Common Stock owned by or held for the account of the Corporation or any -68- majority owned subsidiary shall not be deemed outstanding for the purpose of any adjustment required under this subparagraph (iii). (iv) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (v) The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which paragraph (f) applies) shall be deemed to involve (i) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and the "date fixed for such determination" within the meaning of paragraph (b)(iii)), and (ii) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective," or "the day upon which such combination becomes effective," as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of paragraph (b)(iv) of this Section 5. (c) For the purpose of any computation under paragraphs (b)(ii) and (b)(iii), the current market price per share of Common Stock on any day shall be deemed to be the average of the daily Closing Prices for any 15 consecutive Trading Days selected by the Board commencing not less than 20 nor more than 30 Trading Days before the day in question. (d) Notwithstanding the provisions of paragraphs (b) above, no adjustment in the Conversion Price shall be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (d)) would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 5 shall be made to the nearest cent. (e) The Corporation may make such reductions in the Conversion Price, in addition to those required by this Section 5, as it considers to be advisable in order -69- to avoid or diminish any income tax to any holder of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reasons. The Corporation shall have the power to resolve any ambiguity or correct any error in this Section 5 and its actions in so doing shall be final and conclusive. (f) In case the Corporation shall effect any capital reorganization of the Common Stock (other than a subdivision, combination, capital reorganization or reclassification provided for in paragraph (b)) or shall consolidate, merge or engage in a statutory share exchange with or into any other corporation (other than a consolidation, merger or share exchange in which the Corporation is the surviving corporation and each share of Common Stock outstanding immediately prior to such consolidation or merger is to remain outstanding immediately after such consolidation or merger) or shall sell or transfer all or substantially all its assets to any other corporation, lawful provision shall be made as a part of the terms of such transaction whereby the holders of Series E Stock shall receive upon conversion thereof, in lieu of each share of Common Stock which would have been issuable upon conversion of such stock if converted immediately prior to the consummation of such transaction, the same kind and amount of stock (or other securities, cash or property, if any) as may be issuable or distributable in connection with such transaction with respect to each share of Common Stock outstanding at the effective time of such transaction, subject to subsequent adjustments for subsequent stock dividends and distributions, subdivisions or combinations of shares, capital reorganizations, reclassifications, consolidations, mergers or share exchanges, as nearly equivalent as possible to the adjustments provided for in this Section 5. (g) Whenever the Conversion Price is adjusted as herein provided: (i) the Corporation shall compute the adjusted Conversion Price and shall cause to be prepared a certificate signed by the chief financial or accounting officer of the Corporation setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based and the computation thereof and such certificate shall forthwith be filed with each transfer agent for the Series E Stock; and (ii) a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall, as soon as practicable, be mailed to the holders of record of outstanding shares of Series E Stock. (h) In case: (i) the Corporation shall declare a dividend or other distribution on the Common Stock otherwise than in cash out of its surplus; (ii) the Corporation shall authorize the granting to the holders of the Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of capital stock of any class or of any other rights; -70- (iii) of any reclassification of the Common Stock (other than a subdivision or combination of outstanding shares of Common Stock), or of any consolidation, merger or share exchange to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the sale or transfer of all or substantially all the assets of the Corporation; or (iv) of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; then the Corporation shall cause to be mailed to each transfer agent for the Series E Stock and to the holders of record of the outstanding shares of Series E Stock, at least 20 days (or 10 days in any case specified in paragraphs (i) or (ii) above) prior to the applicable record or effective date hereinafter specified, a notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to such dividend, distribution, rights or warrants are be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution or winding up. Such notice shall also state whether such transaction will result in any adjustment in the Conversion Price applicable to the Series E Stock and, if so, shall state what the adjusted Conversion Price will be and when it will become effective. Neither the failure to give the notice required by this paragraph (h), nor any defect therein, to any particular holder shall affect the sufficiency of the notice or the legality or validity of the proceedings described in paragraphs (h)(i) through (h)(iv). (i) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of issuance upon conversion of Series E Stock, the full number of shares of Common Stock then issuable upon the conversion of all shares of Series E Stock then outstanding and shall take all action necessary so that shares of Common Stock so issued will be validly issued, fully paid and nonassessable. (j) The Corporation will pay any and all stamp or similar taxes that may be payable in respect of the issuance or delivery of shares of Common Stock on conversion of Series E Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the Series E Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Corporation the amount of any such tax or has established to the satisfaction of the Corporation that such tax has been paid. (k) No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the conversion of Series E Stock. If any such conversion would -71- otherwise require the issuance of such a fractional share an amount equal to such fraction multiplied by the Closing Price per share of Common Stock on the day of conversion shall be paid to the holder in cash by the Corporation. (l) The certificate of any independent firm of public accountants of recognized standing selected by the Board shall be presumptive evidence of the correctness of any computation made under this Section 5. 6. Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the Corporation, the holders of the Series E Stock shall be entitled to receive out of the assets of the Corporation, before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to the Preferred Stock upon liquidation, the amount of $1,000.00 per share, plus a sum equal to all dividends (whether or not earned or declared) on such shares accrued and unpaid thereon to the date of the final distribution. (b) Neither the sale of all or substantially all the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6. (c) After the payment to the holders of the Series E Stock of the full preferential amounts provided for in this Section 6, the holders of Series E Stock as such shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the holders of Series E Stock upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 6, no such distribution shall be made on account of any shares of any other class or series of Preferred Stock ranking on a parity with the Series E Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the Series E Stock, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. (e) Upon the dissolution, liquidation or winding up of the Corporation, the holders of shares of Series E Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 6 before any payment shall be made to the holders of any class or series of capital stock of the Corporation ranking junior upon liquidation to the Series E Stock. 7. Sinking or Retirement Fund. 72 The Series E Stock shall not be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such stock. 8. Rank. For purposes of this resolution, any stock of any class or classes of the Corporation shall be deemed to rank: (a) prior to the Series E Stock, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of Series E Stock; (b) on a parity with the Series E Stock, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, are different from those of the Series E Stock, if such stock is the Corporation's Auction Preferred Stock, Series C, or Flexible Auction Preferred Stock, Series D, or if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of Series E Stock; and (c) junior to the Series E Stock, either as to dividends or upon liquidation, if such class shall be the Corporation's Series A Junior Participating Preferred Stock, Common Stock or if the holders of Series E Stock shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. -73- II Common Stock 1. Dividends. Subject to the preferential rights of the Preferred Stock, the holders of the Common Stock are entitled to receive, to the extent permitted by law, such dividends as may be declared from time to time by the Board of Directors. 2. Liquidation. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock, holders of Common Stock shall be entitled to receive all of the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. The Board of Directors may distribute in kind to the holders of Common Stock such remaining assets of the Corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other corporation, trust or other entity and receive payment therefor in cash, stock or obligations of such other corporation, trust or other entity, or any combination thereof, and may sell all or any part of the consideration so received and distribute any balance thereof in kind to holders of Common Stock. The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or any purchase or redemption of shares of stock of the Corporation of any class, shall not be deemed to be a dissolution, liquidation or winding up of the Corporation for the purposes of this paragraph. 3. Voting Rights. Except as may be otherwise required by law or this Restated Certificate of Incorporation, each holder of Common Stock has one vote in respect of each share of stock held by him of record on the books of the Corporation on all matters voted upon by the Stockholders. III Other Provisions 1. Preemptive Rights. No stockholder shall have any preemptive right to subscribe to an additional issue of stock of any class or series or to any securities of the Corporation convertible into such stock. 2. Changes in Authorized Capital Stock. Subject to the protective conditions and restrictions of any outstanding Preferred Stock, any amendment to this Restated Certificate of Incorporation which increases or decreases the authorized capital stock of any class or classes may be adopted by the affirmative vote of the holders of a majority of the outstanding shares of the voting stock of the Corporation. -74- ARTICLE FIFTH Board of Directors 1. Powers of the Board. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized: (a) To make, alter or repeal the by-laws of the Corporation. (b) To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation. (c) To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any reserve in the manner in which it was created. (d) By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in the by- laws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Restated Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the by-laws of the Corporation; and, unless the resolution or by-laws expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. (e) When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation. 2. Terms and Number of Board Members. -75- The number of members of the Board of Directors will be fixed from time to time by the Board of Directors, but (subject to vacancies) in no event may there be less than three directors. Each director shall serve until the next annual meeting of stockholders or until his successor is elected. If any vacancy occurs in the Board of Directors during a term, the remaining directors, by affirmative vote of a majority thereof, may elect a director to fill the vacancy until the next annual meeting of stockholders. 3. Cumulative Voting. At all elections of directors of the Corporation, each stockholder entitled generally to vote for the election of directors shall be entitled to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit. ARTICLE SIXTH Records The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide. ARTICLE SEVENTH Certain Contracts No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: 1. The material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors: or 2. The material facts as to his interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders: or -76- 3. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE EIGHTH Indemnification 1. Claim Brought by Third Parties. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, against costs, charges and other expenses (including attorneys' fees) ("Expenses"), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 2. Claim By or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that he is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, against Expenses actually and reasonably incurred by him in connection with the investigation, defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability -77- but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. 3. Additional Indemnification. In addition to the indemnification provided for in paragraphs 1 and 2 of this Article Eighth, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of another corporation, partnership, joint venture, trust or other enterprise by reason of the fact that he is or was serving or has agreed to serve at the request of the Corporation as a director of such other corporation, partnership, joint venture, trust or other enterprise against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding for breach of fiduciary duty as such director, except for liability: (i) for breach of the duty of loyalty to such other corporation, partnership, joint venture, trust or other enterprise; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) for unlawful payment of a dividend or unlawful purchase or redemption of stock; or (iv) for any transaction from which the director derived an improper personal benefit. 4. Successful Defense. To the extent that any person referred to in paragraphs 1, 2 or 3 of this Article Eighth has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. 5. Determination of Conduct. Any indemnification under paragraphs 1, 2 or 3 of this Article Eighth (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in said paragraphs 1, 2 or 3 of this Article Eighth. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. 6. Advance Payment. Expenses incurred by any person referred to in paragraphs 1, 2 or 3 of this Article Eighth in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as provided in this Article Eighth. 7. Certificate of Incorporation Article Not Exclusive; Change in Law. -78- The indemnification and advancement of Expenses provided by, or granted pursuant to, this Article Eighth shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of Expenses may be entitled under any law (common or statutory), by-law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Notwithstanding the provisions of this Article Eighth, the Corporation shall indemnify and make advancement of Expenses to any person referred to in paragraphs 1, 2 or 3 of this Article Eighth to the fullest extent permitted under the laws of the State of Delaware and any other applicable laws, as they now exist or as they may be amended in the future. 8. Contract Rights. All rights to indemnification and advancement of Expenses provided by this Article Eighth shall be deemed to be a contract between the Corporation and each person referred to in paragraphs 1, 2 or 3 of this Article Eighth. Any repeal or modification of this Article Eighth or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable law shall not in any way diminish any rights to indemnification or advancement of Expenses with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part on such state of facts. 9. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person referred to in paragraphs 1, 2 or 3 of this Article Eighth against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article Eighth or of Section 145 of the Delaware General Corporation Law. 10. Indemnification of Employees or Agents. The Board of Directors may, by resolution, extend the indemnification and advancement of Expenses provisions of this Article Eighth to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. 11. Definition of Corporation. For purposes of this Article Eighth, references to the "Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was or has agreed to become a director, officer, employee or agent of such constituent corporation, or is or was serving or has agreed to serve at the request of such constituent -79- corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article Eighth with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. 12. Employee Benefit Plans. For purposes of this Article Eighth, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the Corporation" as referred to in this Article Eighth. ARTICLE NINTH Stockholder Action by Consent Any corporate action upon which a vote of stockholders is required or permitted may be taken without a meeting or vote of stockholders with the written consent of stockholders having not less than a majority of all of the stock entitled to vote upon the action if a meeting were held; provided, that in no case shall the written consent be by holders having less than the minimum percent of the vote required by statute for the proposed corporate action and provided that prompt notice be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent. ARTICLE TENTH Amendment The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. ARTICLE ELEVENTH Limited Liability of Directors No person who was or is a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. For purposes hereof, "fiduciary duty as a director" shall include fiduciary duties arising in serving at the request of the Corporation as -80- a director of another corporation, partnership, joint venture, trust or other enterprise, and "personally liable to the Corporation" shall include liabilities to such other corporations, partnerships, joint ventures, trusts or other enterprises, and liabilities to the Corporation in its capacity as a security holder, joint venturer, partner, beneficiary, creditor or investor of or in any such other corporation, partnership, joint venture, trust or other enterprise. _____________ 4. This Restated Certificate of Incorporation was duly adopted in accordance with provisions of Section 245 of the General Corporation Law of the State of Delaware. 5. The capital of said Corporation will not be reduced under or by reason of this Restated Certificate of Incorporation. IN WITNESS WHEREOF, Northern Trust Corporation has caused its corporate seal to be hereunto affixed and this Restated Certificate of Incorporation to be signed by John B. Snyder, its Executive Vice President, and the same to be attested by Victoria Antoni, its Assistant Secretary, this 29th day of SEPTEMBER, 1992. /s/ John B. Snyder ------------------------ (SEAL) John B. Snyder Executive Vice President /s/ Victoria Antoni - ------------------------- Victoria Antoni Assistant Secretary -81- TABLE OF CONTENTS

PAGE ---- ARTICLE FIRST................................................................................. 1 ARTICLE SECOND................................................................................ 1 ARTICLE THIRD................................................................................. 2 ARTICLE FOURTH................................................................................ 2 I. Preferred Stock..................................................................... 2 Issuance in Series............................................................. 2 Authority of the Board with respect to Series.................................. 2 Dividends...................................................................... 3 Reacquired Shares.............................................................. 4 Voting Rights.................................................................. 4 Outstanding or Reserved for Issuance Preferred Stock........................... 4 Series A Junior Participating Preferred Stock (subject to Preferred Stock purchase Rights).................................................. 5 Auction Preferred Stock, Series C......................................... 9 Flexible Auction Preferred Stock, Series D................................ 31 6.25% Cumulative Preferred Stock, Series E................................ 60 II. Common Stock........................................................................ 74 Dividends...................................................................... 74 Liquidation.................................................................... 74 Voting Rights.................................................................. 74 III. Other Provisions.................................................................... 74 Preemptive Rights.............................................................. 74 Changes in Authorized Capital Stock............................................ 74 ARTICLE FIFTH................................................................................. 75 Powers of the Board...................................................................... 75 Terms and Number of Board Members........................................................ 75 Cumulative Voting........................................................................ 75 ARTICLE SIXTH................................................................................. 76 ARTICLE SEVENTH............................................................................... 76 ARTICLE EIGHTH................................................................................ 77 Claim Brought by Third Parties........................................................... 77 Claim By or in the Right of the Corporation.............................................. 77 Additional Indemnification............................................................... 78 Successful Defense....................................................................... 78

Determination of Conduct.................................................................. 78 Advance payment........................................................................... 78 Certificate of Incorporation Article Not Exclusive; Change in Law......................... 78 Contract Rights........................................................................... 79 Insurance................................................................................. 79 Indemnification of Employees or Agents.................................................... 79 Definition of Corporation................................................................. 79 Employee.................................................................................. 80 ARTICLE NINTH.................................................................................. 80 ARTICLE TENTH.................................................................................. 80 ARTICLE ELEVENTH............................................................................... 80 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN TRUST CORPORATION NORTHERN TRUST CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify: (1) The Corporation is regulated under the Bank Holding Company Act of 1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be amended; (2) At a meeting of the Board of Directors of the Corporation held on February 16, 1993, a resolution was adopted setting forth a proposed amendment of the Restated Certificate of Incorporation, declaring the amendment to be advisable and directing that the amendment be considered at a meeting of stockholders of the Corporation. The resolutions setting forth the proposed amendment are as follows: BE IT RESOLVED that the Board of Directors of Northern Trust Corporation declares it advisable that the first sentence of Article Fourth of the Restated Certificate of Incorporation be amended by (1) increasing the total number of shares which the Corporation has the authority to issue, referred to in the second line of Article Fourth, by 9,000,000 shares, and (2) revising the third line of Article Fourth to read in its entirety as follows: "10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and". BE IT FURTHER RESOLVED that the foregoing proposed amendment be submitted to the stockholders of the Corporation for their consideration and approval at the next annual meeting of stockholders of the Corporation. (3) At a meeting of the Board of Directors of the Corporation held on February 16, 1993, resolutions were adopted setting forth a further proposed amendment of the Restated Certificate of Incorporation, declaring the amendment to be advisable and directing that the amendment be considered at a meeting of stockholders of the Corporation. The resolutions setting forth the proposed amendment are as follows: BE IT RESOLVED that the Board of Directors of Northern Trust Corporation declares it advisable that the first sentence of Article Fourth of the Restated Certificate of Incorporation be amended by (1) increasing the total number of shares which the Corporation has the authority to issue, referred to in the second line of Article Fourth, by 70,000,000 shares, and (2) revising the fourth line of Article Fourth to read in its entirety as follows: "140,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value per share." BE IT FURTHER RESOLVED that the foregoing proposed amendment be submitted to the stockholders of the Corporation for their consideration and approval at the next annual meeting of stockholders of the Corporation. (4) Thereafter, pursuant to such resolutions of its Board of Directors, the stockholders of the Corporation, at a meeting held on April 20, 1993, adopted both of the proposed amendments by voting the number of shares required by the statute in favor of each of the proposed amendments; (5) Each of the said amendments was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware; and (6) Accordingly, there has now been given all corporate authorization necessary to cause the first sentence of Article Fourth of the Restated Certificate of Incorporation to provide as follows: "The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 150,000,000 shares, which are divided into two classes as follows: 10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 140,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value per share." (7) The Capital of the Corporation will not be reduced under or by reason of the aforesaid amendments. --2-- IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate to be signed and attested by its duly authorized officers, this 20th day of April, 1993. NORTHERN TRUST CORPORATION By: /s/ David W. Fox ---------------------------- Chairman of the Board Attest: /s/ Peter L. Rossiter - ------------------------------ Secretary --3-- CERTIFICATE OF ELIMINATION OF NORTHERN TRUST CORPORATION I, Peter L. Rossiter, Executive Vice President, General Counsel and Secretary of Northern Trust Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, do hereby certify as follows: FIRST: That the Board of Directors of Northern Trust Corporation (the "Corporation"), by resolutions adopted at a meeting on February 20, 1996, determined to eliminate all of the 6.25% Cumulative Convertible Preferred Stock, Series E, of the Corporation, said resolutions being as follows: WHEREAS, the Corporation redeemed all of the outstanding shares of its 6.25% Cumulative Convertible Preferred Stock, Series E (the "Series E Preferred Stock"), on January 26, 1996; NOW, THEREFORE, BE IT RESOLVED, that the Series E Preferred Stock be returned to the status of "authorized but not issued," and that the Chairman of the Board, the President or any Executive or Senior Executive Vice President, or any one of them acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to execute and cause to filed with the Secretary of State of Delaware, a Certificate of Elimination, and to execute all other instruments and documents and to do and cause to be done all such further acts and things, as may be necessary or advisable to eliminate the Series E Preferred Stock and that all actions of said officers are hereby ratified, approved and confirmed in all respects; and BE IT FURTHER RESOLVED, that none of the authorized shares of the Series E Preferred Stock are outstanding and none will be issued. SECOND: In accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Restated Certificate of Incorporation is hereby amended to eliminate all reference to the Series E Preferred Stock, and the Series E Preferred Stock shall be returned to the status of "authorized but not issued." IN WITNESS WHEREOF, I have signed this Certificate, this 21st day of February, 1996. NORTHERN TRUST CORPORATION By: /s/ Peter L. Rossiter ---------------------------------- Peter L. Rossiter Executive Vice President, General Counsel and Secretary CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN TRUST CORPORATION NORTHERN TRUST CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify: (1) The Corporation is regulated under the Bank Holding Company Act of 1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be amended. (2) At a meeting of the Board of Directors of the Corporation held on February 18, 1997, resolutions were adopted setting forth a proposed amendment of the Restated Certificate of Incorporation, declaring the amendment to be advisable and directing that the amendment be considered at a meeting of stockholders of the Corporation. The resolutions setting forth the proposed amendment are as follows: BE IT RESOLVED that the Board of Directors of Northern Trust Corporation declares it advisable that the first sentence of Article Fourth of the Restated Certificate of Incorporation be amended by (1) increasing the total number of shares which the Corporation has the authority to issue, referred to in the second line of Article Fourth, by 140,000,000 shares, and (2) revising the fourth line of Article Fourth to read in its entirety as follows: "280,000,000 shares of Common Stock (Common Stock), $1.66-2/3 par value per share." FURTHER RESOLVED that the foregoing proposed amendment be submitted to the stockholders of the Corporation for their consideration and approval at the 1997 annual meeting of stockholders of the Corporation. (3) Thereafter, pursuant to such resolutions of its Board of Directors, the stockholders of the Corporation, at a meeting held on April 15, 1997, adopted the proposed amendment by voting the number of shares required by the statute in favor of the proposed amendment. (4) The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. (5) Accordingly, there has now been given all corporate authorization necessary to cause the first sentence of Article Fourth of the Restated Certificate of Incorporation to provide as follows: "The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 290,000,000 shares, which are divided into two classes as follows: 10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 280,000,000 shares of Common Stock (Common Stock), $1.66-2/3 par value per share." (6) The Capital of the Corporation will not be reduced under or by reason of the amendment. IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate to be signed and attested by its duly authorized officers, this 21st day of April, 1997. NORTHERN TRUST CORPORATION By: /s/ William A. Osborn _________________________________________ William A. Osborn Chairman and Chief Executive Officer Attest: /s/ Peter L. Rossiter - ------------------------------- Peter L. Rossiter Executive Vice President, General Counsel and Secretary CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN TRUST CORPORATION NORTHERN TRUST CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that: (1) The Corporation is regulated under the Bank Holding Company Act of 1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be amended. (2) At a meeting of the Board of Directors of the Corporation held on January 18, 2000, resolutions were adopted setting forth a proposed amendment of the Restated Certificate of Incorporation, declaring the amendment to be advisable and directing that the amendment be considered at a meeting of stockholders of the Corporation. The resolutions setting forth the proposed amendment are as follows: BE IT RESOLVED, that the Board of Directors of Northern Trust Corporation declares it advisable that the first sentence of Article FOURTH of the Restated Certificate of Incorporation be amended to increase the number of shares of common stock and the total number of shares which the Corporation has the authority to issue by 280,000,000 shares, so that the first sentence of Article FOURTH would read in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 570,000,000 shares, which are divided into two classes as follows: 10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value per share." FURTHER RESOLVED, that the foregoing proposed amendment be submitted to the stockholders of the Corporation for their consideration and approval at the 2000 annual meeting of stockholders of the Corporation. FURTHER RESOLVED, that upon approval of the foregoing proposed amendment by the stockholders of the Corporation, the proper officers of the Corporation are authorized and directed to execute and acknowledge, to file in the office of the Secretary of State of Delaware, and to cause to be recorded, in the manner provided by law, a Certificate of Amendment to the Restated Certificate of Incorporation with respect to the foregoing amendment. FURTHER RESOLVED, that the officers of the Corporation are hereby authorized and directed to execute and deliver all such certificates, agreements, statements, documents and other instruments, and to perform any and all acts and things, which the officers or any of them may deem necessary or advisable in order to carry out the purposes and intent of these resolutions. (3) Thereafter, pursuant to such resolutions of its Board of Directors, the stockholders of the Corporation, at a meeting held on April 18, 2000, adopted the proposed amendment by voting the number of shares required by the statute in favor of the proposed amendment. (4) The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. (5) Accordingly, there has now been given all corporate authorization necessary to cause the first sentence of Article FOURTH of the Restated Certificate of Incorporation to provide as follows: "The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 570,000,000 shares, which are divided into two classes as follows: 10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value per share." (6) The Capital of the Corporation will not be reduced under or by reason of the amendment. IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate to be signed and attested by its duly authorized officers, this 28th day of April, 2000. NORTHERN TRUST CORPORATION By: /s/ William A. Osborn ------------------------------------ William A. Osborn Chairman and Chief Executive Officer Attest: /s/ Peter L. Rossiter Peter L. Rossiter Executive Vice President, General Counsel and Assistant Secretary EX-10.(I) 4 0004.txt ANNUAL PERFORMANCE PLAN NORTHERN TRUST CORPORATION Exhibit 10(i) ANNUAL PERFORMANCE PLAN 2000 I. Purpose of Plan --------------- The purpose of the Annual Performance Plan (the "Plan") is to promote the achievement of superior financial and operating performance of the Northern Trust Corporation (the "Corporation") and its subsidiaries (collectively, the Corporation and its subsidiaries, "Northern Trust"), and further the objective of delivering unrivaled service quality to its clients and partners through the awarding of cash incentive payments to selected officers. II. Plan Year/Effective Date/Termination ------------------------------------ The Plan Year for this Plan will be the calendar year from January 1, 2000 to December 31, 2000. The Plan is effective as of January 1, 2000 and automatically terminates on December 31, 2000. III. Eligibility and Participation ----------------------------- Eligibility to participate in the Plan is restricted to officers with the title of Vice President and above and who are not eligible for participation in a Specialized Incentive Plan. Plan participation is reviewed each year, and participation in one year does not automatically indicate participation in subsequent Plan years. Participation in the Plan is based upon recommendation from the respective Business Unit Head. IV. Award Funding ------------- At the beginning of the Plan year, the Compensation and Benefits Committee of the Board of Directors of the Corporation will determine a Corporate Earnings Target and profit plan funding for awards under the Annual Performance Plan. The allocation of the plan award funding to each respective Business Unit will be based on the salaries of the eligible officers within the Business Unit. Within each Business Unit, one-half of the available funding for awards under the Plan will be based on the Northern Trust's financial achievement versus the Corporate Earnings Target. The other half of the award funding is based on the financial achievement of the Business Unit versus the Business Unit's earnings target. For staff support personnel, the available funding for awards will be based entirely on the financial achievement of Northern Trust versus the Corporate Earnings Target. The formula determining the pool level funding based on Corporate and Business Unit performance is described in Attachment I. V. Individual Award Determination ------------------------------ Individual participant awards will be discretionary. They will be determined by Business Unit Management based on an assessment of individual performance relative to performance expectations, contribution to financial and operating goals, competitive level of total compensation, and available award pool funding. VI. Payment of Awards ----------------- Awards will be paid in cash as soon as practicable following the completion of the Plan year. Awards payable because of a Change in Control of the Corporation pursuant to Paragraph VII shall be paid in cash as soon as practicable following such Change in Control. VII. Change in Control ----------------- Notwithstanding any other terms contained herein, in the event of a Change in Control of the Corporation, funding for awards under the Plan shall be determined as if the Corporation and Business Units had achieved the respective earnings targets, as described in Section IV. Discretionary awards shall be paid to participants as soon as practicable. For purposes of this paragraph, a "Change in Control" shall be deemed to have occurred if (1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or (2) The election to the Board of Directors of the Corporation, without the recommendation or approval of two thirds of the incumbent Board of Directors of the Corporation, of the lesser of: (A) three directors; or (B) directors constituting a majority of the number of directors of the Corporation then in office, provided, however, that directors whose initial assumption of -------- ------- office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board of Directors of the Corporation for purposes of this section; or (3) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities; or 2 (4) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions. For purposes of the foregoing, the following definitions shall apply: "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G; "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time; and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefits plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation. Notwithstanding anything in this Plan to the contrary, in the event of a Potential Change in Control and for a period of six (6) months following the Potential Change in Control, neither the Board nor the Committee may terminate this Plan or amend this Plan in a manner that adversely affects the rights of any participant of the Plan. A "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (a) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (b) the Corporation or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (c) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 15% or more of either the then outstanding 3 shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates); or (d) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred. VIII. Administration -------------- The Plan shall be administered by the Management Committee of the Corporation (the "Committee"). Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The determinations of the Committee in the effective administration of the Plan, as described herein, shall be final and conclusive. The Board of Directors of the Corporation, by written resolution, may amend, suspend, or terminate any or all provisions of the Plan at any time. IX. Other Provisions ---------------- The following miscellaneous provisions are applicable to the Plan: (a) Awards paid under the provisions of the Plan are considered pensionable earnings when paid. (b) Termination of employment by a participant during the Plan Year, either voluntary or involuntary with cause, and for reasons other than death, disability, or retirement shall result in immediate exclusion from the Plan. For purposes of this Plan, "Retirement" means the termination of the participant's employment with Northern Trust by reason of participant having attained the age of 65 years or older or after the participant has qualified for an Early Retirement Pension under The Northern Trust Company Pension Plan. For purposes of this Plan, "Disability" means the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. (c) Except in the event of the death of a participant, the rights and interests of a participant under the Plan shall not be assigned, encumbered, or transferred. (d) No employee or other person shall have any claim or right to be granted an award under the Plan. Neither the Plan, nor any action taken thereunder, shall be construed as giving any employee or other person any right to be retained in the employ of the Corporation. (e) The Corporation shall have the right to deduct from all payments made under the Plan any taxes required by law to be withheld with respect to such payment. 4 (f) All questions pertaining to the validity, construction and administration of the Plan and any award hereunder shall be determined in conformity with the laws of the State of Illinois. (g) Each participant shall designate a beneficiary (the "Designated Beneficiary") to receive the award, if any, allocated to a participant, in the event of such participant's death. If no Designated Beneficiary survives the participant, it shall be the surviving spouse of the participant or, if there is no surviving spouse, it shall be the participant's estate. 5 EX-10.(II) 5 0005.txt AMENDED SUPPLEMENTAL EMPLOYEE STOCK OWNERSHIP PLAN Exhibit 10(ii) FIRST AMENDMENT OF THE RESTATED NORTHERN TRUST CORPORATION SUPPLEMENTAL EMPLOYEE STOCK OWNERSHIP PLAN WHEREAS, the Northern Trust Corporation (the "Corporation") sponsors the Restated Northern Trust Corporation Supplemental Employee Stock Ownership Plan (the "Plan"); and WHEREAS, pursuant to Section 7.1 of the Plan, the Corporation has the right to amend the Plan when the Corporation deems such amendment to be advisable; and WHEREAS, the Corporation deems it advisable to amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 1.3 is hereby amended and restated in its entirety, as follows: A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Northern Trust Corporation (the "Corporation") (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or (2) The election to the Board of Directors of the Corporation, without the recommendation or approval of two thirds of the of the incumbent Board of Directors of the Corporation, of the lesser of: (A) three directors; or (B) directors constituting a majority of the number of directors of the Corporation then in office, provided, -------- however, that directors whose initial assumption of office is in ------- connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board of Directors of the Corporation for purposes of this section; or (3) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities; or (4) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets, the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate 2 ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions. For purposes of this Section 1.3 and Section 1.20 (where applicable) the following definitions shall apply: "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G; "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time; and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefits plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation. 2. Article 1 is hereby amended by redesignating Subsection 1.20 as Subsection 1.21. 3. Article 1 is amended by adding the following new Subsection 1.20 thereto: A "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (a) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (b) the Corporation or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (c) any Person becomes the Beneficial Owner, directly 3 or indirectly, of securities of the Corporation representing 15% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates); or (d) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred. 4. Article 3 is hereby amended by deleting the second sentence of subsection 3.2. 5. Article 4, is hereby amended by adding the following new subsection 4.2 to read as follows: Notwithstanding anything in this Plan to the contrary, for a period of two years after the date of an occurrence of a Change in Control, the Corporation shall not eliminate any of the investment elections and choices in effect immediately prior to the Change in Control and shall not decrease the frequency with which Participants may change such investment elections. Notwithstanding the foregoing, in the event that an investment election is discontinued by its sponsor and therefore becomes unavailable to Participants, the Corporation shall provide a substitute election with substantially similar investment objectives and policies. 6. Article 7, Subsection 7.1 is hereby amended by adding the following new sentence after the last sentence thereof, to read as follows: Notwithstanding the foregoing, (i) for a period of two years after the date of an occurrence of a Change in Control or (ii) in the event of a Potential Change in Control and for a period of six (6) months following the Potential Change in Control, neither the Board nor the Committee may terminate this Plan or 4 amend this Plan in a manner that adversely affects the rights of any Participant of the Plan. In addition, after the date of the occurrence of a Change in Control, no amendment of Section 5.1 of the Plan shall be effective with respect to any Participant who is a Participant as of the occurrence of a Change in Control without the consent of such Participant. Except as amended hereby the Plan shall remain in full force and effect. IN WITNESS WHEREOF, the Corporation has caused this amendment to be executed on its behalf as of this 16th day of May, 2000. NORTHERN TRUST CORPORATION By: /s/ Peter L. Rossiter -------------------------- Name: Peter L. Rossiter Title: Executive Vice President 5 EX-10.(III) 6 0006.txt AMENDED SUPPLEMENTAL THRIFT-INCENTIVE PLAN Exhibit 10(iii) SECOND AMENDMENT OF THE RESTATED NORTHERN TRUST CORPORATION SUPPLEMENTAL THRIFT-INCENTIVE PLAN WHEREAS, the Northern Trust Corporation (the "Corporation") sponsors the Restated Northern Trust Corporation Supplemental Thrift-Incentive Plan (the "Plan"); and WHEREAS, pursuant to Section 7.1 of the Plan, the Corporation has the right to amend the Plan when the Corporation deems such amendment to be advisable; and WHEREAS, the Corporation deems it advisable to amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 1.3 is hereby amended and restated in its entirety, as follows: A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Northern Trust Corporation (the "Corporation") (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or (2) The election to the Board of Directors of the Corporation, without the recommendation or approval of two thirds of the incumbent Board of Directors of the Corporation, of the lesser of: (A) three directors; or (B) directors constituting a majority of the number of directors of the Corporation then in office, provided, however, that directors whose initial assumption of -------- ------- office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board of Directors of the Corporation for purposes of this section; or (3) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities; or (4) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate 2 ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions. For purposes of this Section 1.3 and 1.24 (where applicable) the following definitions shall apply: "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G; "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time; and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefits plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation. 2. Article 1 is amended by redesignating Subsection 1.24 as Subsection 1.25. 3. Article 1 is amended by adding the following new Section 1.24 as follows: A "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (a) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (b) the Corporation or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; 3 (c) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 15% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates); or (d) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred. 4. Section 3.4 is hereby amended by deleting the third sentence thereof. 5. Section 4.1 is hereby amended by adding the following new subparagraph, after the last subparagraph thereof, to read as follows: Notwithstanding anything in this Plan to the contrary, for a period of two years after the date of an occurrence of a Change in Control, the Corporation shall not eliminate any of the investment elections and choices which were in effect immediately prior to the Change in Control and shall not decrease the frequency with which Participants may change such investment elections. Notwithstanding the foregoing, in the event that an investment election is discontinued by its sponsor and therefore becomes unavailable to Participants, the Corporation shall provide a substitute election with substantially similar investment objectives and policies. 6. Section 7.1 is hereby amended by adding the following new sentence after the last sentence thereof, to read as follows: Notwithstanding the foregoing, (i) for a period of two years after the date of an occurrence of a Change in Control or (ii) in the event of a Potential Change in Control and for a period of six (6) months following the Potential Change in Control, neither the Board nor the Committee may terminate this Plan or amend this Plan in a manner that adversely affects the rights of any Participant of the Plan. In addition, after the date of the occurrence of a Change in Control, no amendment of Section 5.1 of the Plan shall be effective with respect 4 to any Participant who is a Participant as of the occurrence of a Change in Control without the consent of such Participant. This First Amendment to the Plan shall be effective from and after May 16, 2000. NORTHERN TRUST CORPORATION By: /s/ Peter L. Rossiter --------------------------- Name: Peter L. Rossiter Title: Executive Vice President 5 EX-10.(IV) 7 0007.txt AMENDED SUPPLEMENTAL PENSION PLAN Exhibit 10(iv) FIRST AMENDMENT OF THE RESTATED NORTHERN TRUST CORPORATION SUPPLEMENTAL PENSION PLAN WHEREAS, the Northern Trust Corporation (the "Corporation") sponsors the Restated Northern Trust Corporation Supplemental Pension Plan (the "Plan"); and WHEREAS, pursuant to Section 6.1 of the Plan, the Corporation has the right to amend the Plan when the Corporation deems such amendment to be advisable; and WHEREAS, the Corporation deems it advisable to amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 1.4 of the Plan is hereby amended and restated in its entirety and replaced with a new Subsection 1.4 to read as follows: A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Northern Trust Corporation (the "Corporation") (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or (2) The election to the Board of Directors of the Corporation, without the recommendation or approval of two thirds of the incumbent Board of Directors of the Corporation, of the lesser of: (A) three directors; or (B) directors constituting a majority of the number of directors of the Corporation then in office, provided, however, that directors whose initial assumption of -------- ------- office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board of Directors of the Corporation for purposes of this section; or (3) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof out standing immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities; or (4) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions. 2 For purposes of this Section 1.4 and 1.21 (where applicable) the following definitions shall apply: "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G; "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time; and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefits plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation. 2. Article 1 is amended by redesignating Section 1.21 as Section 1.22. 3. Article 1 is amended by adding the following new Section 1.21 thereto: A "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (a) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (b) the Corporation or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (c) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 15% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding 3 securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates); or (d) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred. 4. Section 3.2 is hereby amended by deleting the second sentence thereof. 5. Section 6.1 is hereby amended by adding the following new sentence after the last sentence thereof: Notwithstanding the foregoing, (i) for a period of two years after the date of an occurrence of a Change in Control or (ii) in the event of a Potential Change in Control and for a period of six (6) months following the Potential Change in Control, neither the Board nor the Committee may terminate this Plan or amend this Plan in a manner that adversely affects the rights of any Participant of the Plan. In addition, after the date of the occurrence of a Change in Control, no amendment of Sections 3.4 or 4.2 of the Plan shall be effective with respect to any Participant who is a Participant as of the occurrence of a Change in Control without the consent of such Participant. This First Amendment to the Plan shall be effective from and after May 16, 2000. 4 IN WITNESS WHEREOF, the Corporation has caused this amendment to be executed on its behalf as of this 16/th/ day of May, 2000. NORTHERN TRUST CORPORATION By: /s/ Peter L. Rossiter --------------------- Name: Peter L. Rossiter Title: Executive Vice President 5 EX-10.(V) 8 0008.txt AMEND. DEFERRED COMPENSATION PLANS TRUST AGREEMENT Exhibit 10(v) SECOND AMENDMENT TO THE DEFERRED COMPENSATION PLANS TRUST AGREEMENT This Second Amendment to the Northern Trust Corporation Deferred Compensation Plans Trust Agreement (the "Trust Agreement") is made as of May 16, 2000, by and between Northern Trust Corporation (the "Company") and U.S. Trust Company, National Association (the "Trustee"): WHEREAS, the Company and the Trustee entered into the Trust Agreement as of May 11, 1998 and first amended the Trust Agreement on August 31, 1999; and WHEREAS, pursuant to Section 12 of the Trust Agreement, the Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. NOW THEREFORE, the Trust Agreement is hereby amended as follows: 1. A new Section 15 is added to the Trust Agreement to read as follows: Section 15. Potential Change in Control. --------------------------- (a) Notwithstanding anything to the contrary in this Trust Agreement, the provisions of this Section 15 shall apply in the event of a Potential Change in Control (as defined below). (b) For purposes of this Trust Agreement, a "Potential Change in Control" shall mean any of the following: (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control (as such term is defined in Section 16; (ii) the Company or any Person (as such term is defined in Section 16 publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (iii) any Person becomes the Beneficial Owner (as such term is defined in Section 16 directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or (iv) the board of directors of the Company adopts a resolution to the effect that, for purposes of this Trust Agreement, a Potential Change in Control has occurred. (c) As soon as practicable following their receipt of notice from the Company or its independent determination that a Potential Change in Control has occurred, the Trustee shall request that the duly-appointed record-keeper for the Trust (currently, Northern Trust Retirement Consulting, L.L.C.) provide the Trustee and the Company, in writing, with the amount of the Unfunded Liability (as defined below) as of a date not more than 30 days from the date of such request. Within 30 days following the receipt of such notice, the Company shall contribute a cash amount equal to the amount of the Unfunded Liability to the Trust. (d) For purposes of this Trust Agreement, the "Unfunded Liability" as of the date of a Potential Change in Control shall be the amount by which the aggregate present value of each participant's account in any Plan as of such date exceeds the fair market value of the Trust's assets as of such date. For purposes of this Trust Agreement, a present value shall be determined using the discount rate specified for the lump sum form of distribution specified in each Plan. Where no rate is specified by a Plan, the present value shall be equal to the account balance determined following normal record keeping practices. (e) In the event a Change in Control does not occur during the one year period beginning on the date of a Potential Change in Control, the Company may deliver a written request to the Trustee during the 180 day period beginning on the last day of such one year period requesting that the Trustee return to the Company the amount of the Unfunded Liability contributed by the Company in connection with such Potential Change in Control. The Trustee shall be entitled to rely upon a statement by the Company in such request that a Change in Control has not occurred during such period and 2 shall, within a reasonable period following such request, return such amount of Unfunded Liability to the Company. 2. A new Section 16 is added to the Trust Agreement as follows: Section 16. Change in Control. ----------------- (a) Notwithstanding anything to the contrary in this Trust Agreement, the provisions of this Section 16 shall apply in the event of a Change in Control. (b) Immediately upon the occurrence of a Change in Control, the Company shall notify each Plan participant (or beneficiary) and the Trustee in writing of the occurrence of such Change in Control. (c) As soon as reasonably practicable following their receipt of notice from the Company of the occurrence of a Change in Control or its independent determination that a Change in Control has occurred, the Trustee shall request that the duly-appointed record-keeper for the Trust (currently, Northern Trust Retirement Consulting, L.L.C.) provide the Trustee and the Company, in writing of the amount of the Additional Unfunded Liability (as defined below) as of a date not more than 30 days before the date such notice is given to the Company. Within 30 days following its receipt of such notice, the Company shall contribute a cash amount equal to the amount of the Additional Unfunded Liability to the Trust. (d) For purposes of this Trust Agreement, the "Additional Unfunded Liability" as of the date of the Change in Control shall equal the sum of (a) the amount by which the aggregate present value of each participant's account in any Plan as of such date exceeds the fair market value of the Trust's assets as of such date (including any Plan which is required to be added to Appendix A by reason of the Change in Control); (e) For purposes of this Section 16, a "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 20% or more 3 of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or (2) the election to the Board of Directors of the Company, without the recommendation or approval of two thirds of the incumbent Board of Directors of the Company, of the lesser of: (A) three directors; or (B) directors constituting a majority of the number of directors of the Company then in office, provided, however, that directors whose -------- ------- initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company will not be considered as incumbent members of the Board of Directors of the Company for purposes of this section; or (3) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 20% or more of the combined voting power of the Company's then outstanding securities; or (4) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 60% of the combined voting 4 power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. For purposes of this Section 16 and Section 15 (where applicable) the following definitions shall apply: "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G; "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time; and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefits plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 3. A subsection (c) is added to Section 12 of the Trust Agreement to read as follows: (c) Following a Change in Control, no amendment to the Trust Agreement shall be made that affects the Payment Schedule or otherwise results in an alteration of the payment of benefits from the Trust. 5 The foregoing amendment will be effective as of the date set forth above. NORTHERN TRUST CORPORATION By: /s/ Peter L. Rossiter ---------------------------------- Name: Peter L. Rossiter Title: Executive Vice President U.S. TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: /s/ Dennis M. Kunisaki ---------------------------------- Name: Dennis M. Kunisaki Title: Senior Vice President 6 EX-10.(VI) 9 0009.txt AMENDED DEFERRED COMPENSATION PLAN Exhibit 10(vi) FIRST AMENDMENT TO THE NORTHERN TRUST CORPORATION DEFERRED COMPENSATION PLAN WHEREAS, Northern Trust Corporation (the "Company") has adopted the Northern Trust Corporation Deferred Compensation Plan (the "Plan") for the purpose of providing deferred compensation to a select group of management or highly compensated employees of the Company, effective as May 1, 1998; WHEREAS, pursuant to Section 7.1 of the Plan, the Company has the right to amend the Plan when, in the sole discretion of the Company, such amendment is advisable; and WHEREAS, the Company deems it necessary and advisable to amend the Plan. NOW, THEREFORE, the Plan is hereby amended as follows: 1. A new Section 1.17 is added to the Plan to read as follows: Section 1.17. "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act. 2. A new Section 1.18 is added to the Plan to read as follows: Section 1.18. "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G. 3. A new Section 1.19 is added to the Plan to read as follows: Section 1.19. "Change in Control" means the occurrence of any of the events set forth in any one of the following paragraphs: (1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or (2) The election to the Board of Directors of the Company, without the recommendation or approval of two thirds of the incumbent Board of Directors of the Company, of the lesser of: (A) three directors; or (B) directors constituting a majority of the number of directors of the Company then in office, provided, however, -------- ------- that directors whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company will not be considered as incumbent members of the Board of Directors of the Company for purposes of this section; or (3) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 20% or more of the combined voting power of the Company's then outstanding securities; or (4) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of 2 the Company's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. 4. A new Section 1.20 is added to the Plan to read as follows: Section 1.20. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. 5. A new Section 1.21 is added to the Plan to read as follows: Section 1.21. "Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such terms shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 6. A new Section 4.3 is added to the Plan to read as follows: Section 4.3. Minimum Rate of Investment Return. Following the date --------------------------------- of a Change in Control, notwithstanding anything to the contrary herein, each Participant's Deferred Compensation Account shall be credited with a minimum annual investment return with respect to any calendar year (or portion thereof) at least equal to the average yield (as determined at auction) with respect to the 52 week United States Treasury bills issued during the previous calendar year, plus 50 basis points. 3 7. A new sentence is added to Section 7.2 of the Plan to read as follows: Following a Change in Control, no amendment to the Plan shall directly or indirectly effect the minimum rate of investment return set forth in Section 4.3 hereof. This First Amendment to the Northern Trust Corporation Deferred Compensation Plan shall be effective from and after May 16, 2000. NORTHERN TRUST CORPORATION By: /s/Peter L. Rossiter ------------------------------ Name: Peter L. Rossiter Title: Executive Vice President 4 EX-10.(VII) 10 0010.txt AMENDED EMPLOYEE STOCK OWNERSHIP PLAN Exhibit 10(vii) AMENDMENT NUMBER ELEVEN TO NORTHERN TRUST EMPLOYEE STOCK OWNERSHIP PLAN WHEREAS, The Northern Trust Company (the "Company") maintains the Northern Trust Employee Stock Ownership Plan, as amended and restated effective January 1, 1989 (the "Plan"); WHEREAS, amendment of the Plan is deemed desirable; NOW, THEREFORE, by virtue and in exercise of the amending power reserved to the Company under Section 13.1 of the Plan, and pursuant to the authority delegated to the undersigned officer by resolutions of the Board of Directors dated February 15, 2000, the Plan is hereby amended as follows: Effective April 1, 2000, Schedule A is amended to add "Northern Trust Company of Connecticut (`NTCC') / Northern Trust Global Advisors, Inc (`NTGA') Acquired: 10/31/95" to the Affiliate Name Column and "DOH w/NTCC or NTGA (before or after acquisition)" to the ESOP Earliest Vesting Date Column. IN WITNESS WHEREOF, the Company has caused this amendment to be executed on its behalf by the undersigned officer this 5/th/ day of April, 2000. /s/ Martin J. Joyce, Jr. - ------------------------ Martin J. Joyce, Jr. Senior Vice President EX-27 11 0011.txt FINANCIAL DATA SCHEDULE

<ARTICLE> 9 <MULTIPLIER> 1,000 <PERIOD-TYPE> 6-MOS <FISCAL-YEAR-END> DEC-31-2000 <PERIOD-START> JAN-01-2000 <PERIOD-END> JUN-30-2000 <CASH> 1,932,591 <INT-BEARING-DEPOSITS> 4,032,343 <FED-FUNDS-SOLD> 249,614 <TRADING-ASSETS> 12,202 <INVESTMENTS-HELD-FOR-SALE> 10,397,812 <INVESTMENTS-CARRYING> 788,973 <INVESTMENTS-MARKET> 775,282 <LOANS> 17,280,683 <ALLOWANCE> 159,310 <TOTAL-ASSETS> 36,848,083 <DEPOSITS> 22,312,169 <SHORT-TERM> 8,606,454 <LIABILITIES-OTHER> 1,080,867 <LONG-TERM> 2,543,700 <PREFERRED-MANDATORY> 0 <PREFERRED> 120,000 <COMMON> 379,869 <OTHER-SE> 1,805,024 <TOTAL-LIABILITIES-AND-EQUITY> 36,848,083 <INTEREST-LOAN> 544,945 <INTEREST-INVEST> 272,164 <INTEREST-OTHER> 118,591 <INTEREST-TOTAL> 935,700 <INTEREST-DEPOSIT> 388,800 <INTEREST-EXPENSE> 655,488 <INTEREST-INCOME-NET> 280,212 <LOAN-LOSSES> 14,000 <SECURITIES-GAINS> 21 <EXPENSE-OTHER> 664,328 <INCOME-PRETAX> 357,214 <INCOME-PRE-EXTRAORDINARY> 236,332 <EXTRAORDINARY> 0 <CHANGES> 0 <NET-INCOME> 236,332 <EPS-BASIC> 1.06 <EPS-DILUTED> 1.01 <YIELD-ACTUAL> 2.08 <LOANS-NON> 54,375 <LOANS-PAST> 25,533 <LOANS-TROUBLED> 0 <LOANS-PROBLEM> 0 <ALLOWANCE-OPEN> 150,945 <CHARGE-OFFS> 6,156 <RECOVERIES> 521 <ALLOWANCE-CLOSE> 159,310 <ALLOWANCE-DOMESTIC> 127,758 <ALLOWANCE-FOREIGN> 4,214 <ALLOWANCE-UNALLOCATED> 27,338

EX-99.(I) 12 0012.txt CORPORATE GOVERANCE GUIDELINES Exhibit 99(i) Northern Trust Corporation Corporate Governance Guidelines Adopted by the Board of Directors May 16, 2000 A. Composition of the Board of Directors ------------------------------------- 1. Size. In recent years, the Board has had between 12 and 16 members. A ---- size in this range makes the Board large enough to allow for a diversity of perspectives and backgrounds without being so large as to impede effective discussion. The quality of the individuals serving and the overall balance of the Board is more important than the precise number of members, and these considerations could lead from time to time to a Board outside this range. 2. Independence. A substantial majority of the Board should consist of ------------ directors who are not employed by the Corporation and whose other relationships with the Corporation are not such that, in the Board's judgment, their effectiveness as directors would be impaired. The Board would not expect to have more than one or two employee directors except in unusual circumstances, such as during a transition in leadership. 3. Retirement. No director may stand for election to the Board after his ---------- or her 70th birthday. It is also expected that employee directors will resign from the Board at the time they resign or retire from the Corporation. 4. Candidates. The Board as a whole is responsible for selecting ---------- candidates for director. The Corporate Governance Committee, with the active involvement of the Chief Executive Officer, is responsible for screening and recommending candidates. In discharging this responsibility, the Committee periodically evaluates the Board's effectiveness and -1- composition, including matters such as the business and professional backgrounds, age, current employment, community service and other board service of members as well as racial, ethnic and gender diversity. Although the Committee will consider length of service in recommending candidates for re- election, the Board does not believe that adopting a set term limit for directors serves the interests of the Corporation. 5. Leadership. The Board should remain free to configure leadership of ---------- the Board and the Corporation in the way that best serves the Corporation's interests at the time and, accordingly, has no fixed policy with respect to combining or separating the offices of Chairman and CEO. 6. Compensation. Director compensation should be set by the Board. The ------------ Compensation and Benefits Committee, with the assistance of the Corporation's staff, reviews the amount and composition of director compensation from time to time and makes recommendations to the Board when it concludes changes are needed. B. Meeting Preparation and Procedures. ---------------------------------- 1. Agendas. The Chairman of the Board is responsible for setting and ------- circulating in advance an agenda for each meeting. Any director may suggest items for inclusion on the agenda. The Board expects that meeting agendas will include on a regular basis a review of financial performance and a review of the Corporation's business strategies and practices. 2. Meeting Materials. Materials with respect to matters on which action ----------------- is expected to be taken are circulated to the Board at least several days in advance of the meeting whenever possible. Financial reports, certain Committee minutes and other background materials are also circulated in advance of the meeting and during months when the Board is not scheduled to meet. -2- 3. Access to Employees. The Board expects that senior officers of the ------------------- Corporation will regularly attend Board and Committee meetings, present proposals and otherwise assist in the work of the Board. Members of the Board have direct access to any of the Corporation's employees. C. Committees of the Board ----------------------- 1. Numbers and Composition of Committees. The Corporation currently has ------------------------------------- six standing committees: Audit, Business Risk, Business Strategy, Compensation and Benefits, Corporate Governance, and Executive. Employees of the Corporation do not serve on any Committee other than the Executive Committee, although the staff work needed for each Committee is coordinated by a designated officer. The responsibilities of each Committee and any membership requirements are contained in the Corporation's by-laws or a charter approved by the Board. The Corporation complies with all Nasdaq Stock Market and regulatory requirements concerning the membership of certain Committees, including those with respect to independence. The Corporate Governance Committee reviews the committee structure of the Board and the membership of the various committees at least annually and makes recommendations for any changes to the Board. 2. Committee Chairmen and Membership. The Chairmanship of all Committees --------------------------------- other than the Executive Committee, which the Chief Executive Officer will normally chair, should change at least every five years. These changes should be sequenced so that the leadership of no more than one or two of these Committees changes in any given year. There should also be a regular rotation in membership of the Committees, balancing in each set of changes the need for fresh perspective with the need for continuity. 3. Committee Meeting Procedures. In consultation with the Chairman of the ---------------------------- Board and the executive officer responsible for supporting each Committee, the Committee Chairman determines the frequency of meetings and the agenda for each meeting. The agenda and any background materials are circulated in advance whenever practical. The Committee Chairmen report to the full Board after each meeting, and -3- minutes of the Audit, Business Risk, Business Strategy and Corporate Governance Committees are circulated to the full Board. D. Role with Respect to Management ------------------------------- 1. Evaluation of Senior Officers. A key responsibility of the Board is to ----------------------------- monitor the performance of the CEO and, in consultation with the CEO, the performance of other senior officers. The Compensation and Benefits Committee conducts a formal review annually and reports to the Board. 2. Succession Planning. The CEO discusses succession planning annually ------------------- with the Compensation and Benefits Committee and, together with the Chairman of that Committee, reviews the discussion with the Board. 3. Communication. Management speaks for the Corporation. Inquiries from ------------- institutional investors, the press and others should be referred to the CEO or other appropriate officers. Individual directors may from time to time meet with various constituencies of the Corporation, but the Board expects that this would be done only with its concurrence or that of management. -4- 10-Q 13 0013.pdf PDF ATTACHMENT OF FORM 10-Q begin 777 19124_10_Q_1.PDF M)5!$1BTQ+C,-)>+CS],-"C$U-R`P(&]B:@T\/"`-+TQI;F5ABY:9+.`0LD/K/]-MVXXX51DK/W=%D'O;EZFMM;7S%P5"R,D$[Q MD)2T8%!QR+BXM'BTI:6`F0P"+7J:@1=:M5Q-+RV1-7;LD585B.JKV6F M-T?/XJ7`5$ECP"ATL@`EB2)$;)D#0RL!8 M40&DV8!8"!S`X@R\;!.<.MK9/C`PGFAG9%!<8.=1(*#$W_RE/9%14<&Q`1(/ M$QD89ZP%THQ`;`(08`!H3ZCD#65N9'-T"!;("TR-3`@+3(Q-B`Q,34Q(#$P,#`@ M72`-+TUI7!E("]47,N*51J#3`N,#$S M-#$@5&,@,"!4=R`-,C@N.3`T."`P(%1D#2A997,I5&H-+3`N,#`W-S(@5&,@ M#3(N-#`T."`P(%1D#2A8*51J#2TP+C`P,S@V(%1C(`TR+C@S,S,@,"!49`TH M3F\I5&H-+3`N,#`Q,C<@5&,@,"XP,3,Q-R!4=R`-+3$W+C8Y,#4@+3,N,S`Y M-2!49`TH,C(Q+#@T.2PW,S$@4VAA'0@72`^/B`-+T-O;G1E;G1S(#(@,"!2(`TO365D:6%" M;W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@ M#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TR(#`@;V)J#3P\("]&:6QT97(@+T9L M871E1&5C;V1E("],96YG=&@@,R`P(%(@/CX@#7-T`.\-$W53SEV%Z;4_LPW@=&@FUN)-*A**?R]],`2)"ZD):K M-GDP14&-[M/=IT\31.!_]3PA*$>3+_=FF=7YFSDOEV65KTQ=Y7-4Y?!%@I[7 MB"L2$XH(D;'62)*8G-^=7I-;JZ MF=W>?SM-KVYO/J?_F[@+2"*:"[!,W`63*6$Q)X*@*8F5X.#`8G)R59L5(C&: MY456S/-LB1[J#-Z9HEY;8\X6MZ:<68'.3J_!U4OT\/7R,@U616>5,V>5R5@(32P6X-K-[7WZ]?+^!J7W M?SVDZ/SV_N[V?BM*(C%I8?06`"WGE?W+J8H3BJ06%D+KU)^;PB"&[<^_S$@O M';07H23.$H]5X\>%F9O5=U,A1L+%C/&0/^:OUC$6S2]Z]]C3%+/@I@*P7#($ MCYFPJ6#N)X\GG]!5@;[ERV5>%NO'S][)?LU(9\,[Q\!J>QL%I[="FJ@8J^;; MOT^@A)+/4\:H\(__3?_L#%N[#+M,0`!0P!8\]^`S*GU!6_!.UVOC:R)OZ(*$'?1.U^[C#/%FY1` M7]!$N:0X_^'.F5F8"KIBMBD6:_10+A,B4DLRTV@7DL]D"FU&4(*(9@W9PD$=8LUFT[ M>8O;1Q08"U6(F>ABYFT5)A8[:4/FV'X/OTJ!Y-"%>2W7.<3P*Z]?!C+FO6J" M$#'1"6TN9I'B>B>.G331B"8TII^G5%(22_BL&(^3+D%*NX"F@L::P8=^5F[K M%T#ZJJA-9=;U],QD55X\HWZ)MGXZ(P"Q2+AL&T;#/2.N26;]XI"4$TK[+B54 M-CYQX#GHY+Y/74D$EA`JD+#&;6M`>LC6#T_?LGR9?5]"=Y05>LB69J@W0O-# M6;?=3W#$$N7KX%#-`",32=O01,0U?!E0UQ'#&*(-(>JNF[5EG)V^H`I[I[\: MZ`2H[V]9;:/^C=HZQ$)T;:Q]&ZO8SPK[%^8=3!\824(YGK'4\G@RR_(*O65+ MH(@I^J24`%K,:N2(U/);!"\YCKE]&?C8TAE\(3`TD#O].+'G[>L=_MQMN6VJ MXPPI?8K1$%1*B!5#OW#H6=)`Z$;[:+C,<9(`R$%-E5B*^]I ME2U\U@TG"!YF4Q*'*88U;Z<8M%O# M"!+'2K/M=DO+V@J#K0(?J4\>0W')X%%D10P^KCYE!'=::$-]`IT!D83Z9%SV M2$P%=/(8YX-]J2392=9@ MW$GD!&0_;FAJWF=#%E+5#,>#\PKF3;Z`X6/]_E96]7/V?"!?6\R]-6-E)$@R MSMR0(Z%Z.9(1@`*Y9XMF'B?P%40#LK(]/T`S6R6QPS,41&7B7`3"YHV+1$44.%F-04Y$!"H% MTC*E,*7M1VQ)KT?;+,"#I0Q=`71-=\O#5&]^TIQ79I'7@/AZ?:!$9+)%0:J3 M*(]P?Q*S-O;#'MM#.+8`3:D2D"'WAK@WP6NLD]"*(-,;MQD(8Y#S?;?/-OG2 MC4R<,]RE")^U.B4GP M\H!022MPLV7SW_!0UTLG6$&LSDW^9J7(`CF)NNM#RP9FIL79F5[-,Q,=%,6^8Y0/V[W`^D- MXZW;_3AH@V1,_?SM3W%EJ;&W^\$KQAJ%=IE.?D[\;@OR"-R&B20UJ%(8@J@R MDY?)?U`Q.4N;QD^ZF(D^0.F-)<@#]=(1P;^'["UPU;>R,+]!)5<_3(WZF((C M_T;=18IT#&,E]MY-S(K3WD6#EWQ@V(N(PE09112.@'KKACV/))4QV\,2,(<_ M(UA"H>@PP9M./XBE5>%Z#\MS4]7Y4S[/:K,/W_NV/7J=Z2&S1P('RRO3XZQ' M(^:.=/LM@05&[@$G.6B0L1JDM-.K@H\4H70ZJ`7.-U^:K\Q^M;UOTN/56=RV M=B1*P*0<'U+`K%'`W5X#"ABZ%8NL[^F.WC@12["G$02`X#3P<@N=+] M648[P<4U#[-L;S=%@_^F'ZT"'5E/V%BOJ$@##R6A5P1\)GVWI>Q0)V#YG1G< MY]EC]U0*#4OH.!E2`C+<%F8CP[53[JP'K^J$HAA6X3.S,!7X.=L4BS6ZVU3S M%]AUWJF('5T##H#X.ZHBF+)=&%J+;`FPGO[BG`T+L$8O@FQ`#^5R@?XJ%E:0 M/5?&:<$JG5,K$F>A_KOP11Y:37? 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EX-3.(I)

                                                                    Exhibit 3(i)

                           CERTIFICATE OF AMENDMENT

                                      OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          NORTHERN TRUST CORPORATION


     NORTHERN TRUST CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify that:

     (1) The Corporation is regulated under the Bank Holding Company Act of
1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be
amended.

     (2) At a meeting of the Board of Directors of the Corporation held on
January 18, 2000, resolutions were adopted setting forth a proposed amendment of
the Restated Certificate of Incorporation, declaring the amendment to be
advisable and directing that the amendment be considered at a meeting of
stockholders of the Corporation.  The resolutions setting forth the proposed
amendment are as follows:

               BE IT RESOLVED, that the Board of Directors of Northern Trust
          Corporation declares it advisable that the first sentence of Article
          FOURTH of the Restated Certificate of Incorporation be amended to
          increase the number of shares of common stock and the total number of
          shares which the Corporation has the authority to issue by 280,000,000
          shares, so that the first sentence of Article FOURTH would read in its
          entirety as follows:

               "The total number of shares of all classes of capital stock which
          the Corporation has the authority to issue is 570,000,000 shares,
          which are divided into two classes as follows:

               10,000,000 shares of Preferred Stock (Preferred Stock) without
          par value, and

               560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par
          value per share."




               FURTHER RESOLVED, that the foregoing proposed amendment be
          submitted to the stockholders of the Corporation for their
          consideration and approval at the 2000 annual meeting of stockholders
          of the Corporation.

               FURTHER RESOLVED, that upon approval of the foregoing proposed
          amendment by the stockholders of the Corporation, the proper officers
          of the Corporation are authorized and directed to execute and
          acknowledge, to file in the office of the Secretary of State of
          Delaware, and to cause to be recorded, in the manner provided by law,
          a Certificate of Amendment to the Restated Certificate of
          Incorporation with respect to the foregoing amendment.

               FURTHER RESOLVED, that the officers of the Corporation are hereby
          authorized and directed to execute and deliver all such certificates,
          agreements, statements, documents and other instruments, and to
          perform any and all acts and things, which the officers or any of them
          may deem necessary or advisable in order to carry out the purposes and
          intent of these resolutions.

     (3)  Thereafter, pursuant to such resolutions of its Board of Directors,
the stockholders of the Corporation, at a meeting held on April 18, 2000,
adopted the proposed amendment by voting the number of shares required by the
statute in favor of the proposed amendment.

     (4)  The amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

     (5)  Accordingly, there has now been given all corporate authorization
necessary to cause the first sentence of Article FOURTH of the Restated
Certificate of Incorporation to provide as follows:

               "The total number of shares of all classes of capital stock which
          the Corporation has the authority to issue is 570,000,000 shares,
          which are divided into two classes as follows:

               10,000,000 shares of Preferred Stock (Preferred Stock) without
          par value, and

               560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par
          value per share."

     (6)  The Capital of the Corporation will not be reduced under or by reason
of the amendment.


     IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate
to be signed and attested by its duly authorized officers, this 28th day of
April, 2000.

                                    NORTHERN TRUST CORPORATION


                                    By: /s/ William A. Osborn
                                            ------------------------------------
                                            William A. Osborn
                                            Chairman and Chief Executive Officer


Attest:

/s/ Peter L. Rossiter

Peter L. Rossiter
Executive Vice President,
General Counsel and Assistant Secretary

EX-3.(II)

                                                          EXHIBIT (3)(ii)


                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          NORTHERN TRUST CORPORATION

     NORTHERN TRUST CORPORATION, a Corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

          1.   The name of the Corporation is Northern Trust Corporation.

          The date of filing its original Certificate of Incorporation, under
     the name Nortrust Corporation, with the Secretary of State was August 23,
     1971.

          2.   This Restated Certificate of Incorporation restates and
     integrates and does not further amend the provisions of the Certificate of
     Incorporation as heretofore amended of this Corporation, and there is no
     discrepancy between this Restated Certificate of Incorporation and the
     Certificate of Incorporation as heretofore amended of this Corporation.

          3.   The text of the Certificate of Incorporation is restated hereby
     to read as herein set forth in full:

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          NORTHERN TRUST CORPORATION

                                 ARTICLE FIRST

                                     Name

     The name of the Corporation is Northern Trust Corporation.

                                ARTICLE SECOND

                               Registered Office

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


                                 ARTICLE THIRD

                                   Purposes

     The nature of the business to be conducted or promoted and the purposes of
the Corporation are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

                                ARTICLE FOURTH

                             Capital Stock Classes

     The total number of shares of all classes of capital stock which the
Corporation has the authority to issue is 71,000,000 shares, which are divided
into two classes as follows:

     1,000,000 shares of Preferred Stock (Preferred Stock) without par value,
and

     70,000,000 shares of Common Stock (Common Stock) $1.66-2/3 par value per
share.

     The designations, voting powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of the above classes of stock are as follows:

                                       I

                                Preferred Stock

1.   Issuance in Series.

     Shares of Preferred Stock may be issued in one or more series at such time
or times, and for such consideration or considerations as the Board of Directors
may determine. All shares of any one series of Preferred Stock will be identical
with each other in all respects, except that shares of any one series issued at
different times may differ as to dates from which dividends thereon may be
cumulative. All series will rank equally and be identical in all respects,
except as permitted by the following provisions of paragraph 2 of this Division
I.

2.   Authority of the Board with respect to Series.

     The Board of Directors is authorized, at any time and from time to time, to
provide for the issuance of shares of Preferred Stock in one or more series with
such designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof as are
stated and expressed in the resolution or resolutions providing for the issue
thereof adopted by the Board of Directors, and as are not stated and expressed
in this Restated Certificate of Incorporation or any amendment thereto
including, but not limited to, determination of any of the following:

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

                                      -2-


          (b)  the dividend rate or rates, whether dividends are cumulative and,
     if so, from which date, the payment date or dates for dividends, and the
     participating or other special rights, if any, with respect to dividends;

          (c)  the voting powers, full or limited, if any, of the shares of the
     series;

          (d)  whether the shares are redeemable and, if so, the price or prices
     at which, and the terms and conditions on which, the shares may be
     redeemed;

          (e)  the amount or amounts payable upon the shares in the event of
     voluntary or involuntary liquidation, dissolution or winding up of the
     Corporation prior to any payment or distribution of the assets of the
     Corporation to any class or classes of stock of the Corporation ranking
     junior to the Preferred Stock;

          (f)  whether the shares are entitled to the benefit of a sinking or
     retirement fund to be applied to the purchase or redemption of shares of a
     series and, if so entitled, the amount of the fund and the manner of its
     application, including the price or prices at which the shares may be
     redeemed or purchased through the application of the fund;

          (g)  whether the shares are convertible into, or exchangeable for,
     shares of any other class or classes or of any other series of the same or
     any other class or classes of stock of the Corporation and, if so
     convertible or exchangeable, the conversion price or prices, or the rates
     of exchange, and the adjustments thereof, if any, at which the conversion
     or exchange may be made, and any other terms and conditions of the
     conversion or exchange; and

          (h)  any other preferences, privileges and powers, and relative
     participating, optional or other special rights, and qualifications,
     limitations or restrictions of a series, as the Board of Directors may deem
     advisable and as are not inconsistent with the provisions of this Restated
     Certificate of Incorporation.

3.   Dividends.

     Before any dividends on any class or classes of stock of the Corporation
ranking junior to the Preferred stock (other than dividends payable in shares of
any class or classes of stock of the Corporation ranking junior to the Preferred
Stock) may be declared or paid or set apart for payment, the holders of shares
of Preferred Stock of each series are entitled to such cash dividends, but only
when and as declared by the Board of Directors out of funds legally available
therefor, as they may be entitled to in accordance with the resolution or
resolutions adopted by the Board of Directors providing for the issue of the
series, payable on such dates in each year as may be fixed in the resolution or
resolutions. The term "class or classes of stock of the Corporation ranking
junior to the Preferred Stock" means the Common Stock and any other class or
classes of stock of the Corporation hereafter authorized which rank junior to
the Preferred Stock as to dividends or upon liquidation.

                                      -3-


4.   Reacquired Shares.

     Shares of Preferred Stock which have been issued and reacquired in any
manner by the Corporation (excluding, until the Corporation elects to retire
them, shares which are held as treasury shares but including shares redeemed,
shares purchased and retired and shares which have been converted into shares of
Common Stock) will have the status of authorized and unissued shares of
Preferred Stock and may be reissued.

5.   Voting Rights.

     Unless and except to the extent otherwise required by law or provided in
the resolution or resolutions of the Board of Directors creating any series of
Preferred Stock pursuant to this Division I, the holders of the Preferred Stock
shall have no voting power with respect to any matter whatsoever. In no event
shall the Preferred Stock be entitled to more than one vote in respect of each
share of stock except as may be required by law or by this Restated Certificate
of Incorporation.

6.   Outstanding or Reserved for Issuance Preferred Stock.

(a) Series A Junior Participating Preferred Stock

          1.   Designation and Amount.

          The shares of such series shall be designated as "Series A Junior
Participating Preferred Stock" (the "Series A Preferred Stock") and the number
of shares constituting the Series A Preferred Stock shall be 350,000. Such
number of shares may be increased or decreased by resolution of the Board;
provided, that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.

          2.   Dividends and Distributions.

          (A)  Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock, par
value $1.66-2/3 per share (the "Common Stock"), of the Corporation, and of any
other junior stock, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June, September and
December in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $31.00 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash

                                      -4-


dividends or other distributions, other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B)  The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (A) of this Section immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $31.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

     (C)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividends Payment Date
next preceding the date of issue of such shares, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

                                      -5-


               3.   Voting Rights.

               The holders of shares of Series A Preferred Stock shall have the
following voting rights:

               (A)  Subject to the provision for adjustment hereinafter set
     forth, each share of Series A Preferred Stock shall entitle the holder
     thereof to 100 votes on all matters submitted to a vote of the stockholders
     of the Corporation. In the event the Corporation shall at any time declare
     or pay any dividend on the Common Stock payable in shares of Common Stock,
     or effect a subdivision or combination or consolidation of the outstanding
     shares of Common Stock (by reclassification or otherwise than by payment of
     a dividend in shares of Common Stock) into a greater or lesser number of
     shares of Common Stock, then in each such case the number of votes per
     share to which holders of shares of Series A Preferred Stock were entitled
     immediately prior to such event shall be adjusted by multiplying such
     number by a fraction, the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.

               (B)  Except as otherwise provided herein, in any Certificate of
     Designations creating a series of Preferred Stock or any similar stock, or
     by law, the holders of shares of Series A Preferred Stock and the holders
     of shares of Common Stock and any other capital stock of the Corporation
     having general voting rights shall vote together as one class on all
     matters submitted to a vote of stockholders of the Corporation.

               (C)  Except as set forth herein, or as otherwise provided by law,
     holders of Series A preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to vote with holders of Common Stock as set forth herein) for taking any
     corporate action.

               4.   Certain Restrictions.

               (A)  Whenever quarterly dividends or other dividends or
     distributions payable on the Series A Preferred Stock as provided in
     Section 2 are in arrears, thereafter and until all accrued and unpaid
     dividends and distributions, whether or not declared, on shares of Series A
     Preferred Stock outstanding shall have been paid in full, the Corporation
     shall not:

                    (i)  declare or pay dividends, or make any other
               distributions, on any shares of stock ranking junior (either as
               to dividends or upon liquidation, dissolution or winding up) to
               the Series A Preferred Stock;

                    (ii) declare or pay dividends, or make any other
               distributions, on any shares of stock ranking on a parity (either
               as to dividends or upon liquidation, dissolution or winding up)
               with the Series A Preferred Stock, except dividends paid ratably
               on the Series A Preferred Stock and all such parity stock on
               which dividends are payable or in arrears in proportion to the
               total amounts to which the holders of all such shares are then
               entitled;

                                      -6-


               (iii)  redeem or purchase or otherwise acquire for consideration
          shares of any stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A Preferred
          Stock, provided that the Corporation may at any time redeem, purchase
          or otherwise acquire shares of any such junior stock in exchange for
          shares of any stock of the Corporation ranking junior (either as to
          dividends or upon dissolution, liquidation or winding up) to the
          Series A Preferred Stock; or

               (iv)  redeem or purchase or otherwise acquire for consideration
          any shares of Series A Preferred Stock, or any shares of stock ranking
          on a parity with the Series A Preferred Stock, except in accordance
          with a purchase offer made in writing or by publication (as
          determined by the Board of Directors) to all holders of such shares
          upon such terms as the Board of Directors, after consideration of the
          respective annual dividend rates and other relative rights and
          preferences of the respective series and classes, shall determine in
          good faith will result in fair and equitable treatment among the
          respective series or classes.

          (B)  The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the Corporation could, under paragraph
     (A) of this Section 4, purchase or otherwise acquire such shares at such
     time in such manner.

          5.   Reacquired Shares.

          Any shares of Series A Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be retired and canceled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock subject to the conditions
and restrictions on issuance set forth in this Restated Certificate of
Incorporation or in any Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.

          6.   Liquidation, Dissolution or Winding Up.

          Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (A) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received $25,000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (B) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay

                                      -7-



any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred stock were entitled immediately prior to such event under the proviso
in clause (A) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

          7.   Consolidation, Merger, etc.

          In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          8.   No Redemption.

          The shares of Series A Preferred Stock shall not be redeemable.

          9.   Rank.

          The Series A Preferred Stock shall rank, with respect to the payment
of dividends and the distribution of assets, junior to all series of any other
class of the Corporation's Preferred Stock, unless the terms of any such series
shall provide otherwise.

          10.  Amendment.

          This Restated Certificate of Incorporation shall not be amended in any
manner which would materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of at least two-thirds of the outstanding
shares of Series A Preferred Stock, voting together as a single class.

                                      -8-



(b)  Auction Preferred Stock, Series C


                                    PART I

          1.   Designation.

          The designation of said series of Preferred Stock shall be Auction
Preferred Stock, Series C (the "Series C Stock"). The number of shares of Series
C Stock shall be 600. The stated value of the Series C Stock shall be $100,000
per share.

          2.   Dividends.

          (a) The Holders (as defined in Section 8 of this Part I) shall be
entitled to receive; when and as declared by the Board of Directors (as defined
in Section 8 of this Part I) out of funds legally available therefor, cumulative
cash dividends, at the Applicable Rate (as defined in subparagraph (c)(i) of
this Section 2) per annum, determined as set forth below, and no more, payable
on the respective dates set forth below.

          (b)(i) Dividends on shares of Series C Stock at the Applicable Rate
per annum shall accrue from the Date of Original Issue (as defined in Section 8
of this Part I). Accrued dividends shall be payable, when and as declared by the
Board of Directors, commencing on September 2, 1987, and on October 28, 1987
and on each succeeding seventh Wednesday thereafter, except that if:

                         (A)(l)    the Securities Depository (as defined in
                 Section 1 of Part II of this paragraph 6(b) of Article Fourth)
                 shall not have advised the Trust Company (as defined in Section
                 8 of this Part I) at least five Business Days prior to such
                 Wednesday that it will make available to its participants and
                 members on Dividend Payment Dates, in funds immediately
                 available in New York City, the amount due as dividends on such
                 Dividend Payment Dates, and (2)(X) such Wednesday is not a
                 Business Day (as defined in Section 8 of this Part I), (Y) the
                 Thursday following such Wednesday is not a Business Day or (Z)
                 both the Tuesday and the Monday preceding such Wednesday are
                 not Business Days, then on the first Business Day that (i) is
                 preceded by a Business Day that is, or falls after, such
                 preceding Monday and (ii) is immediately followed by a Business
                 day; or

                         (B)(l)    the Securities Depository shall have advised
                 the Trust Company at least five Business Days prior to such
                 Wednesday that it will make available to its participants and
                 members on Dividend Payment Dates, in funds immediately
                 available in New York City, the amount due as dividends on such
                 Dividend Payment Dates and (2)(X) such Wednesday is not a
                 Business Day or (Y) both the Tuesday and the Monday preceding
                 such Wednesday are not Business Days, then on the first
                 Business Day after such Wednesday that is preceded by a
                 Business Day that is, or falls after, such preceding Monday;

provided, however, that the Board of Directors, in the event of a change in law
lengthening the minimum holding period (currently found in Section 246(c) of the
Code (as defined in Section 8 of this Part I)) required for taxpayer's to be
entitled to the dividends received deduction on

                                      -9-


preferred stock held by nonaffiliated corporations (currently found in Section
243(a) of the Code), shall adjust the period of time between Dividend Payment
Dates (as hereinafter defined) so as, subject to clauses (A) and (B) of this
subparagraph (b)(i), to adjust uniformly the number of days (such number of days
without giving effect to such clauses (A) and (B) being hereinafter referred to
as "Dividend Period Days") in Dividend Periods (as defined in subparagraph
(c)(i) of this Section 2) commencing after the date of such change in law to
exceed the then current minimum holding period, provided that the number of
Dividend Period Days shall not exceed by more than nine days the length of such
then current minimum period and in no event shall exceed 98 days and that
dividends shall continue to be payable, subject to clauses (A) and (B), on
Wednesdays (each date of payment of dividends being herein referred to as a
"Dividend Payment Date" and the first Dividend Payment Date being herein
referred to as the "Initial Dividend Payment Date"). Upon any such change in the
number of Dividend Period Days as a result of a change in law, the Corporation
shall publish notice of such change in a newspaper of general circulation to the
financial community in The City of New York, New York, which carries financial
news and is customarily published on each Business Day and shall mail notice of
such change by first class mail, postage prepaid, to each Holder at such
Holder's address as the same appears on the stock register of the Corporation.

     (ii)  As long as the Applicable Rate is based on the results of an Auction
(as defined in Section 8 of this Part I), the Corporation shall pay to the
Paying Agent (as defined in Section 8 of this Part I) not later than 12:00 noon,
New York City time, on the Business Day next preceding each Dividend Payment
Date, an aggregate amount of funds available on the next Business Day in The
City of New York, New York, equal to the dividends to be paid to all Holders on
such Dividend Payment Date. All such moneys shall be held in trust for the
payment of such dividends by the Paying Agent for the benefit of the Holders
specified in subparagraph (iii) of this paragraph (b).

     (iii) Each dividend shall be payable to the Holders as their names appear
on the stock register of the Corporation on the Business Day next preceding the
Dividend Payment Date thereof; provided, however, that if a Rate Adjustment
Event (as defined in Section 8 of this Part I) shall have occurred and shall not
have been cured by paying all dividends accrued and unpaid and unpaid redemption
payments, such dividend shall be paid to such Holders as their names appear on
the stock register of the Corporation on such date, not exceeding 15 days
preceding the payment date thereof, as may be fixed by the Board of Directors.
Dividends in arrears for any past Dividend Period may be declared and paid at
any time, without reference to any regular Dividend Payment Date, to the Holders
as their names appear on the stock register of the Corporation on such date, not
exceeding 15 days preceding the payment date thereof, as may be fixed by the
Board of Directors.

     (c)(i)    The dividend rate of shares of Series C Stock shall be 4.85% per
annum during the period from and after the Date of Original Issue to and
including the Initial Dividend Payment Date (the "Initial Dividend Period").
Commencing on the Initial Dividend Payment Date, the dividend rate on shares of
Series C Stock for each subsequent dividend period (hereinafter referred to as a
"Subsequent Dividend Period" and collectively as "Subsequent Dividend Periods";
and the Initial Dividend Period or any Subsequent Dividend Period being
hereinafter referred to as a "Dividend Period" and collectively as "Dividend
Periods") thereafter, which Subsequent Dividend Periods shall commence on the
day that is the last day of the preceding Dividend Period and shall end on and
include the next succeeding Dividend Payment date, shall be equal to the rate
per

                                     -10-


annum that results from implementation of the Auction Procedures (as defined in
Section 8 of this Part I); provided, however, that if a Rate Adjustment Event
shall have occurred and shall not have been cured by paying all accrued and
unpaid dividends and unpaid redemption payments prior to the first day of such
Subsequent Dividend Period, the dividend rate for such Subsequent Dividend
Period shall be a rate per annum equal to 175% of the 60-day "AA" Composite
Commercial Paper Rate (the rate per annum at which dividends are payable on
shares of Series C Stock for any Dividend Period being herein referred to as the
"Applicable Rate"). Any amount of such dividend or redemption price not paid
when due but paid within three business days after such due date shall incur a
late charge to be paid therewith and calculated for such period of nonpayment at
an annualized rate of 175% of the 60-day "AA" Composite Commercial Paper Rate
applied to the amount of such non-payment.

     (ii)  The amount of dividends per share accrued and payable on shares of
Series C Stock for each Dividend Period shall be computed by multiplying the
Applicable Rate for such Dividend Period by a fraction, the numerator of which
shall be the number of days in such Dividend Period (calculated by counting the
first day thereof but excluding the last day thereof) and the denominator of
which shall be 360 and applying the rate obtained against $100,000; and the
amount of dividends per share accrued for any part of any Dividend Period shall
be computed by multiplying the Applicable Rate for such Dividend Period by a
fraction the numerator of which shall be the number of days in such part of such
Dividend Period (calculated by counting the first day thereof but excluding the
last day thereof) and the denominator of which shall be 360 and applying the
rate obtained against $100,000.

     (iii)  The Applicable Rate for each Subsequent Dividend Period shall be
published not later than the fifth Business Day next succeeding the first day of
such Subsequent Dividend Period in a newspaper of general circulation to the
financial community in The City of New York, New York, which carries financial
news and is customarily published on each Business Day.

     (d)(i)  No full dividends shall be declared or paid or set apart for
payment on Preferred Stock of any series ranking, as to dividends, on a parity
with or junior to the Series C Stock for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for such payment on the Series
C Stock for all Dividend Periods terminating on or prior to the date of payment
of such full cumulative dividends. When dividends are not paid in full, as
aforesaid, upon the Series C Stock and any other Preferred Stock ranking on a
parity as to dividends with the Series C Stock, all dividends declared upon the
Series C Stock and any other Preferred Stock ranking on a parity as to dividends
with the Series C Stock shall be declared pro rata so that the amount of
dividends declared per share on the Series C Stock and such other Preferred
Stock shall in all cases bear to each other the same ratio that accrued
dividends per share on the Series C Stock and such other Preferred Stock bear to
each other. Holders of Series C Stock shall not be entitled to any dividend,
whether payable in cash, property or stocks, in excess of the full cumulative
dividends, as herein provided, on the Series C Stock. No interest, or sum of
money in lieu of interest, shall be payable in respect of any dividend payments
on the Series C Stock which may be in arrears.

     (ii)  So long as any shares of Series C Stock are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock ranking junior to
Series C stock as to dividends and upon liquidation and other than as provided
in subparagraph (i) of this paragraph (d)) shall be declared or paid or set
aside for payment or other distribution declared or made upon the

                                     -11-


Common Stock or upon any other stock ranking junior to or on a parity with the
Series C Stock as to dividends or upon liquidation, nor shall any Common Stock
or any other stock of the Corporation ranking junior to or on a parity with the
Series C Stock as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys paid to or made
available for a sinking fund for the redemption of any such stock) by the
Corporation (except by conversion into or exchange for stock of the Corporation
ranking junior to the Series C Stock as to dividends and upon liquidation)
unless, in each case, the full cumulative dividends on all outstanding shares of
Series C Stock shall have been paid for all past Dividend Periods.

     3.   Voting

     The Series C Stock shall not have any voting powers, either full or
limited, except that:

     (a) Unless the vote or consent of the holders of a greater number of shares
shall then be required by law, the consent of the holders of at least 66-2/3% of
all of the shares of Preferred Stock at the time outstanding, given in person or
by proxy, either in writing or by a vote at a meeting called for the purpose at
which the holders of shares of Preferred Stock shall vote together as a separate
class, shall be necessary for authorizing, effecting or validating the
amendment, alteration or repeal of any of the provisions of this Restated
Certificate of Incorporation or of any certificate amendatory thereof or
supplemental thereto (including any Certificate of Designations or any similar
document relating to any series of Preferred Stock) which would adversely affect
the powers, preferences, rights or privileges of the Preferred Stock; provided,
however, that if any such amendment, alteration or repeal would adversely affect
the powers, preferences, rights or privileges of one or more series of the
Preferred Stock, but shall not so affect the entire class, then only the shares
of the one or more series so affected shall be considered to be a separate class
entitled to vote upon or consent to such amendment, alteration or repeal;

     (b) Unless the vote or consent of the holders of a greater number of shares
shall then be required by law, the consent of the holders of at least 66-2/3% of
all of the Series C Stock and all other series of Preferred Stock ranking on a
parity with the Series C Stock, either as to dividends or upon liquidation, at
the time outstanding, given in person or by proxy, either in writing or by a
vote at a meeting called for the purpose at which the holders of Series C Stock
and such other series of Preferred Stock shall vote together as a single class
without regard to series, shall be necessary for authorizing, effecting or
validating the creation, authorization or issue of any shares of any class of
stock of the Corporation ranking prior to the Series C Stock as to dividends or
upon liquidation, or the reclassification of any authorized stock of the
Corporation into any such prior shares, or the creation, authorization or issue
of any obligation or security convertible into or evidencing the right to
purchase any such prior shares; and

     (c) If at the time of any annual meeting of stockholders for the election
of directors a default in preference dividends on the Preferred Stock shall
exist, the number of directors constituting the Board of Directors shall be
increased by two, and the holders of the Preferred Stock of all series shall
have the right at such meeting, voting together as a single class without regard
to series, to the exclusion of the holders of Common Stock, to elect two
directors of the Corporation to fill such newly created directorships. Such
right shall continue until there are no dividends in arrears upon the Preferred
Stock. Each director elected by the holders of shares of Preferred Stock (herein
called a "Preferred Director") shall continue to serve as such director for the
full term for

                                     -12-


which he shall have been elected, notwithstanding that prior to the end of such
term a default in preference dividends shall cease to exist. Any Preferred
Director may be removed by, and shall not be removed except by, the vote of the
holders of record of the outstanding shares of Preferred Stock, voting together
as a single class without regard to series, at a meeting of the stockholders, or
of the holders of shares of Preferred Stock, called for that purpose. So long as
a default in preference dividends on the Preferred Stock shall exist, (A) any
vacancy in the office of a Preferred Director may be filled (except as provided
in the following clause (B)) by an instrument in writing signed ny the remaining
Preferred Director and filed with the Corporation and (B) in the case of the
removal of any Preferred Director, the vacancy may be filled by the vote of the
holders of the outstanding shares of Preferred Stock, voting together as a
single class without regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the remaining Preferred
Director shall be deemed, for all purposes hereof, to be a Preferred Director.
Whenever the term of office of the Preferred Directors shall end and a default
in preference dividends shall no longer exist, the number of directors
constituting the Board of Directors shall be reduced by two. For the purposes
hereof, a "default in preference dividends" on the Preferred Stock shall be
deemed to have occurred whenever the amount of accrued dividends upon any series
of the Preferred Stock shall be equivalent to six full quarter-yearly dividends
(which, with respect to the Series C Stock, shall be deemed to be dividends in
respect of a number of Dividend Periods containing not less than 540 days) or
more, and, having so occurred, such default shall be deemed to exist thereafter
until, but only until, all accrued dividends on all shares of Preferred Stock of
each and every series then outstanding shall have been paid to the end of the
last preceding quarterly dividend period.

     4.   Redemption.

     (a)(i) The Series C Stock may be redeemed, at the option of the
Corporation, as a whole or from time to time in part, on any Dividend Payment
Date at a redemption price of $100,000 per share plus an amount equal to accrued
and unpaid dividends thereon (whether or not earned or declared) to the date
fixed for redemption.

     (ii) If fewer than all of the outstanding shares of Series C Stock are to
be redeemed pursuant to subparagraph (i) of this paragraph (a), the number of
shares to be redeemed shall be determined by the Board of Directors, and such
shares shall be redeemed pro rata from the Holders in proportion to the number
of such shares held by such Holders (with adjustments to avoid redemption of
fractional shares).

     (b)  If the Corporation shall redeem shares of Series C Stock pursuant to
paragraph (a) of this Section 4, notice of such redemption shall be given by
publication at least once in a newspaper printed in the English language and
customarily published on each Business Day and, whenever published, of general
circulation in Chicago, Illinois, such publication to be not less than 15 nor
more than 45 days prior to the date fixed for such redemption. Notice of such
redemption shall also be given by mailing the same by first class mail, postage
prepaid, not less than 15 nor more than 45 days prior to the date fixed for
redemption thereof, to each Holder of the shares to be redeemed, at such
Holder's address as the same appears on the stock register of the Corporation.
Each such notice shall state: (i) the redemption date; (ii) the number of shares
of Series C Stock to be redeemed; (iii) the redemption price plus the amount of
accrued and unpaid dividends to the redemption date; (iv) the place or places
where certificates for such shares of Series C Stock are to be surrendered for
payment of the redemption price; and (v) that dividends on the shares to be

                                      -13-


redeemed will cease to accrue on such redemption date. If fewer than all shares
held by any Holder are to be redeemed, the notice mailed to such Holder shall
also specify the number of shares to be redeemed from such Holder.

     (c)  Notwithstanding the provisions of paragraph (a) of this Section 4, if
any dividends on the Series C Stock are in arrears, no shares of Series C Stock
shall be redeemed unless all outstanding shares of Series C Stock are
simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire any shares of Series C Stock; provided, however, that the foregoing
shall not prevent the purchase or acquisition of shares of Series C Stock
pursuant to a purchase or exchange offer made on the same terms to Holders of
all outstanding shares of Series C Stock.

     (d)  If notice of redemption has been published under paragraph (b) of this
Section 4 or the Corporation has irrevocably authorized and directed the
Redemption Agent to begin promptly and complete such publication of notice, and
the Corporation has deposited in trust with the Redemption Agent funds necessary
for such redemption, from and after the later of the date of such notice or the
date such deposit is made the shares of Series C Stock called for redemption
shall no longer be deemed to be outstanding, and all rights of the Holders
thereof as stockholders of the Corporation (except the right to receive the
redemption price plus an amount equal to the accrued and unpaid dividends
thereon to the date fixed for redemption) shall cease. Upon surrender in
accordance with said notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice shall so state), the redemption price set forth above
plus an amount equal to such accrued and unpaid dividends shall be paid by the
Redemption Agent to the Holders of the shares of Series C Stock subject to
redemption as set forth in paragraph (e) of this Section 4. In case fewer than
all of the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to
the Holder thereof.

     (e)  As long as the Applicable Rate is based on the results of an Auction,
the Corporation shall pay the applicable Redemption Deposit Amount (as defined
in Section 8 of this Part I) to the Redemption Agent, in funds available on the
next Business Day in The City of New York, New York, on the Business Day next
preceding the redemption date for disbursement to Holders as appropriate. All
such moneys shall be held in trust by the Redemption Agent for the benefit of
Holders of shares so to be redeemed.

     5.   Liquidation Rights.

     (a)  Upon the dissolution, liquidation or winding up of the Corporation,
the holders of the Series C Stock shall be entitled to receive out of the assets
of the Corporation, before any payment or distribution shall be made on the
Common Stock or on any other class of stock ranking junior to the Preferred
Stock upon liquidation, the amount of $100,000 per share, plus a sum equal to
all dividends (whether or not earned or declared) on such shares accrued and
unpaid thereon to the date of the final distribution.

     (b)  Neither the sale of all or substantially all the property or business
of the Corporation, nor the merger or consolidation of the Corporation into or
with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Section 5.

                                     -14-


     (c)  After the payment to the holders of the Series C Stock of the full
preferential amounts provided for in this Section 5, the holders of Series C
Stock as such shall have no right or claim to any of the remaining assets of the
Corporation.

     (d)  In the event the assets of the Corporation available for distribution
to the holders of Series C Stock upon any dissolution, liquidation or winding
up of the Corporation, whether voluntary or involuntary, shall be insufficient
to pay in full all amounts to which such holders are entitled pursuant to
paragraph (a) of this Section 5, no such distribution shall be made on account
of any shares of any other class or series of Preferred Stock ranking on a
parity with the Series C Stock upon such dissolution, liquidation or winding up
unless proportionate distributive amounts shall be paid on account of the Series
C Stock, ratably, in proportion to the full distributable amounts for which
holders of all such parity shares are respectively entitled upon such
dissolution, liquidation or winding up.

     (e)  Upon the dissolution, liquidation or winding up of the Corporation,
the holders of shares of Series C Stock then outstanding shall be entitled to be
paid out of the assets of the Corporation available for distribution to its
stockholders all amounts to which such holders are entitled pursuant to
paragraph (a) of this Section 5 before any payment shall be made to the holders
of any class or series of capital stock of the Corporation ranking junior upon
liquidation to the Series C Stock.

     6.   Sinking or Retirement Fund.

     The Series C Stock shall not be entitled to the benefit of a sinking or
retirement fund to be applied to the purchase or redemption of such stock.

     7.   Rank

     For purposes of this paragraph 6(b) of Article Fourth, any stock of any
class or classes of the Corporation shall be deemed to rank:

     (a)  prior to the Series C Stock, either as to dividends or upon
liquidation, if the holders of such class or classes shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may be, in preference or priority
to the holders of Series C Stock;

     (b)  on a parity with the Series C Stock, either as to dividends or upon
liquidation, whether or not the dividend rates, dividend payments dates or
redemption or liquidation prices per share or sinking fund provisions, if any,
are different from those of the Series C Stock, if the holders of such stock
shall be entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in proportion to their respective dividend rates or liquidation prices, without
preference or priority, one over the other, as between the holders of such stock
and the holders of Series C Stock; and

     (c)  junior to the Series C Stock, either as to dividends or upon
liquidation, if such class shall be Common Stock or if the holders of Series C
Stock shall be entitled to receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in preference or priority to the holders of shares of such class or classes.

                                     -15-


     8.   As used in Parts I and II of this paragraph 6(b) of Article Fourth,
the following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:

     (a)  "'AA' Composite Commercial Paper Rate," on any date, shall mean (i)
the interest equivalent of the 60-day rate on commercial paper placed on behalf
of issuers whose corporate bonds are rated "AA" by Standard & Poor's Corporation
or its successor, or the equivalent of such rating by another rating agency, as
such 60-day rate is made available on a discount basis or otherwise by the
Federal Reserve Bank of New York for the immediately preceding Business Day
prior to such date; or (ii) in the event that the Federal Reserve Bank of New
York does not make available such a rate, then the arithmetic average of the
interest equivalent of the 60-day rate on commercial paper placed on behalf of
such issuers, as quoted on a discount basis or otherwise by the Commercial Paper
Dealers to the Trust Company for the close of business on the immediately
preceding Business Day prior to such date. If any Commercial Paper Dealer does
not quote a rate required to determine the "AA" Composite Commercial Paper Rate,
the "AA" Composite Commercial Paper Rate shall be determined on the basis of the
quotation or quotations furnished by the remaining Commercial Paper Dealer or
Commercial Paper Dealers and any Substitute Commercial Paper Dealer or
Substitute Commercial Paper Dealers selected by the Corporation to provide such
rate or rates not being supplied by any Commercial Paper Dealer or Commercial
Paper Dealers, as the case may be, or, if the Corporation does not select any
such Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers,
by the remaining Commercial Paper Dealer or Commercial Paper Dealers. If the
Board of Directors shall make the adjustment referred to in the proviso of the
second sentence of subparagraph (b)(i) of Section 2 of this Part I, then (i) if
the Dividend Period Days shall be 70 or more days but fewer than 85 days, such
rate shall be the arithmetic average of the interest equivalent of the 60-day
and 90-day rates on such commercial paper, and (ii) if the Dividend Period Days
shall be 85 or more days but 98 or fewer days, such rate shall be the interest
equivalent of the 90-day rate on such commercial paper. For purposes of this
definition, the "interest equivalent" of a rate stated on a discount basis (a
"discount rate") for commercial paper of a given day's maturity shall be equal
to the quotient (rounded to the nearest one-thousandth (.001) of 1%) of (A) the
discount rate divided by (B) the difference between (x) 1.00 and (y) a fraction
the numerator of which shall be the product of the discount rate times the
number of days in which such commercial paper matures and the denominator of
which shall be 360.

     (b)  "Applicable Rate" shall have the meaning specified in subparagraph
(c)(i) of Section 2 of this Part I.

     (c)  "Auction" shall mean each periodic implementation of the Auction
Procedures.

     (d)  "Auction Procedures" shall mean the procedures for conducting Auctions
set forth in Part II hereof.

     (e)  "Board of Directors" shall mean the Board of Directors of the
Corporation or (except with respect to paragraph (c) of Section 3 of this Part
I) a duly authorized committee thereof.

     (f)  "Business Day" shall mean a day on which the New York Stock Exchange,
Inc. is open for trading and on which banks in The City of New York, New York
or in Chicago, Illinois, are not authorized by law to close.

                                     -16-


     (g)  "Code" shall mean the Internal Revenue Code of 1986.

     (h)  "Commercial Paper Dealers" shall mean Goldman, Sachs & Co., and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc. and
Lehman Commercial Paper Incorporated or, in lieu of any thereof, their
respective affiliates or successors.

     (i)  "Date of Original Issue" shall mean the date on which the Corporation
originally issues shares of Series C Stock.

     (j)  "Dividend Payment Date" shall have the meaning specified in
subparagraph (b)(i) of Section 2 of this Part I.

     (k)  "Dividend Period" and "Dividend Periods" shall have the respective
meanings specified in subparagraph (c)(i) of Section 2 of this Part I.

     (l)  "Dividend Period Days" shall have the meaning specified in
subparagraph (b)(i) of Section 2 of this Part I.

     (m)  "Holder" shall mean a holder of shares of Series C Stock as such
holder's name appears on the stock register of the Corporation.

     (n)  "Initial Dividend Payment Date" shall have the meaning specified in
subparagraph (b)(i) of Section 2 of this Part I.

     (o)  "Initial Dividend Period" shall have the meaning specified in
subparagraph (c)(i) of Section 2 of this Part I.

     (p)  "Paying Agent" shall mean a bank or trust company appointed as such by
a resolution of the Board of Directors.

     (q)  "Rate Adjustment Event" shall mean any failure by the Corporation to
pay (i) to the Paying Agent on or within three Business Days after any Dividend
Payment Date the full amount of any dividend (whether or not earned or declared)
to be paid on such Dividend Payment Date on any share of Series C Stock or (ii)
to the Redemption Agent on or within three Business Days after any redemption
date the redemption price to be paid on such redemption date, plus an amount
equal to the accrued and unpaid dividends thereon (whether or not earned or
declared) to such redemption date, of any share of Series C Stock.

     (r)  "Redemption Agent" shall mean a bank or trust company appointed as
such by a resolution of the Board of Directors.

     (s)  "Redemption Deposit Amount" shall mean the product of (i) the number
of outstanding shares of Series C Stock to be redeemed times (ii) an amount
equal to the applicable redemption price plus an amount equal to accrued and
unpaid dividends (whether or not earned or declared) to the date fixed for
redemption.

     (t)  "Subsequent Dividend Period" and "Subsequent Dividend Periods" shall
have the respective meanings specified in subparagraph (c)(i) of Section 2 of
this Part I.

                                     -17-




     (u)  "Substitute Commercial Paper Dealer" shall mean The First Boston
Corporation or Morgan Stanley & Co. Incorporated, or their respective affiliates
or successors; provided that neither such dealer nor any of its affiliates shall
be a Commercial Paper Dealer.

     (v)  "Trust Company" shall mean a bank or trust company appointed as such
by a resolution of the Board of Directors.

                                    PART II

     1.   Certain Definitions.

     Capitalized terms not defined in this Section I shall have the respective
meanings specified in Part I of this paragraph 6(b) of Article Fourth.  As used
in this Part II, the following terms shall have the following meanings, unless
the context otherwise requires:

     (a)  "'AA' Rate Multiple," on any Auction Date, shall mean the percentage
determined as set forth below based on the prevailing rating of the Series C
Stock in effect at the close of business on the Business Day immediately
preceding such Auction Date:

     Prevailing Rating                  Percentage
     -----------------                  ----------
     AA/aa or Above                     110%
     A/a                                120%
     BBB/baa                            130%
     Below BBB/Baa                      175%

     For purposes of this definition, the "prevailing rating" of the Series C
Stock shall be (i) AA/aa or Above, if the Series C Stock has a rating of AA- or
better by Standard & Poor's Corporation or its successor ("S&P") or aa3 or
better by Moody's Investors Service, Inc. or its successor ("Moody's"), or the
equivalent of either or both of such ratings by a substitute rating agency or
substitute rating agencies selected as provided below, (ii) if not AA/aa or
Above, then A/a, if the Series C Stock has a rating of A- or better and lower
than AA- by S&P or a3 or better and lower than aa3 by Moody's or the equivalent
of either or both of such ratings by a substitute rating agency or substitute
rating agencies selected as provided below, (iii) if not AA/aa or Above or A/a,
then BBB/baa, if the Series C Stock has a rating of BBB- or better and lower
than A- by S&P or baa3 or better and lower than a3 by Moody's or the equivalent
of either or both of such ratings by a substitute rating agency or substitute
rating agencies selected as provided below and (iv) if not AA/aa or Above, A/a
or BBB/baa, then Below BBB/baa. The Corporation shall take all reasonable
action necessary to enable S&P and Moody's to provide a rating for the Series
C Stock. If S&P or Moody's or both shall not make such a rating available,
Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated or
their successors shall select a nationally recognized securities rating agency
or two nationally recognized securities rating agencies to act as substitute
rating agency or substitute rating agencies, as the case may be.

     (b)  "Affiliate" shall mean any Person known to the Trust Company to be
controlled by, in control of or under common control with the Corporation.

                                     -18-


     (c)  "Agent Member" shall mean the member of the Securities Depository that
will act on behalf of a Bidder and is identified as such in such Bidder's
Purchaser's Letter.

     (d)  "Auction" shall mean the periodic implementation of the procedures set
forth in this Part II.

     (e)  "Auction Date" shall mean the Business Day next preceding a Dividend
Payment Date.

     (f)  "Available Series C Stock" shall have the meaning specified in
paragraph (a) of Section 4 of this Part II.

     (g)  "Bid" and "Bids" shall have the respective meanings specified in
paragraph (a) of Section 2 of this Part II.

     (h)  "Bidder" and "Bidders" shall have the respective meanings specified in
paragraph (a) of Section 2 of this Part II.

     (i)  "Broker-Dealer" shall mean any broker-dealer, or other entity
permitted by law to perform the function required of a Broker-Dealer in this
Part II, that is a member of, or a participant in, the Securities Depository,
and that has been selected by the Corporation and has entered into a
Broker-Dealer Agreement with the Trust Company that remains effective.

     (j)  "Broker-Dealer Agreement" shall mean an agreement between the Trust
Company and a Broker-Dealer pursuant to which such Broker-Dealer agrees to
follow the procedures specified in this Part II.

     (k)  "Existing Holder," when used with respect to shares of Series C Stock,
shall mean a Person who has signed a Purchaser's Letter and is listed as the
beneficial owner of such shares of Series C Stock in the records of the Trust
Company.

     (l)  "Hold Order" and "Hold Orders" shall have the respective meanings
specified in paragraph (a) of Section 2 of this Part II.

     (m)  "Maximum Rate," on any Auction Date, shall mean the product of the
"AA" Composite Commercial Paper Rate times the "AA" Rate Multiple.

     (n)  "Order" and "Orders" shall have the respective meanings specified in
paragraph (a) of Section 2 of this Part II.

     (o)  "Outstanding" shall mean, as of any date, shares of Series C Stock
theretofore issued by the Corporation except, without duplication, (i) any
shares of Series C Stock theretofore canceled or delivered to the Trust Company
for cancellation or redeemed by the Corporation or as to which the Corporation
shall have published a notice of redemption or irrevocably authorized and
directed the Redemption Agent to begin and promptly complete such publication of
notice, and deposited in trust with the Redemption Agent funds necessary for
such redemption in accordance with this Restated Certificate of Incorporation,
(ii) any shares of Series C Stock as to which the Corporation or any Affiliate
thereof (other than a Broker-Dealer Affiliate) shall be an Existing Holder and
(iii)

                                     -19-


any shares of Series C Stock represented by any certificate in lieu of which a
new certificate has been executed and delivered by the Corporation.

     (p)  "Person" shall mean and include an individual, a partnership, a
corporation, a trust, an unincorporated association, a joint venture or other
entity or a government or any agency or political subdivision thereof.

     (q)  "Potential Holder" shall mean any Person, including any Existing
Holder, (i) who shall have executed a Purchaser's Letter and (ii) who may be
interested in acquiring shares of Series C Stock (or, in the case of an Existing
Holder, additional shares of Series C Stock).

     (r)  "Purchaser's Letter" shall mean a Master Purchaser's Letter, the form
of which is attached hereto, addressed to the Corporation, the Trust Company and
an Agent Member in which a Person agrees, among other things, to offer to
purchase, to purchase, to offer to sell and/or to sell shares of Series C Stock
as set forth in this Part II, or a similar letter containing substantially the
same information and representations, or such other letter as the Board of
Directors shall approve.

     (s)  "Securities Depository" shall mean The Depository Trust Company and
its successors and assigns or any other securities depository selected by the
Corporation which agrees to follow the procedures required to be followed by
such securities depository in connection with shares of Series C Stock.

     (t)  "Sell Order" and "Sell Orders" shall have the respective meanings
specified in paragraph (a) of Section (2) of this Part II.

     (u)  "Submission Deadline" shall mean 12:30 P.M., New York City time, on
any Auction Date or such other time on any Auction Date by which Broker-Dealers
are required to submit Orders to the Trust Company as specified by the Trust
Company from time to time.

     (v)  "Submitted Bid" and "Submitted Bids" shall have the respective
meanings specified in paragraph (a) of Section 4 of this Part II.

     (w)  "Submitted Hold Order" and "Submitted Hold Orders" shall have the
respective meanings specified in paragraph (a) of Section 4 of this Part II.

     (x)  "Submitted Order"  and "Submitted Orders" shall have the respective
meanings specified in paragraph (a) of Section 4 of this Part II.

     (y)  "Submitted Sell Order" and "Submitted Sell Orders" shall have the
respective meanings specified in paragraph (a) of Section 4 of this Part II.

     (z)  "Sufficient Clearing Bids" shall have the meaning specified in
paragraph (a) of Section 4 of this Part II.

     (aa) "Winning Bid Rate" shall have the meaning specified in paragraph (a)
of Section 4 of this Part II.

                                     -20-


     2.   Orders by Existing Holders and Potential Holders.

     (a)  On or prior to the Submission Deadline on each Auction Date:

     (i)  each Existing Holder may submit to a Broker-Dealer information as to:

               (A)  the number of Outstanding shares, if any, of Series C Stock
               held by such Existing Holder with such Existing Holder desires to
               continue to hold without regard to the Applicable Rate for the
               next succeeding Dividend Period;

               (B)  the number of Outstanding shares, if any, of Series C Stock
               that such Existing Holder desires to continue to hold if the
               Applicable Rate for the next succeeding Dividend Period shall
               not be less than the rate per annum specified by such Existing
               Holder; and/or

               (C)  the number of Outstanding shares, if any, of Series C Stock
               held by such Existing Holder which such Existing Holder offers to
               sell without regard to the Applicable Rate for the next
               succeeding Dividend Period; and

     (ii) one or more Broker-Dealers, using lists of Potential Holders, shall in
     good faith for the purpose of conducting a competitive Auction in a
     commercially reasonable manner, contact Potential Holders, including
     Persons that are not Existing Holders, on such lists to determine the
     number of shares, if any, of Series C Stock which each such Potential
     Holder offers to purchase, provided that the Applicable Rate for the next
     succeeding Dividend Period shall not be less than the rate per annum
     specified by such Potential Holder.

     For the purposes hereof, the communication to a Broker-Dealer of
information referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this
paragraph (a) is hereinafter referred to as an "Order" and collectively as
"Orders" and each Existing Holder and each Potential Holder placing an Order is
hereinafter referred to as a "Bidder" and collectively as "Bidders"; an Order
containing the information referred to in clause (i)(A) of this paragraph (a) is
hereinafter referred to as a "Hold Order" and collectively as "Hold Orders"; an
Order containing the information referred to in clause (i)(B) or (ii) of this
paragraph (a) is hereinafter referred to as a "Bid" and collectively as "Bids";
and an Order containing the information referred to in clause (i)(C) of this
paragraph (a) is hereinafter referred to as a "Sell Order" and collectively as
"Sell Orders."

     (b)(i)    A Bid by an Existing Holder shall constitute an irrevocable offer
               to sell:

               (A)  the number of Outstanding shares of Series C Stock specified
               in such Bid if the Applicable Rate determined on such Auction
               Date shall be less than such specified rate; or

               (B)  such number or a lesser number of Outstanding shares of
               Series C Stock to be determined as set forth in subparagraph
               (a)(iv) of Section 5 of this Part II if the Applicable Rate
               determined on such Auction Date shall be equal to such
               specified rate; or

                                     -21-


          (C)  a lesser number of Outstanding shares of Series C Stock to
          be determined as set forth in paragraph (b)(iii) of Section 5 of this
          Part II if such specified rate shall be higher than the Maximum Rate
          and Sufficient Clearing Bids do not exist.

     (ii)  A Sell Order by an Existing Holder shall constitute an irrevocable
     offer to sell:

          (A)  the number of Outstanding shares of Series C Stock specified in
               such Sell Order; or

          (B) such number or a lesser number of Outstanding shares of Series C
          Stock as set forth in subparagraph (b)(iii) of Section 5 of this Part
          II if Sufficient Clearing Bids do not exist.

     (iii) A Bid by a Potential Holder shall constitute an irrevocable offer to
     purchase:

          (A)  the number of Outstanding shares of Series C Stock specified in
          such Bid if the Applicable Rate determined on such Auction Date shall
          be higher than such specified rate; or

          (B)  such number or a lesser number of Outstanding shares of Series C
          Stock as set forth in subparagraph (a)(v) of Section 5 of this Part II
          if the Applicable Rate determined on such Auction Date shall be equal
          to such specified rate.

     3.   Submission of Orders by Broker-Dealers to Trust Company.

     (a)  Each Broker-Dealer shall submit in writing to the Trust Company prior
to the Submission Deadline on each Auction Date all Orders obtained by such
Broker-Dealer and specifying with respect to each Order:

          (i)   the name of the Bidder placing such Order;

          (ii)  the aggregate number of shares of Series C Stock that are the
          subject of such Order;

          (iii) to the extent that such Bidder is an Existing Holder:

                (A) the number of shares, if any, of Series C Stock subject to
                any Hold Order placed by such Existing Holder;

                (B) the number of shares, if any, of Series C Stock subject to
                any Bid placed by such Existing Holder and the rate specified in
                such Bid; and

                (C) the number of shares, if any, of Series C Stock subject to
                any sell Order placed by such Existing Holder; and

          (iv)  to the extent such Bidder is a Potential Holder, the rate
          specified in such Potential Holder's Bid.

                                     -22-


     (b)    If any rate specified in any Bid contains more than three figures to
the right of the decimal point, the Trust Company shall round such rate up to
the next highest one thousandth (.001) of 1%.

     (c)    If an Order or Orders covering all of the Outstanding shares of
Series C Stock held by any Existing Holder is not submitted to the Trust Company
prior to the Submission Deadline, the Trust Company shall deem a Hold Order
to have been submitted on behalf of such Existing Holder covering the number of
Outstanding shares of Series C Stock held by such Existing Holder and not
subject to Orders submitted to the Trust Company.

     (d)    If one or more Orders covering in the aggregate more than the
number of Outstanding shares of Series C Stock held by any Existing Holder are
submitted to the Trust Company, such Orders shall be considered valid as follows
and in the following order of priority:

          (i)  all Hold Orders shall be considered valid, but only up to and
          including in the aggregate the number of shares of Series C Stock held
          by such Existing Holder, and, solely for purposes of allocating
          compensation among the Broker-Dealers submitting Hold Orders, if the
          number of shares of Series C Stock subject to such Hold Orders exceeds
          the number of shares of Series C Stock held by such Existing Holder,
          the number of shares subject to each Hold Order shall be reduced pro
          rata to cover the number of shares of Series C Stock held by such
          Existing Holder;

          (ii)(A)  any Bid shall be considered valid up to and including the
          excess of the number of Outstanding shares of Series C Stock held by
          such Existing Holder over the number of shares of Series C Stock
          subject to any Hold Order referred to in subparagraph (i) above;

          (B)  subject to clause (A), if more than one Bid with the same rate is
          submitted on behalf of such Existing Holder and the number of shares
          of Series C Stock subject to such Bids is greater than such excess,
          such Bids shall be considered valid up to the amount of such excess,
          and, solely for purposes of allocating compensation among the Broker-
          Dealers submitting Bids with the same rate, the number of shares of
          Series C Stock subject to each Bid with the same rate shall be reduced
          pro rata to cover the number of shares of Series C Stock equal to such
          excess;

          (C)  subject to clause (A), if more than one Bid with different rates
          is submitted on behalf of such Existing Holder, such Bids shall be
          considered valid in the ascending order of their respective rates up
          to the amount of such excess; and

          (D)  in any such event the number, if any, of such shares subject to
          Bids not valid under this subparagraph (ii) shall be treated as the
          subject of a Bid by a Potential Holder; and

     (iii)  all Sell Orders shall be considered valid but only up to and
including in the aggregate the excess of the number of Outstanding shares of
Series C Stock held by such Existing Holder over the sum of the shares of Series
C Stock subject to Hold Orders referred to in subparagraph (i) and valid Bids by
Existing Holders referred to in subparagraph (ii) above.

                                     -23-



     (e)  If more than one Bid is submitted on behalf of any Potential Holder,
each Bid submitted shall be a separate bid with the rate therein specified.

     4.  Determination of Sufficient Clearing Bids, Winning Bid Rate and
         Applicable Rate.

     (a)  Not earlier than the Submission Deadline on each Auction Date, the
Trust Company shall assemble all Orders submitted or deemed submitted to it by
the Broker-Dealers (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as
a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted
Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders")
and shall determine:

     (i)   the excess of the total number of Outstanding shares of Series C
     Stock over the number of Outstanding shares of Series C Stock that are the
     subject of Submitted Hold Orders (such excess being hereinafter referred to
     as the "Available Series C Stock");

     (ii)  from the Submitted Orders whether:

               (A)  the number of Outstanding shares of Series C Stock that are
               the subject of Submitted Bids by Potential Holders specifying one
               or more rates equal to or lower than the Maximum Rate exceeds or
               is equal to the sum of:

                    (I)  the number of Outstanding shares of Series C Stock that
                    are the subject of Submitted Bids by Existing Holders
                    specifying one or more rates higher than the Maximum Rate,
                    and

                    (II)  the number of Outstanding shares of Series C Stock
                    that are subject to Submitted Sell Orders

               (in the event of such excess or such equality (other than because
               the sum of the number of shares of Series C Stock in clauses (I)
               and (II) above is zero because all of the Outstanding shares of
               Series C Stock are the subject of Submitted Hold Orders), such
               Submitted Bids in clause (A) above being hereinafter referred to
               collectively as "Sufficient Clearing Bids"); and

                    (iii)  if Sufficient Clearing Bids exist, the lowest rate
               specified in the Submitted Bids (the "Winning Bid Rate") which
               if:

                    (A)(I)  each Submitted Bid from Existing Holders specifying
               such lowest rate and (II) all other Submitted Bids from Existing
               Holders specifying lower rates were accepted, thus entitling such
               Existing Holders to continue to hold the shares of Series C Stock
               that are the subject of such Submitted Bids; and

                    (B)(I)  each Submitted Bid from Potential Holders specifying
               such lowest rate and (II) all other Submitted Bids from
               Potential Holders specifying lower rates were accepted, thus
               entitling the Potential Holders to purchase the shares of Series
               C Stock that are the subject of those Submitted Bids,

                                     -24-



would result in such Existing Holders described in clause (A) continuing to hold
an aggregate number of Outstanding shares of Series C Stock which, when added to
the number of Outstanding shares of Series C Stock to be purchased by such
Potential Holders described in clause (B), would equal not less than the
Available Series C Stock.

     (b)  Promptly after the Trust Company has made the determinations pursuant
to paragraph (a) of this Section 4, the Trust Company shall advise the
Corporation of the "AA" Composite Commercial Paper Rate and the Maximum Rate
and, based on such determinations, the Applicable Rate for the next succeeding
Dividend Period as follows:

               (i) if Sufficient Clearing Bids exist, that the Applicable Rate
               for the next succeeding Dividend Period shall be equal to the
               Winning Bid Rate so determined;

               (ii) if Sufficient Clearing Bids do not exist (other than because
               all of the Outstanding shares of Series C Stock are the subject
               of Submitted Hold Orders), that the Applicable Rate for the next
               succeeding Dividend Period shall be equal to the Maximum Rate; or

               (iii) if all the Outstanding shares of Series C Stock are the
               subject of Submitted Hold Orders, that the Applicable Rate for
               the next succeeding Dividend Period shall be equal to 59% of the
               "AA" Composite Commercial Paper Rate.

     5.   Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares.

     Based on the determinations made pursuant to paragraph (a) of Section 4 of
this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or
rejected and the Trust Company shall take such other action as set forth below:

     (a)  If Sufficient Clearing Bids have been made, subject to the provisions
of paragraphs (c), (d) and (e) of this Section 5, Submitted Bids and Submitted
Sell Orders shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids shall be rejected:

               (i) the Submitted Sell Orders of Existing Holders shall be
               accepted and the Submitted Bid of each of the Existing Holders
               specifying any rate that is higher than the Winning Bid Rate
               shall be rejected, thus requiring each such Existing Holder to
               sell the shares of Series C Stock that are the subject of such
               Submitted Bid;

               (ii) the Submitted Bid of each of the Existing Holders specifying
               any rate that is lower than the Winning Bid Rate shall be
               accepted, thus entitling each such Existing Holder to continue to
               hold the shares of Series C Stock that are the subject of each
               Submitted Bid;

               (iii) the Submitted Bid of each of the Potential Holders
               specifying any rate that is lower than the Winning Bid Rate shall
               be accepted;

               (iv) the Submitted Bid of each of the Existing Holders specifying
               a rate that is equal to the Winning Bid Rate shall be accepted,
               thus entitling each such Existing Holder

                                     -25-












               to continue to hold the shares of Series C Stock that are the
               subject of such Submitted Bid, unless the number of Outstanding
               shares of Series C Stock subject to all such Submitted Bids shall
               be greater than the number of shares of Series C Stock
               ("remaining shares") equal to the excess of the Available Series
               C Stock over the number of shares of Series C Stock subject to
               Submitted Bids described in subparagraphs (ii) and (iii) of this
               paragraph (a), in which event the Submitted Bids of each such
               Existing Holder shall be rejected, and each such Existing Holder
               shall be required to sell shares of Series C Stock, but only in
               an amount equal to the difference between (A) the number of
               Outstanding shares of Series C Stock then held by such Existing
               Holder subject to such Submitted Bid and (B) the number of shares
               of Series C Stock obtained by multiplying the number of remaining
               shares by a fraction the numerator of which shall be the number
               of Outstanding shares of Series C Stock held by such Existing
               Holder subject to such Submitted Bid and the denominator of which
               shall be the sum of the number of Outstanding shares of Series C
               Stock subject to such Submitted Bids made by all such Existing
               Holders that specified a rate equal to the Winning Bid Rate; and

               (v)  the Submitted Bid of each of the Potential Holders
               specifying a rate that is equal to the Winning Bid Rate shall be
               accepted but only in an amount equal to the number of shares of
               Series C Stock obtained by multiplying the difference between the
               Available Series C Stock and the number of shares of Series C
               Stock subject to Submitted Bids described in subparagraphs (ii),
               (iii) and (iv) of this paragraph (a) by a fraction the numerator
               of which shall be the number of Outstanding shares of Series C
               Stock subject to such Submitted Bid and the denominator of which
               shall be the sum of the number of Outstanding shares of Series C
               Stock subject to such Submitted Bids made by all such Potential
               Holders that specified a rate equal to the Winning Bid Rate.

     (b)  If Sufficient Clearing Bids have not been made (other than because all
of the Outstanding shares of Series C Stock are subject to Submitted Hold
Orders), subject to the provisions of paragraphs (c), (d) and (e) of this
Section 5, Submitted Orders shall be accepted or rejected as follows in the
following order of priority and all other Submitted Bids shall be rejected:

               (i)    the Submitted Bid of each Existing Holder specifying any
               rate that is equal to or lower than the Maximum Rate shall be
               accepted, thus entitling such Existing Holder to continue to hold
               the shares of Series C Stock that are the subject of such
               Submitted Bid;

               (ii)   the Submitted Bid of each Potential Holder specifying any
               rate that is equal to or lower than the Maximum Rate shall be
               accepted; and

               (iii)  the Submitted Bids of each Existing Holder specifying any
               rate that is higher than the Maximum Rate shall be rejected and
               the Submitted Sell Orders of each Existing Holder shall be
               accepted, in both cases only in an amount equal to the difference
               between (A) the number of Outstanding shares of Series C Stock
               then held by such Existing Holder subject to such Submitted Bid
               or Submitted Sell Order and (B) the number of shares of Series C
               Stock obtained by multiplying the difference between the
               Available Series C Stock and the aggregate number of shares

                                     -26-


































               of Series C Stock subject to Submitted Bids described in
               subparagraphs (i) and (ii) of this paragraph (b) by a fraction
               the numerator of which shall be the number of Outstanding shares
               of Series C Stock held by such Existing Holder subject to such
               Submitted Bid or Submitted Sell Order and the denominator of
               which shall be the number of Outstanding shares of Series C Stock
               subject to all such Submitted Bids and Submitted Sell Orders.


     (c)  If all of the Outstanding shares of Series C Stock are the subject of
Submitted Hold Orders, all Submitted Bids shall be rejected.

     (d)  If, as a result of the procedures described in paragraph (a) or (b) of
this Section 5, any Existing Holder would be entitled or required to sell, or
any Potential Holder would be entitled or required to purchase, a fraction of a
share of Series C Stock on any Auction Date, the Trust Company, in such manner
as it shall determine in its sole discretion, shall round up or down the number
of shares of Series C Stock to be purchased or sold by any Existing Holder or
Potential Holder on such Auction Date so that the number of shares purchased or
sold by each Existing Holder or Potential Holder on such Auction Date shall be
whole shares of Series C Stock.

     (e)  If, as a result of the procedures described in paragraph (a) of this
Section 5, any Potential Holder would be entitled or required to purchase less
than a whole share of Series C Stock on any Auction Date, the Trust Company, in
such manner as it shall determine in its sole discretion, shall allocate shares
for purchase among Potential Holders so that only whole shares of Series C Stock
are purchased on such Auction Date by any Potential Holder, even if such
allocation results in one or more of such Potential Holders not purchasing
shares of Series C Stock on such Auction Date.

     (f) Based on the results of each Auction, the Trust Company shall determine
the aggregate number of shares of Series C Stock to be purchased and the
aggregate number of shares of Series C Stock to be sold by Potential Holders and
Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell
Orders and, with respect to each Broker-Dealer, to the extent that such
aggregate number of shares to be purchased and such aggregate number of shares
to be sold differ, determine to which other Broker-Dealer or Broker-Dealers
acting for one or more purchasers such Broker-Dealer shall deliver, or from
which other Broker-Dealer or Broker-Dealers acting for one or more sellers such
Broker-Dealer shall receive, as the case may be, shares of Series C Stock.

     6.   Miscellaneous.

     (a) The Board of Directors may interpret the provisions of this Part II to
resolve any inconsistency or ambiguity which may arise or be revealed in
connection with the Auction Procedures provided for herein, and if such
inconsistency or ambiguity reflects an inaccurate provision hereof, the Board of
Directors may, in appropriate circumstances, authorize the filing of a
Certificate of Correction or Certificate of Amendment.

     (b)  So long as the Applicable Rate is based on the results of an Auction,
an Existing Holder (i) may sell, transfer or otherwise dispose of shares of
Series C Stock only pursuant to a Bid or Sell Order in accordance with the
procedures described in this Part II or to or through a Broker-Dealer or to a
Person that has delivered a signed copy of a Purchaser's Letter to the Trust
Company, provided that in the case of all transfers other than pursuant to
Auctions such Existing Holder or

                                     -27-

























its Broker-Dealer advises the Trust Company of such transfer, and (ii) shall
have the ownership of the shares of Series C Stock held by it maintained in book
entry form by the Securities Depository in the account of its Agent Member,
which in turn will maintain records of such Existing Holder's beneficial
ownership.

     (c)  Neither the Corporation nor any affiliate thereof may submit an Order
in any Auction. Any Broker-Dealer that is an affiliate of the Corporation may
not submit Bids to purchase shares of Series C Stock in Auctions for its own
account, and if such affiliated Broker-Dealer has otherwise acquired shares for
its own account, it must submit a Sell Order in the next Auction with respect to
such shares.

     (d)  The Trust Company shall reject any Submitted Order of the Corporation
or an Affiliate, except for Sell Orders of affiliated Broker-Dealers.

     (e)  From and after the occurrence of a Rate Adjustment Event, shares of
Series C Stock shall be registered for transfer or exchange and new certificates
issued upon surrender of the old certificates deemed by the Trust Company (or
any other transfer agent or registrar appointed by the Corporation) properly
endorsed for transfer with all necessary endorsers' signatures guaranteed in
such manner and form as the Trust Company (or such other transfer agent or
registrar) may require by a guarantor reasonably believed by the Trust Company
(or such other transfer agent or registrar) to be responsible, accompanied by
such assurances as the Trust Company (or such other transfer agent or registrar)
shall deem necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement and satisfactory evidence of
compliance with all applicable laws relating to the collection of taxes or funds
necessary for the payment of such taxes.

                                     -28-


TO BE SUBMITTED TO YOUR BROKER-DEALER WHO WILL THEN DELIVER COPIES ON YOUR
BEHALF TO THE RESPECTIVE TRUST COMPANIES.

                           Master Purchaser's Letter
        Relating to Securities Involving Rate Settings through Auctions


To:  The Corporation
     The Trust Company
     A Broker-Dealer
     An Agent Member
     Other Persons

     1.   This letter is designed to apply to auctions for publicly or privately
offered debt or equity securities ("Securities") of any issuer ("Corporation")
which are described in any final prospectus or other offering materials relating
to such Securities as the same may be amended or supplemented (collectively,
with respect to the particular Securities concerned, the "Prospectus") and which
involve periodic rate settings through auctions ("Auctions"). This letter shall
be for the benefit of any Corporation and of any trust company or auction agent
(collectively, "trust company"), broker-dealer, agent member, securities
depository or other interested person in connection with any Securities and
related Auctions (it being understood that such persons may be required to
execute specified agreements and nothing herein shall alter such requirements).
The terminology used herein is intended to be general in its application and not
to exclude any Securities in respect of which (in the Prospectus or otherwise)
alternative terminology is used.

     2.   We may from time to time offer to purchase, purchase, offer to sell
and/or sell Securities of any Corporation as described in the Prospectus
relating thereto. We agree that this letter shall apply to all such purchases,
sales and offers and to Securities owned by us. We understand that the
dividend/interest rate on Securities may be based from time to time on the
results of Auctions as set forth in the Prospectus.

     3.   We agree that any bid or sell order, placed by us shall constitute an
irrevocable offer by us to purchase or sell the Securities subject to such bid
or sell order, or such lesser amount of Securities as we shall be required to
sell or purchase as a result of such Auction, at the applicable price, all as
set forth in the Prospectus, and that if we fail to place a bid or sell order
with respect to Securities owned by us with a broker-dealer on any auction date,
or a broker-dealer to which we communicate a bid or sell order fails to submit
such bid or sell order to the trust company concerned, we shall be deemed to
have placed a hold order with respect to such Securities as described in the
Prospectus. We authorize any broker-dealer that submits a bid or sell order as
our agent in Auctions to execute contracts for the sale of Securities covered by
such bid or sell order. We recognize that the payment by such broker-dealer for
Securities purchased on our behalf shall not relieve us of any liability to such
broker-dealer for payment for such Securities.

     4.   We agree that, during the applicable period as described in the
Prospectus, dispositions of Securities can be made only in the denominations set
forth in the Prospectus and we will sell, transfer or otherwise dispose of any
Securities held by us from time to time only pursuant to a bid or sell order
placed in an Auction, to or through a broker-dealer or, when permitted in the
Prospectus, to a person that has signed and delivered, or caused to be delivered
on its behalf, to the applicable trust company a letter substantially in the
form of this letter (or

                                     -29-


other applicable purchaser's letter), provided that in the case of all transfers
other than pursuant to Auctions we or our broker-dealer or our agent member
shall advise such trust company of such transfer. We understand that a
restrictive legend will be placed on certificates representing the Securities
and stop-transfer instructions will be issued to the transfer agent and/or
registrar, all as set forth in the Prospectus. We agree to comply with any other
transfer restrictions or other related procedures as described in the
Prospectus.

     5.   We agree that, during the applicable period as described in the
Prospectus, ownership of Securities shall be represented by a global certificate
registered in the name of the applicable securities depository or its nominee,
that we will not be entitled to receive any certificate representing the
Securities and that our ownership of any Securities will be maintained in book
entry form by the securities depository for the account of our agent member,
which in turn will maintain records of our beneficial ownership. We authorize
and instruct our agent member to disclose to the applicable trust company such
information concerning our beneficial ownership of Securities as such trust
company shall request.

     6.   We acknowledge that partial deliveries of Securities purchased in
Auctions may be made to us and such deliveries shall constitute good delivery as
set forth in the Prospectus.

     7.   This letter is not a commitment by us to purchase any Securities.

     8.   This letter supersedes any prior-dated version of this master
purchaser's letter, and supplements any prior- or post-dated purchaser's letter
specific to particular Securities; any recipient of this letter may rely upon it
until such recipient has received a signed writing amending or revoking this
letter.

     9.   The descriptions of Auction procedures set forth in each applicable
Prospectus are incorporated by reference herein and, in case of any conflict
between this letter and any such description, such description shall control.

     10.  Any xerographic or other copy of this letter shall be deemed of equal
effect as a signed original.

     11.  Our agent member of the securities depository currently is
______________.

     12.  Our personnel authorized to place orders with broker-dealers for the
purposes set forth in the Prospectus in Auctions currently is/are ______________
_________________ telephone number (____) ____________.

     13.  Our taxpayer identification number is _________________________.

                                     -30-


     14.  This letter is continued on the reverse hereof and the provisions
there set forth pertaining to privately offered Securities shall have the same
effect as if set forth at this place.

Dated:_________________________________    _____________________________________
Mailing Address of Purchaser:                        (Name of Purchasers)


_______________________________________    By:__________________________________

_______________________________________    Printed Name:________________________

_______________________________________    Title:_______________________________

     15.  In the case of each offer to purchase, purchase, offer to sell or sale
by us of Securities not registered under the Securities Act of 1933, as amended
(the "Act"), we represent and agree as follows:


          A.  We understand and expressly acknowledge that the Securities have
     not been and will not be registered under the Act and, accordingly, that
     the Securities may not be reoffered, resold or otherwise pledged,
     hypothecated or transferred unless an applicable exemption from the
     registration requirements of the Act is available.

          B.  We hereby confirm that any purchase of Securities made by us will
     be for our own account, or for the account of one or more parties for which
     we are acting as trustee or agent with complete investment discretion and
     with authority to bind such parties, and not with a view to any public
     resale or distribution thereof. We and each other party for which we are
     acting which will acquire Securities will be "accredited investors" within
     the meaning of Regulation D under the Act with respect to the Securities to
     be purchased by us or such party, as the case may be, will have previously
     invested in similar types of instruments and will be able and prepared to
     bear the economic risks of investing in and holding such Securities.

          C.  We acknowledge that prior to purchasing any Securities we shall
     have received a Prospectus (private placement memorandum) with respect
     thereto and acknowledge that we will have had access to such financial and
     other information, and have been afforded the opportunity to ask such
     questions of representatives of the Corporation and receive answers
     thereto, as we deem necessary in connection with our decision to purchase
     Securities.

          D.  We recognize that the Corporation and broker-dealers will rely
     upon the truth and accuracy of the foregoing investment representations and
     agreements, and we agree that each of our purchases of Securities now or in
     the future shall be deemed to constitute our concurrence in all of the
     foregoing which shall be binding on us and each party for which we are
     acting as set forth in Subparagraph B above.


(c) Flexible Auction Preferred Stock, Series D

                                     -31-


                                    PART I

          1.   Designation.

          The designation of said series of Preferred Stock shall be Flexible
Auction Preferred Stock, Series D (the "Series D Stock"). The number of shares
of Series D Stock shall be 600. The stated value of the Series D Stock shall be
$100,000 per share.

          2.   Dividends.

          (a) The Holders (as defined in Section 9 of this Part I) shall be
entitled to receive, when, as and if declared by the Board of Directors (as
defined in Section 9 of this Part I) out of funds legally available therefor,
cumulative cash dividends, at the Applicable Rate (as defined in clause
(c)(i)(A) of this Section 2) per annum, determined as set forth below, and no
more, payable on the respective dates set forth below.

          (b)(i)  Dividends on shares of Series D Stock shall accrue at the
Applicable Rate from the Date of Original Issue (as defined in Section 9 of this
Part I).

          (b)(ii)  Accrued dividends on the shares of the Series D Stock shall
be payable commencing on August 15, 1990. Thereafter, dividends on the Series D
Stock for a Short-Term Dividend Period (as defined in subparagraph (b)(vi) of
this Section 2) shall be payable on the last day of such Short-Term Dividend
Period. Dividends on the shares of Series D Stock for a Long-Term Dividend
Period (as defined in subparagraph (b)(vi) of this Section 2) shall be payable
on the last day of such Long-Term Dividend Period and, if occurring prior to the
last day of such Long-Term Dividend Period, on the first day of the fourth month
after the commencement of such Long-Term Dividend Period and quarterly
thereafter on the first day of each succeeding third month. Each day on which
dividends would be payable as determined as set forth in this subparagraph (ii)
but for the provisions set forth in subparagraph (b)(iii) of this paragraph 2 is
referred to herein as a "Normal Dividend Payment Date."

          (b)(iii)  Notwithstanding the preceding subparagraph (ii) of this
paragraph (b), if:

          (A)(1)  the Securities Depository (as defined in Section 9 of
     this Part I) shall not have advised the Trust Company (as defined in
     Section 9 of this Part I) at least five Business Days prior to a
     Dividend Payment Date that it will make available to its participants
     and members on Dividend Payment Dates, in funds immediately available
     in New York City, the amount due as dividends on such Dividend Payment
     Dates, and (2)(X) a Normal Dividend Payment Date is not a Business Day
     (as defined in Section 9 of this Part I) or (Y) the day next
     succeeding such Dividend Payment Date is not a Business Day, then
     dividends shall be payable on the first Business Day preceding such
     Normal Dividend Payment Date that is next succeeded by a Business Day;
     or

          (B)(1)  the Securities Depository shall have advised the Trust
     Company at least five Business Days prior to such Dividend Payment
     Date that it will make available to its participants and members on
     Dividend Payment Dates, in funds immediately available in New York
     City, the amount due as dividends on such

                                     -32-


     Dividend Payment Dates and (2) a Normal Dividend Payment Date is not a
     Business Day, then Dividends shall be payable on the first Business Day
     after such Normal Dividend Payment Date;

          (b)(iv) Notwithstanding the foregoing, if the date on which dividends
on the shares of the Series D Stock would be payable as determined as set forth
in subparagraphs (ii) and (iii) of this paragraph (b) is a day that would result
in the number of days between successive Auction Dates (as defined in Section 9
of this Part I) for the Series D Stock (determined by including the first
Auction Date and excluding the second Auction Date) not being at least equal to
the then current Minimum Holding Period (as defined below), then dividends on
such shares shall be payable, if clause (iii) (A) above would be applicable to
the Series D Stock, on the first Business Day following such date on which
dividends would be so payable that is next succeeded by a Business Day or, if
clause (iii)(B) above would be applicable to the Series D Stock, on the first
Business Day following such day on which dividends would be so payable, that in
either case results in the number of days between such successive Auction Dates
for the Series D Stock (determined as set forth above) being at least equal to
the then current Minimum Holding Period.

          In addition, notwithstanding the foregoing, the Board of Directors, in
the event of a change in law lengthening the minimum holding period (the
"Minimum Holding Period") (currently found in Section 246(c) of the Code (as
defined in Section 9 of this Part I) required for taxpayers to be entitled to
the dividends-received deduction on Preferred Stock held by nonaffiliated
corporations (currently found in Section 243(a) of the Code), shall adjust the
period of time between Dividend Payment Dates (as hereinafter defined) so as,
subject to clauses (A) and (B) of subparagraph (b)(iii), to adjust uniformly the
number of Dividend Period Days (as defined in Section 9 of this Part I) in
Short-Term Dividend Periods (as defined in subparagraph (b)(vi) of this Section
2) commencing after the date of such change in law to exceed the new Minimum
Holding Period, provided that the number of Dividend Period Days shall not
exceed by more than nine days the length of such new Minimum Holding Period and
in no event shall exceed 98 days and shall consist of a whole number of weeks.

          (b)(v) Each date on which dividends on the shares of the Series D
Stock shall be payable as determined as set forth above shall be referred to
herein as a "Dividend Payment Date" and the first Dividend Payment Date shall be
referred to herein as the "Initial Dividend Payment Date." If applicable, the
period from the preceding Dividend Payment Date to and including the next
Dividend Payment Date for the Series D Stock during a Long-Term Dividend Period
is herein referred to as a "Dividend Quarter." Although any particular Dividend
Payment Date for the Series D Stock may not occur on the originally scheduled
Normal Dividend Payment Date for the Series D Stock because of the foregoing
provisions, each succeeding Dividend Payment Date for the Series D Stock shall
be, subject to such provision, the date determined as set forth in subparagraph
(ii) above as if each preceding Dividend Payment Date had occurred on the
respective originally scheduled Normal Dividend Payment Date.

          (b)(vi) The period from and after the Date of Original Issue to and
including the Initial Dividend Payment Date (the "Initial Dividend Period") for
the shares of Series D Stock shall contain 48 Dividend Period Days. After the
Initial Dividend Period for the Series D Stock, each subsequent Dividend Period
for the Series D Stock (except for the adjustments for non-Business Days
provided in subparagraph (iii) above) shall contain 49 Dividend Period Days
(each such period, subject to any adjustment as a result of a change in law
lengthening the Minimum Holding

                                     -33-


Period as provided in subparagraph (iv) above, being referred to herein as a
"Short-Term Dividend Period"), unless as provided in subparagraph (vii) below,
the Term Selection Agent specifies that any such subsequent Dividend Period
shall be a Dividend Period containing any specified number of Dividend Period
Days greater than the number of Dividend Period Days in a Short-Term Dividend
Period and containing a number of Dividend Period Days evenly divisible by seven
(each such period being referred to herein as a "Long-Term Dividend Period," and
each such Short-Term Dividend Period and Long-Term Dividend Period, together
with the Initial Dividend Period (as defined in clause (c)(i)(A)), being
referred to herein as a "Dividend Period"). After the Initial Dividend Period
for the Series D Stock, each successive Dividend Period for the Series D Stock
shall commence on the Dividend Payment Date ending the preceding Dividend Period
and shall end (i) during a Short-Term Dividend Period, on the next Dividend
Payment Date for the Series D Stock and (ii) during a Long-Term Dividend Period,
on the last day of the Long-Term Dividend Period specified by the Term Selection
Agent in the related notice of Long-Term Dividend Period.

          (b)(vii) Not less than 10 and not more than 20 days prior to the date
of an Auction (as defined in Section 9 of this Part I) for the Series D Stock
and based on the criteria set forth below, the Term Selection Agent may give
telephonic and written notice to the Corporation, the Trust Company, the Paying
Agent and the Securities Depository that the next succeeding Dividend Period for
the Series D Stock will be longer than a Short-Term Dividend Period (a "Notice
of Long-Term Dividend Period"). Such notice will specify the next succeeding
Dividend Period for the Series D Stock as a Long-Term Dividend Period, which may
be any period designated by the Term Selection Agent greater than the Short-Term
Dividend Period and containing a number of Dividend Period Days evenly divisible
by seven, provided that for any Auction occurring after the initial Auction for
the Series D Stock, the Term Selection Agent may not give a Notice of Long-Term
Dividend Period for the Series D Stock (and any such notice shall be null and
void) unless Sufficient Clearing Bids were made in the last occurring Auction
for the Series D Stock and full cumulative dividends for the Series D Stock
payable prior to the date of Notice of Long-Term Dividend Period have been paid
in full. The Term Selection Agent shall state in each Notice of Long-Term
Dividend Period (i) that the next succeeding Dividend Period for the Series D
Stock shall be a Long-Term Dividend Period, (ii) the term thereof and (iii) the
redemption provisions applicable for such Long-Term Dividend Period. The Term
Selection Agent may establish a Long-Term Dividend Period, and, subject to the
provisions of Section 4 of this paragraph 6(c) of Article Fourth, the applicable
redemption provisions therefor, for the shares of the Series D Stock if the Term
Selection Agent determines that such Long-Term Dividend Period and such
redemption provisions, in its sole opinion, provide the Corporation with the
most favorable financing alternative based upon the following: (i) short-term
and long-term market rates and indices of such short-term and long-term rates,
(ii) the amounts, maturities and interest or dividend rates on the then
outstanding securities of the Corporation or its subsidiaries, (iii) market
supply and demand for short-term and long-term securities, (iv) yield curves for
short-term and long-term securities comparable to the shares of the Series D
Stock, (v) industry and financial conditions which may affect the shares of the
Series D Stock including the Term Selection Agent's expectations with respect
thereto, (vi) current tax laws and administrative interpretations with respect
thereto, (vii) the number of shares of the Series D Stock Outstanding on the
next Auction Date and (viii) the number of potential purchasers. Any Notice of
Long-Term Dividend Period may be revoked by the Term Selection Agent on or prior
to the second Business Day prior to the related Auction by telephonic and
written notice (a "Notice of Revocation") to the Corporation, the Trust Company,
the Paying Agent and the Securities Depository, specifying that the Term
Selection Agent has determined that because of subsequent changes in any of the
foregoing factors, such Long-Term Dividend Period would not result in the

                                     -34-


most favorable financing alternative for the Corporation, and shall be deemed to
have been revoked if on or prior to the second Business Day prior to the related
Auction, the Term Selection Agent shall have been removed and the Corporation
shall have given written and telephonic notice of such removal ("Notice of
Removal") to the Trust Company, the Paying Agent and the Securities Depository.
Except with respect to a Notice of Long-Term Dividend Period that is deemed to
be revoked, any Long-Term Dividend Period specified by the Term Selection Agent
for the Series D Stock and any revocation thereof shall be conclusive and
binding on the Corporation and the Holders.

          The Corporation may remove the Term Selection Agent for the Series D
Stock upon 5 days' written notice. If there is no Term Selection Agent with
respect to any Dividend Period, then such Dividend Period shall be a Short-Term
Dividend Period.

          If the Term Selection Agent does not give a Notice of Long-Term
Dividend Period with respect to the next succeeding Dividend Period for the
Series D Stock or gives a Notice of Revocation with respect thereto or such
Notice of Long-Term Dividend Period shall be deemed to have been revoked, such
next succeeding Dividend Period shall be a Short-Term Dividend Period. In
addition, in the event the Term Selection Agent has given a Notice of Long-Term
Dividend Period with respect to the next succeeding Dividend Period for the
Series D Stock and has not given a Notice of Revocation with respect thereto and
such Notice of Long-Term Dividend Period shall not have been deemed revoked, but
Sufficient Clearing Bids are not made in the related Auction for the Series D
Stock or such Auction is not held for any reason, such next succeeding Dividend
Period shall, notwithstanding such Notice of Long-Term Dividend Period, be a
Short-Term Dividend Period and the Term Selection Agent may not again give a
Notice of Long-Term Dividend Period (and any such notice shall be null and void)
for the Series D Stock until sufficient Clearing Bids have been made in an
Auction with respect to a Short-Term Dividend Period for the Series D Stock.

          (b)(viii) As long as the Applicable Rate is based on the results of
an Auction, the Corporation shall pay to the Paying Agent (as defined in
Section 9 of this Part I) not later than 12:00 noon, New York City time, on the
Business Day next preceding each Dividend Payment Date, an aggregate amount of
funds available on the next Business Day in the City of New York, New York,
equal to the dividends to be paid to all Holders on such Dividend Payment Date.
All such moneys shall be held in trust for the payment of such dividends by the
Paying Agent for the benefit of the Holders specified in subparagraph (ix) or
this paragraph (b).

          (b)(ix)   Each dividend shall be payable to the Holders as their names
appear on the stock register of the Corporation on the Business Day next
preceding the Dividend Payment Date thereof; provided, however, that if a Rate
Adjustment Event (as defined in Section 9 of this Part I) shall have occurred
and shall not have been cured by paying all accrued and unpaid dividends
and unpaid redemption payments as provided in clause (c)(i)(B), such dividend
shall be paid to such Holders as their names appear on the stock register of the
Corporation on such date, not exceeding 15 days preceding the payment date
thereof, as may be fixed by the Board of Directors. Dividends in arrears for any
past Dividend Period may be declared and paid at any time, without reference to
any regular Dividend Payment Date, to the Holders as their names appear on the
stock register of the Corporation on such date, not exceeding 15 days preceding
the payment date thereof, as may be fixed by the Board of Directors.

                                     -35-


          (c)(i)(A) The dividend rate of shares of Series D Stock shall be 6.55%
per annum during the Initial Dividend Period. Commencing on the Initial Dividend
Payment Date, the dividend rate on shares of Series D Stock for each subsequent
dividend period (hereinafter referred to as a "Subsequent Dividend Period" and
collectively as "Subsequent Dividend Periods") thereafter, which Subsequent
Dividend Periods shall commence on the day that is the last day of the preceding
Dividend Period and shall end on and include the next succeeding Dividend
Payment Date, shall be equal to the rate per annum that results from
implementation of the Auction Procedures (as defined in Section 9 of this Part
I); provided, however, that in the event that an Auction for any Dividend Period
is not held for any reason (other than as a result of the existence of a Rate
Adjustment Event on the Auction Date for such Dividend Period), the dividend
rate for such Dividend Period shall be the Non-Auction Rate on the Auction Date
with respect to such Dividend Period. The "Non-Auction Rate" on an Auction Date
shall be the greater of (x) the Applicable Rate in effect immediately prior to
such Auction Date or (y) the Maximum Rate in effect on such Auction Date for a
Short-Term Dividend Period, regardless of whether an Auction is held. The
dividend rate for any Dividend Period or part thereof determined as set forth in
this paragraph (c) is referred to herein as the "Applicable Rate" for such
Dividend Period or part thereof.

          (c)(i)(B) In the event a Rate Adjustment Event occurs on a Dividend
Payment Date and is not cured in accordance with the next succeeding sentence.
Auctions will be suspended until such time as set forth below, and the
Applicable Rate for each Dividend Period thereafter (until Auctions are
resumed), including the Dividend Period commencing on the date of such Rate
Adjustment Event, shall be equal to the Maximum Rate with respect to such
Dividend Period (but, for purposes of determining such Maximum Rate, with the
prevailing rating for the Series D Stock being deemed to be "Below ba3"/BB-" and
the first day of such Dividend Period being deemed to be the Auction Date) and
each such Dividend Period shall be a Short-Term Dividend Period. Any such Rate
Adjustment Event shall be deemed cured if by 12:00 noon, New York City time, on
the third Business Day next succeeding any such Rate Adjustment Event, the
Corporation shall have deposited with the Trust Company all accumulated and
unpaid dividends and any unpaid redemption payments, including the full amount
of any dividends to be paid with respect to the Dividend Period with respect to
which such Rate Adjustment Event occurred, plus an amount computed by
multiplying (i) 250% of the 60-Day "AA" Composite Commercial Paper Rate on the
date on which such Rate Adjustment Event occurred by (ii) a fraction, the
numerator of which shall be the number of days for which such Rate Adjustment
Event is not cured in accordance with this sentence (including the day such Rate
Adjustment Event occurs and excluding the day such Rate Adjustment Event is
cured) and the denominator of which shall be 360, and applying the rate obtained
against the aggregate amount not paid when due.

          9(c)(ii)   In the event a Rate Adjustment Event occurs during a Long-
Term Dividend Period, the Applicable Rate for such Dividend Period shall remain
unchanged, and an additional amount computed by multiplying (i) the Maximum Rate
with respect to such Dividend Period (but, for purposes of determining such
Maximum Rate, with the prevailing rating for the Series D Stock being deemed to
be "Below "ba3"/BB-" and the date of such Rate Adjustment Event being deemed to
be the Auction Date) by (ii) a fraction, the numerator of which shall be the
number of days for which such Rate Adjustment Event is not cured (including the
day such Rate Adjustment Event occurs and excluding the day such Rate Adjustment
Event is cured) and the denominator of which shall be 360, and applying the rate
obtained against accumulated dividends and redemption payments not paid when
due, shall accumulate as additional dividends on the shares of the Series D
Stock. In the event that such Rate Adjustment Event is not cured prior to the
next succeeding

                                     -36-


Auction Date for shares of the Series D Stock, Auctions for the Series D Stock
shall be suspended, the next succeeding Dividend Period shall be a Short-Term
Dividend Period and the Applicable Rate shall be equal to the Maximum Rate with
respect to such Dividend Period (but, for purposes of determining such Maximum
Rate, with the prevailing rating for the Series D Stock being deemed to be
"Below "ba3"/BB-" and the first day of such Dividend Period being deemed to be
the Auction Date). Thereafter until such Rate Adjustment Event shall have been
cured and full and cumulative dividends on the shares of the Series D Stock
shall have been paid in full or the Board of Directors of the Corporation shall
have declared a dividend in such amount and funds sufficient for the payment
thereof shall have been irrevocably deposited with the Paying Agent, each
subsequent Dividend Period and Applicable Rate for the Series D Stock will be
determined pursuant to the next preceding paragraph.

          (c)(iii)  If prior to an Auction Date for shares of the Series D
Stock, full and cumulative dividends shall have been paid in full or the Board
of Directors of the Corporation shall have declared a dividend in such amount
and funds sufficient for the payment thereof shall have been irrevocably
deposited with the Paying Agent, and any unpaid redemption payments shall have
been made, Auctions for the Series D Stock will resume.

          (c)(iv)   The amount of dividends per share accrued and payable on
shares of Series D Stock for each Dividend Period or Dividend Quarter shall be
computed by multiplying the Applicable Rate for such Dividend Period or Dividend
Quarter by a fraction, the numerator of which shall be the number of Dividend
Period Days in such Dividend Period or Dividend Quarter (calculated by counting
the first day of such Dividend Period or Dividend Quarter but excluding the last
day thereof), and the denominator of which shall be 360 and applying the rate
obtained against $100,000; and the amount of dividends per share accrued for any
part of any Dividend Period shall be computed by multiplying the Applicable Rate
for such Dividend Period by a fraction the numerator of which shall be the
number of days in such part of such Dividend Period (calculated by counting the
first day thereof but excluding the last day thereof) and the denominator of
which shall be 360 and applying the rate obtained against $100,000.

          (d)(i)    No full dividends shall be declared or paid or set apart
for payment on Preferred Stock of any series ranking, as to dividends, on a
parity with or junior to the Series D Stock for any period unless full
cumulative dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such payment
on the Series D Stock for all Dividend Periods terminating on or prior to the
date of payment of such full cumulative dividends. When dividends are not paid
in full, as aforesaid, upon the Series D Stock and any other Preferred Stock
ranking on a parity as to dividends with the Series D Stock, all dividends
declared upon the Series D Stock and any other Preferred Stock ranking on a
parity as to dividends with the Series D Stock shall be declared pro rata so
that the amount of dividends declared per share on the Series D Stock and such
other Preferred Stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series D Stock and such other Preferred Stock
bear to each other. Holders of Series D Stock shall not be entitled to any
dividend, whether payable in cash, property or stocks, in excess of the full
cumulative dividends, as herein provided, on the Series D Stock. No interest, or
sum of money in lieu of interest, shall be payable in respect of any dividend
payments on the Series D Stock which may be in arrears.

          (d)(ii)   So long as any shares of Series D Stock are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock-ranking
junior to Series D Stock as to

                                     -37-




dividends and upon liquidation and other than as provided in subparagraph (i) of
this paragraph (d)) shall be declared or paid or set aside for payment or other
distribution declared or made upon the Common Stock or upon any other stock
ranking junior to or on a parity with the Series D Stock as to dividends or upon
liquidation, nor shall any Common Stock or any other stock of the Corporation
ranking junior to or on a parity with the Series D Stock as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired for any consideration
(or any moneys paid to or made available for a sinking fund for the redemption
of any such stock) by the Corporation (except by conversion into or exchange for
stock of the Corporation ranking junior to the Series D Stock as to dividends
and upon liquidation) unless, in each case, the full cumulative dividends on all
outstanding shares of Series D Stock shall have been paid for all past Dividend
Periods.

          3.   Voting.

          (a)  Unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the consent of the holders of at least
66-2/3% of all of the shares of the Series D Stock and all other series of
Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation, at the time outstanding given in person or by
proxy either in writing or by a vote at a meeting called for the purpose at
which the holders of shares of Series D Stock and shares of Preferred Stock
ranking on a parity with the Series D Stock, either as to dividends or upon
liquidation, shall vote together as a separate class, shall be necessary for
authorizing, effecting or validating the amendment, alteration or repeal of any
of the provisions of this Restated Certificate of Incorporation or of any
certificate amendatory thereof or supplemental thereto (including any
Certificate of Designations or any similar document relating to the Series D
Stock or any series of Preferred Stock ranking on a parity with the Series D
Stock, either as to dividends or upon liquidation) which would adversely affect
the powers, preferences, rights or privileges of the Series D Stock or the
Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation; provided, however, that if any such amendment,
alteration or repeal would adversely affect the powers, preferences, rights or
privileges of the Series D Stock or one or more series of the Preferred Stock
or ranking on a parity with the Series D Stock, either as to dividends or upon
liquidation, but shall not so affect the entire class, then only the shares of
the one or more series so affected shall be considered to be a separate class
entitled to vote upon or consent to such amendment, alteration or repeal;

          (b)  Unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the consent of the holders of at least
66-2/3% of all of the shares of the Series D Stock and all other series of
Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation, at the time outstanding, given in person or by
proxy, either in writing or by a vote at a meeting called for the purpose at
which the holders of shares of the Series D Stock and such other series of
Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation, shall vote together as a single class without
regard to series, shall be necessary for authorizing, effecting or validating
the creation, authorization or issue of any class of stock of the Corporation
ranking prior to the shares of the Series D Stock and such other series of
Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation, as to dividends or upon liquidation, or the
reclassification of any authorized stock of the Corporation into any such prior
shares, or the creation, authorization or issue of any obligation or security
convertible into or evidencing the right to purchase any such prior shares; and

                                     -38-


          (c)  If at the time of any annual meeting of stockholders for the
election of directors a default in preference dividends on the Series D Stock or
the Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation, shall exist, the number of directors constituting
the Board of Directors shall be increased by two, and the holders of the Series
D Stock and the Preferred Stock of all series ranking on a parity with the
Series D Stock, either as to dividends or upon liquidation, shall have the right
at such meeting, voting together as a single class without regard to series, to
the exclusion of the holders of Common Stock, to elect two directors of the
Corporation to fill such newly created directorships. Such right shall continue
until there are no dividends in arrears upon the Series D Stock and the
Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation. Each director elected by the holders of shares of
Series D Stock and Preferred Stock ranking on a parity with the Series D Stock,
either as to dividends or upon liquidation, (herein called a "Preferred
Director") shall continue to serve as such director for the full term for which
he shall have been elected, notwithstanding that prior to the end of such term a
default in preference dividends shall cease to exist. Any Preferred Director may
be removed without cause by, and shall not be removed without cause except by,
the vote of the holders of record of the outstanding shares of Series D stock
and Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation, voting together as a single class without regard
to series, at a meeting of the stockholders, or of the holders of shares of
Series D Stock and Preferred Stock ranking on a parity with the Series D
Stock, either as to dividends or upon liquidation, called for that purpose. So
long as a default in preference dividends on the Series D Stock or the Preferred
Stock ranking on a parity with the Series D Stock, either as to dividends or
upon liquidation shall exist, (A) any vacancy in the office of a Preferred
Director may be filled (except as provided in the following clause (B)) by an
instrument in writing signed by the remaining Preferred Director and filed with
the Corporation and (B) in the case of the removal of any Preferred Director,
the vacancy may be filled by the vote of the holders of the outstanding shares
of Series D Stock and Preferred Stock ranking on a parity with the Series D
Stock, either as to dividends or upon liquidation, voting together as a single
class without regard to series, at the same meeting at which such removal shall
be voted. Each director appointed as aforesaid by the remaining Preferred
Director shall be deemed, for all purposes hereof, to be a Preferred Director.
Whenever the term of office of the Preferred Directors shall end and a default
in preference dividends shall no longer exist, the number of directors
constituting the Board of Directors shall be reduced by two. For the purposes
hereof, a "default in preference dividends" on the Series D Stock or the
Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation, shall be deemed to have occurred whenever the
amount of accrued dividends upon the Series D Stock or any series of the
Preferred Stock ranking on a parity with the Series D Stock, either as to
dividends or upon liquidation, shall be equivalent to six full quarterly
dividends (which, with respect to any Series D Stock providing for other than
quarterly dividend periods, shall be deemed to be dividends in respect of a
number of dividend periods containing not less than 540 days) or more, and,
having so occurred, such default shall be deemed to exist thereafter until, but
only until, all accrued dividends on all shares of Series D Stock and Preferred
Stock ranking on a parity with the Series D Stock, either as to dividends or
upon liquidation, of each and every series then outstanding shall have been paid
to the end of the last preceding dividend period.

          4.   Redemption.

          (a)(i) The Series D Stock may be redeemed, at the option of the
Corporation, as a whole or from time to time in part, (A) in the case of a
Short-Term Dividend Period, on the

                                     -39-


Dividend Payment Date for such period and (B) in the case of a Long-Term
Dividend Period, on such Dividend Payment Dates as may be established by the
Term Selection Agent as redemption dates, and on such other terms as may be
established by the Term Selection Agent, such dates and other terms have been
determined by the Term Selection Agent as the dates and terms which provide the
Corporation with the most favorable financing alternatives, such determination
to be based upon the factors listed in clauses (i)-(viii) of subparagraph 2(b)
(vii) hereof at a redemption price of $100,000 per shares plus an amount equal
to accrued and unpaid dividends thereon (whether or not earned or declared) to
the date fixed for redemption.

          (a)  (ii) If fewer than all of the outstanding shares of Series D
Stock are to be redeemed pursuant to subparagraph (i) of this paragraph (a), the
number of shares to be redeemed shall be determined by the Board of Directors,
and such shares shall be redeemed pro rata from the Holders in proportion to the
number of such shares held by such Holders (with adjustments to avoid redemption
of fractional shares).

          (b)  If the Corporation shall redeem shares of Series D Stock pursuant
to paragraph (a) of this Section 4, notice of such redemption shall be given by
mailing the same by first class mail, postage prepaid, not less than 30 nor more
than 45 days prior to the date fixed for redemption thereof, to each Holder of
the shares to be redeemed, at such Holder's address as the same appears on the
stock register of the Corporation. Such notice shall state: (i) the redemption
date; (ii) the number of shares of Series D Stock to be redeemed; (iii) the
redemption price plus the amount of accrued and unpaid dividends to the
redemption date; (iv) the place or places where certificates for such shares of
Series D Stock are to be surrendered for payment of the redemption price; and
(v) that dividends on the shares to be redeemed will cease to accrue on such
redemption date. If fewer than all shares held by any Holder are to be redeemed,
the notice mailed to such Holder shall also specify the number of shares to be
redeemed from such Holder.

          (c)  Notwithstanding the provisions of paragraph (a) of this Section
4, if any dividends on the Series D Stock are in arrears, no shares of Series D
Stock shall be redeemed unless all outstanding shares of Series D Stock are
simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire any shares of Series D Stock; provided, however, that the foregoing
shall not prevent the purchase or acquisition of shares of Series D Stock
pursuant to a purchase or exchange offer made on the same terms to Holders of
all outstanding shares of Series D Stock.

          (d)  If notice of redemption has been given under paragraph (b) of
this Section 4 or the Corporation has irrevocably authorized and directed the
Redemption Agent to begin promptly and complete such giving of notice, and the
Corporation has deposited in trust with the Redemption Agent funds necessary for
such redemption, from and after the later of the date of such notice or the date
such deposit is made, the shares of Series D Stock called for redemption shall
no longer be deemed to be outstanding, and all rights of the Holders thereof as
stockholders of the Corporation (except the right to receive the redemption
price plus an amount equal to the accrued and unpaid dividends thereon to the
date fixed for redemption) shall cease. Upon surrender in accordance with said
notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors shall so require and the notice
shall so state), the redemption price set forth above plus an amount equal to
such accrued and unpaid dividends shall be paid by the Redemption Agent to the
Holders of the shares of Series D Stock subject to redemption as set forth in
paragraph (c) of this Section 4. In case fewer than all of the

                                     -40-


shares represented by any such certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares without cost to the Holder thereof.

          (e)  As long as the Applicable Rate is based on the results of an
Auction, on the Business Day immediately preceding the date fixed for
redemption, the Corporation shall pay the applicable Redemption Deposit Amount
(as defined in Section 9 of this Part I) to the Redemption Agent, in funds
available on the redemption date for disbursement to Holders as appropriate. All
such moneys shall be held in trust by the Redemption Agent for the benefit of
Holders of shares so to be redeemed.

          5.  Liquidation Rights.

          (a) Upon the dissolution, liquidation or winding up of the
Corporation, the Holders of the Series D Stock shall be entitled to receive out
of the assets of the Corporation available for distribution to stockholders,
before any payment or distribution shall be made on the Common Stock or on any
other class of stock ranking junior to the Series D Stock upon liquidation, the
amount of $100,000 per share, plus a sum equal to all dividends (whether or not
earned or declared) on such shares accrued and unpaid thereon to the date of the
final distribution.

          (b)  Neither the sale of all or substantially all the property or
business of the Corporation, nor the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Section 5.

          (c)  After the payment to the holders of the Series D Stock of the
full preferential amounts provided for in this Section 5, the holders of Series
D Stock as such shall have no right or claim to any of the remaining assets of
the Corporation.

          (d)  In the event the assets of the Corporation available for
distribution to the holders of Series D Stock upon any dissolution, liquidation
or winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to paragraph (a) of this Section 5, no such distribution shall be made
on account of any shares of any other class or series of Preferred Stock ranking
on a parity with the Series D Stock upon such dissolution, liquidation or
winding up unless proportionate distributive amounts shall be paid on account
of the Series D Stock, ratably, in proportion to the full distributable amounts
for which holders of all such parity shares are respectively entitled upon such
dissolution, liquidation or winding up.

          (e)  Upon the dissolution, liquidation or winding up of the
Corporation, the holders of shares of Series D Stock then outstanding shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders all amounts to which such holders are entitled
pursuant to paragraph (a) of this Section 5 before any payment shall be made to
the holders of any class or series of capital stock of the Corporation ranking
junior upon liquidation to the Series D Stock.

          6.  Sinking or Retirement Fund.

                                     -41-


          The Series D Stock shall not be entitled to the benefit of a sinking
or retirement fund to be applied to the purchase or redemption of such stock.

          7.  Rank.

          For purposes of this paragraph 6(c) of Article Fourth, any stock of
any class or classes of the Corporation shall be deemed to rank:

          (a) prior to the Series D Stock, either as to dividends or upon
liquidation, if the holders of such class or classes shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may be, in preference or priority
to the holders of Series D Stock;

          (b) on a parity with the Series D Stock, either as to dividends or
upon liquidation, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share or sinking fund provisions, if any,
are different from those of the Series D Stock, or if the holders of such stock
shall be entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in proportion to their respective dividend rates or liquidation prices, without
preference or priority, one over the other, as between the holders of such stock
and the holders of Series D Stock; and

          (c) junior to the Series D Stock, either as to dividends or upon
liquidation, if such class shall be Common Stock or if the holders of Series D
Stock shall be entitled to receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in preference or priority to the holders of shares of such class or classes.

          8.  Additional Agreements.

          (a) Term Selection Agent.  The Corporation shall use its best efforts
to maintain a Term Selection Agent with respect to the Series D Stock to act in
accordance with the provisions set forth herein.

          (b) Trust Company.  The Corporation shall use its best efforts to
maintain a Trust Company with respect to the Series D Stock to act in accordance
with the provisions set forth herein.

          9.  As used in Parts I and II of this paragraph 6(c) of Article
Fourth, the following terms shall have the following meanings (with terms
defined in the singular having comparable meanings when used in the plural and
vice versa), unless the context otherwise requires:

          (a) "60-day 'AA' Composite Commercial Paper Rate," on any date,
     shall mean (i) the interest equivalent of the 60-day rate on
     commercial paper placed on behalf of issuers whose corporate bonds are
     rated "AA" by Standard & Poor's or its successor, or the equivalent of
     such rating by another rating agency, as such 60-day rate is made
     available on a discount basis or otherwise by the Federal Reserve Bank
     of New York for the immediately preceding Business Day prior to such
     date; or (ii) in the event that the Federal Reserve Bank of New York
     does not make available

                                     -42-


     such a rate, then the arithmetic average of the interest equivalent of the
     60-day rate on commercial paper placed on behalf of such issuers, as quoted
     on a discount basis or otherwise by the Commercial Paper Dealers to the
     Trust Company for the close of business on the immediately preceding
     Business Day prior to such date. If any Commercial Paper Dealer does not
     quote a rate required to determine the 60-day "AA" Composite Commercial
     Paper Rate, the 60-day "AA" Composite Commercial Paper Rate shall be
     determined on the basis of the quotation or quotations furnished by the
     remaining Commercial Paper Dealer or Commercial Paper Dealers and any
     Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers
     selected by the Corporation to provide such rate or rates not being
     supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the
     case may be, or, if the Corporation does not select any such Substitute
     Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the
     remaining Commercial Paper Dealer or Commercial Paper Dealers. If the Board
     of Directors shall adjust the number of Dividend Period Days pursuant to
     the second sentence of subparagraph (b)(iv) of Section 2 of this Part I,
     then (i) if the Dividend Period Days shall be 70 or more days but fewer
     than 85 days, such rate shall be the arithmetic average of the interest
     equivalent of the 60-day and 90-day rates on such commercial Paper, and
     (ii) if the Dividend Period Days shall be 85 or more days but 98 or fewer
     days, such rate shall be the interest equivalent of the 90-day rate on such
     commercial paper. For purposes of this definition, the "interest
     equivalent" of a rate stated on a discount basis (a "discount rate") for
     commercial paper maturing in a given number of days shall be equal to the
     quotient (rounded to the nearest one-thousandth (.001) of 1%) of (A) the
     discount rate divided by (B) the difference between (x) 1.00 and (y) a
     fraction the numerator of which shall be the product of the discount rate
     times the number of days in which such commercial paper matures and the
     denominator of which shall be 360.

          (b) "Applicable 'AA' Composite Commercial Paper Rate" for any Long-
     Term Dividend Period on any date, shall mean (A) in the case of any Long-
     Term Dividend Period of less than 70 Dividend Period Days, the interest
     equivalent of the 60-day rate, (B) in the case of any Long-Term Dividend
     Period of 70 Dividend Period Days or more but less than 85 Dividend Period
     Days, the arithmetic average of the interest equivalent of the 60-day and
     90-day rates, (C) in the case of any Long-Term Dividend Period of 85
     Dividend Period Days or more but less than 120 Dividend Period Days, the
     interest equivalent of the 90-day rate, (D) in the case of any Long-Term
     Dividend Period of 120 Dividend Period Days or more but less than 148
     Dividend Period Days, the arithmetic average of the interest equivalent of
     the 90-day and 180-day rates, (E) in the case of any Long-Term Dividend
     Period of 148 Dividend Period Days or more but less than 210 Dividend
     Period Days, the interest equivalent of the 180-day rate, (F) in the case
     of any Long-Term Dividend Period of 210 Dividend Period Days or more but
     less than 238 Dividend Period Days, the arithmetic average of the interest
     equivalent of the 180-day and 270-day rates and (G) in the case of any
     Long-Term Dividend Period of 238 or more Dividend Period Days, the
     interest equivalent of the 270-day rate, on commercial paper placed on
     behalf of issuers whose corporate bonds are rated "AA" by Standard &
     Poor's or its successor, or the equivalent of such rating by another rating
     agency as made available on a discount basis or otherwise by the Federal
     Reserve Bank of New York

                                     -43-


     for the Business Day immediately preceding such date or in the event that
     the Federal Reserve Bank of New York does not make available any such rate,
     then the arithmetic average of such rates, as quoted on a discount basis or
     otherwise, by the Commercial Paper Dealers, to the Trust Company for the
     close of business on the Business Day next preceding such date. If any
     Commercial Paper Dealer does not quote a rate required to determine the
     "AA" Composite Commercial Paper Rate, the "AA" Composite Commercial Paper
     Rate shall be determined on the basis of the quotation or quotations
     furnished by the remaining Commercial Paper Dealer or Commercial Paper
     Dealers and any Substitute Commercial Paper Dealer or Substitute Commercial
     Paper Dealers selected by the Corporation to provide such rate or rates not
     being supplied by any Commercial Paper Dealer or Commercial Paper Dealers,
     as the case may be, or, if the Corporation does not select any such
     Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers,
     by the remaining Commercial Paper Dealer or Commercial Paper Dealers. For
     purposes of this definition, the "interest equivalent" means the equivalent
     yield on a 360-day basis of a discount-basis security to an interest-
     bearing security.

          (c) "Applicable Rate" shall mean the rate per annum at which dividends
     are payable for any Dividend Period established pursuant to clause
     (c)(i)(A) of Section 2 of this Part I.

          (d) "Applicable Treasury Rate" on any date, which respect to the
     Series D Stock with a Long-Term Dividend Period of one year or more, shall
     mean the interest equivalent of the rate for direct obligations of the
     United States Treasury having an original maturity which is equal to, or
     next lower than, the length of such Long-Term Dividend Period, as published
     weekly by the Federal Reserve Board in "Federal Reserve Statistical Release
     H.15 (519)--Selected Interest Rates," or any successor publication by the
     Federal Reserve Board within five Business days preceding such date. In the
     event that the Federal Reserve Board does not publish such weekly per annum
     interest rate, or if such release is not yet available, the applicable
     Treasury Rate will be the arithmetic average of the secondary market bid
     rates as of approximately 3:30 p.m., New York City time, on the Business
     Day next preceding such date of the U.S. Government Securities Dealers
     obtained by the Trust Company (in the case of a determination of the
     Applicable Treasury Rate on any Auction Date) or the Corporation (in the
     case of a determination of such rate on any other day) for the issue of
     direct obligations of the United States Treasury, in an aggregate principal
     amount of at least $1,000,000, with a remaining maturity equal to, or next
     lower than, the number of Dividend Period Days in such Long-Term Dividend
     Period. If any U.S. Government Securities Dealer does not quote a rate
     required to determine the Applicable Treasury Rate, the Applicable Treasury
     Rate shall be determined on the basis of the quotation or quotations
     furnished by the remaining U.S. Government Securities Dealer or Dealers or
     any Substitute U.S. Government Securities Dealer or Dealers selected by the
     Corporation to provide such rate or rates not being supplied by any U.S.
     Government Securities Dealer or Dealers, as the case may be, or, if the
     Corporation does not select any such Substitute U.S. Government Securities
     Dealer or Dealers, by the remaining U.S. Government Securities Dealer or
     Dealers: provided that, in the event the Corporation is unable to cause
     such quotations to be furnished to the Trust

                                     -44-


     Company (or, if applicable, to the Corporation) by such sources, the
     Corporation may cause such rates to be furnished to the Trust Company (or,
     if applicable, to the Corporation) by such alternative source as the
     Corporation in good faith deems to be reliable. For purposes of this
     definition, the "interest equivalent" of a rate stated on a discount basis
     shall be equal to the quotient of (A) the discount rate divided by (B) the
     difference between 1.00 and the discount rate.

          (e) "Auction" shall mean each periodic implementation of the Auction
     procedures.

          (f) "Auction Date" shall mean the Business Day next preceding the
     first day of each Dividend Period after the Initial Dividend Period.

          (g) "Auction Procedures" shall mean the procedures for conducting
     Auctions set forth in Part II hereof.

          (h) "Board of Directors" shall mean the Board of Directors of the
     Corporation or (except in the context of the voting rights provisions
     relating to the Series D Stock as provided for in Section 3 of this Part I)
     a duly authorized committee thereof.

          (i) "Business Day" shall mean a day on which the New York Stock
     Exchange, Inc. is open for trading and on which banks in neither The City
     of New York, New York, nor Chicago, Illinois, are authorized by law to
     close.

          (j) "Code" shall mean the Internal Revenue Code of 1986.

          (k) "Commercial Paper Dealers" shall mean Goldman, Sachs & Co.,
     Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc.
     and Shearson Lehman Hutton Inc. or, in lieu of any thereof, their
     respective affiliates or successors.

          (l) "Common Stock" shall mean all shares now or hereafter issued of
     any class of common stock of the Corporation presently authorized and any
     other shares of stock into which such stock may hereinafter be changed from
     time to time.

          (m) "Date of Original Issue" shall mean the date on which the
     Corporation originally issues shares of Series D Stock.

          (n) "Dividend Payment Date" shall have the meaning specified in
     subparagraph (b)(v) of Section 2 of this Part I.

          (o) "Dividend Period" and "Dividend Periods" shall have the meaning
     specified in subparagraph (b)(vi) of Section 2 of this Part I.

          (p) "Dividend Period Days" shall mean the number of days, without
     giving effect to clauses A and B of subparagraph 2(b)(iii), between
     successive Dividend

                                     -45-


     Payment Dates, and shall be calculated by including the first Dividend
     Payment Date and excluding the last Dividend Payment Date.

          (q) "Dividend Quarter" shall have the meaning specified in
     subparagraph (b)(v) of Section 2 of this Part I.

          (r) "Holder" shall mean a holder of shares of Series D Stock as such
     holder's name appears on the stock register of the Corporation.

          (s) "Initial Dividend Payment Date" shall have the meaning specified
     in subparagraph (b)(v) of Section 2 of this Part I.

          (t) "Initial Dividend Period" shall have the meaning specified in
     subparagraph (b)(vi) of Section 2 of this Part I.

          (u) "Long-Term Dividend Period" shall have the meaning specified in
     subparagraph (b)(vi) of Section 2 of this Part I.

          (v) "Maximum Rate," with respect to a Short-Term Dividend Period, on
     any Auction Date will be the rate obtained by multiplying the 60-day "AA"
     Composite Commercial Paper Rate on such Auction Date, and with respect to a
     Long-Term Dividend Period, the Maximum Rate on any Auction Date will be the
     rate obtained by multiplying the Reference Rate on such Auction Date, by a
     percentage determined as set forth below based on the credit ratings
     assigned to the Series D Stock by Moody's and Standard & Poor's (or by one
     of them and a Substitute Rating Agency if Moody's or Standard & Poor's
     shall not make such rating available, or by two Substitute Rating Agencies
     if neither Moody's nor Standard & Poor's shall make such rating available;
     in the event that only one such rating shall be available, the percentage
     will be based on such rating).



          Credit Rating
- -----------------------------------------         Applicable Percentage of
                                                  60-day "AA" Composite
     Moody's          Standard & Poor's           Commercial Paper Rate
                                                    or Reference Rate
- -----------------------------------------        --------------------------
                                           
  "aa3" or Above      AA- or Above                       110%
  "a3" to "al"        A- to A+                           125%
  "baa3" to "baal"    BBB- to BBB+                       150%
  "ba3" to "bal"      BB- to BB+                         200%
  Below "ba3"         Below BB-                          250%


          If the ratings are split between two of the foregoing categories, the
lower rating will determine the prevailing rating.

          The Corporation shall take all reasonable action necessary to enable
Moody's and Standard & Poor's to provide a rating for the Series D Stock. If
either Moody's or Standard & Poor's shall not make such rating available or
neither Moody's nor Standard & Poor's shall make

                                     -46-


such a rating available, Goldman, Sachs & Co. or its affiliates and successors,
after consultation with the Corporation, shall select a Substitute Rating Agency
or two Substitute Rating Agencies, as the case may be.

          (w)  "Minimum Holding Period" shall have the meaning specified in
     subparagraph (b)(iv) of Section 2 of this Part I.

          (x)  "Moody's" shall mean Moody's Investors Service, Inc., or its
     successor, so long as such agency (or successor) is in the business of
     rating securities of the type of the Series D Stock and, if such agency is
     not in such business, then a Substitute Rating Agency.

          (y)  "Non-Auction Rate" shall have the meaning specified in clause
     (c)(i)(A) of Section 2 of this Part I.

          (z)  "Notice of Long-Term Dividend Period" shall have the meaning
     specified in subparagraph (b)(vii) of Section 2 of this Part I.

          (aa) "Notice of Revocation" shall have the meaning specified in
     subparagraph (b)(vii) of Section 2 of this Part I.

          (bb) "Notice of Removal" shall have the meaning specified in
     subparagraph (b)(vii) of Section 2 of this Part I.

          (cc) "Outstanding" shall mean, as of any date, shares of Series D
     Stock theretofore issued by the Corporation except, without duplication,
     (i) any shares of Series D Stock theretofore canceled or delivered to the
     Trust Company for cancellation or redeemed by the Corporation or as to
     which the Corporation shall have published a notice of redemption or
     irrevocably authorized and directed the Redemption Agent to begin and
     promptly complete such publication of notice, and deposited in trust with
     the Redemption Agent funds necessary for such redemption in accordance with
     this Restated Certificate of Incorporation, (ii) any shares of Series D
     Stock as to which the Corporation or any Affiliate thereof (other than a
     Broker-Dealer affiliate) shall be an Existing Holder and (iii) any shares
     of Series D Stock represented by any certificate in lieu of which a new
     certificate has been executed and delivered by the Corporation.

          (dd) "Paying Agent" shall mean a bank or trust company appointed as
     such by a resolution of the Board of Directors.

          (ee) "Preferred Director" shall have the meaning specified in
     paragraph (c) of Section 3 of this Part I.

          (ff) "Rate Adjustment Event" shall mean any failure by the Corporation
     to pay (i) to the Paying Agent funds available on any Dividend Payment Date
     in the full amount of any dividend (whether or not earned or declared) to
     be paid on such Dividend Payment Date on any share of Series D Stock or
     (ii) to the Redemption Agent funds available on any redemption date in the
     full amount of the redemption

                                     -47-


     price to be paid on such redemption date, plus an amount equal to the
     accrued and unpaid dividends thereon (whether or not earned or declared) to
     such redemption date, of any share of Series D Stock after a notice of
     redemption has been given.

          (gg) "Redemption Agent" shall mean a bank or trust company appointed
     as such by a resolution of the Board of Directors.

          (hh) "Redemption Deposit Amount" shall mean the product of (i) the
     number of outstanding shares of Series D Stock to be redeemed times (ii) an
     amount equal to the applicable redemption price plus an amount equal to
     accrued and unpaid dividends (whether or not earned or declared) to the
     date fixed for redemption.

          (ii) "Reference Rate" shall, mean for Long-Term Dividend Periods (i)
     from 50 days to 270 days, the Applicable "AA" Composite Commercial Paper
     Rate, (ii) from 270 days to one year, the higher of the 270-day Applicable
     "AA" Composite Commercial Paper Rate and the one-year Applicable Treasury
     Rate and (iii) from one year to 10 years, the Applicable Treasury Rate.

          (jj) "Securities Depository" shall mean The Depository Trust Company
     and its successors and assigns or any other securities depository selected
     by the Corporation which agrees to follow the procedures required to be
     followed by such securities depository in connection with shares of Series
     D Stock.

          (kk) "Short-Term Dividend Period" shall have the meaning specified in
     subparagraph (b)(vi) of Section 2 of this Part I.

          (ll) "Standard & Poor's" shall mean Standard & Poor's Corporation, or
     its successor, so long as such agency (or successor) is in the business of
     rating securities of the type of the Series D Stock and, if such agency is
     not in such business, then a Substitute Rating Agency.

          (mm) "Subsequent Dividend Period" and "Subsequent Dividend Periods"
     shall have the respective meanings specified in clause (c)(i)(A) of Section
     2 of this Part I.

          (nn) "Substitute Commercial Paper Dealer" shall mean The First Boston
     Corporation or Morgan Stanley & Co. Incorporated, or their respective
     affiliates or successors; provided that neither such dealer nor any of its
     affiliates shall be a Commercial Paper Dealer.

          (oo) "Substitute Rating Agency" shall mean a nationally recognized
     statistical rating organization (as that term is used in the rules and
     regulations of the Securities Exchange Act of 1934) selected by Goldman,
     Sachs & Co., or its successors or affiliates, after consultation with the
     Corporation.

                                     -48-




          (pp) "Substitute U.S. Government Securities Dealer" shall mean
     Morgan Stanley & Co. Incorporated or Salomon Brothers Inc., or their
     respective affiliates or successors.

          (qq) "Sufficient Clearing Bids" shall have the meaning specified
     in paragraph (a) of Section 4 of Part II hereof.

          (rr) "Term Selection Agent" shall mean Goldman, Sachs & Co.,
     unless or until another investment banking firm has been appointed as
     such by a resolution of the Board of Directors of the Corporation.

          (ss) "Trust Company" shall mean a bank or trust company appointed
     as such by a resolution of the Board of Directors.

          (tt) "U.S. Government Securities Dealer" shall mean Goldman,
     Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
     The First Boston Corporation or, in lieu of any thereof, their
     respective affiliates or successors.

                                    PART II

          1.   Certain Definitions.

          Capitalized terms not defined in the Section 1 shall have the
respective meanings specified in Part I of this paragraph 6(c) of Article
Fourth. As used in this Part II, the following terms shall have the following
meanings, unless the context otherwise requires:

          (a)  "Affiliate" shall mean any Person known to the Trust Company
     to be controlled by, in control of or under common control with the
     Corporation.

          (b)  "Agent Member" shall mean the member of the Securities
     Depository that will act on behalf of a Bidder and is identified as
     such in such Bidder's Purchaser's Letter.

          (c)  "Available Series D Stock" shall have the meaning specified
     in paragraph (a) of Section 4 of this Part II.

          (d)  "Bid" and "Bids" shall have the respective meanings specified
     in paragraph (a) of Section 2 of this Part II.

          (e)  "Bidder" and Bidders" shall have the respective meanings
     specified in paragraph (a) of Section 2 of this Part II.

          (f)  "Broker-Dealer" shall mean any broker-dealer, or other
     entity permitted by law to perform the function required of a
     broker-dealer in this Part II, that is a member of, or a participant
     in, the Securities Depository, and that has been selected

                                   -49-



     by the Corporation and has entered into a Broker-Dealer Agreement with
     the Trust Company that remains effective.

          (g)  "Broker-Dealer Agreement" shall mean an agreement between
     the Trust Company and a Broker-Dealer pursuant to which such
     Broker-Dealer agrees to follow the procedures specified in this Part
     II.

          (h)  "Existing Holder," when used with respect to shares of
     Series D Stock, shall mean a Person who signed a Purchaser's Letter
     and is listed as the beneficial owner of such shares of Series D Stock
     in the records of the Trust Company.

          (i)  "Hold Order" and "Hold Orders" shall have the respective
     meanings specified in paragraph (a) of Section 2 of this Part II.

          (j)  "Order" and "Orders" shall have the respective meanings
     specified in paragraph (a) of Section 2 of this Part II.

          (k)  "Person" shall mean and include an individual, a
     partnership, a corporation, a trust, an incorporated association, a
     joint venture or other entity or a government or any agency or
     political subdivision thereof.

          (l)  "Potential Holder" shall mean any Person, including any
     Existing Holder, (i) who shall have executed a Purchaser's Letter and
     (ii) who may be interested in acquiring shares of Series D Stock (or,
     in the case of an Existing Holder, additional shares of Series D
     Stock).

          (m)  "Purchaser's Letter" shall mean a Master Purchaser's Letter,
     the form of which is attached hereto, addressed to the Corporation,
     the Trust Company and an Agent Member in which a Person agrees, among
     other things, to offer to purchase, to offer to sell and/or to sell
     shares of Series D Stock as set forth in this Part II, or a similar
     letter containing substantially the same information and
     representations, or such other letter as the Board of Directors shall
     approve.

          (n)  "Sell Order" and "Sell Orders" shall have the respective
     meanings specified in paragraph (a) of Section 2 of this Part II.

          (o)  "Submission Deadline" shall mean 12:30 P.M., New York City
     time, on any Auction Date or such other time on any Auction Date by
     which Broker-Dealers are required to submit Orders to the Trust
     Company as specified by the Trust Company from time to time.

          (p)  "Submitted Bid" and "Submitted Bids" shall have the respective
     meanings specified in paragraph (a) of Section 4 of this Part II.

          (q)  "Submitted Hold Order" and "Submitted Hold Orders" shall
     have the respective meanings specified in paragraph (a) of Section 4
     of this Part II.

                                   -50-



          (r)  "Submitted Order" and "Submitted Orders" shall have the
     respective meanings specified in paragraph (a) of Section 4 of
     this Part II.

          (s)  "Submitted Sell Order" and "Submitted Sell Orders"
     shall have the respective meanings specified in paragraph (a) of
     Section 4 of this Part II.

          (t) "Winning Bid Rate" shall have the meaning specified in
     paragraph (a) of Section 4 of this Part II.

          2.   Orders by Existing Holders and Potential Holders.

          (a) On or prior to the Submission Deadline on each Auction Date:

               (i)  each Existing Holder may submit to a Broker-Dealer
          information as to:

                         (A)  the number of Outstanding shares,
               if any, of Series D Stock held by such Existing
               Holder which such Existing Holder desires to
               continue to hold without regard to the Applicable
               Rate for the next succeeding Dividend Period;

                         (B)  the number of Outstanding shares,
               if any, of Series D Stock that such Existing
               Holder desires to continue to hold if the
               Applicable Rate for the next succeeding Dividend
               Period shall not be less than the rate per annum
               specified by such Existing Holder; and/or

                         (C)  the number of Outstanding shares,
               if any, of Series D Stock held by such Existing
               Holder which such Existing Holder offers to sell
               without regard to the Applicable Rate for the next
               succeeding Dividend Period; and

               (ii) one or more Broker-Dealers, using lists of Potential
          Holders, shall in good faith for the purpose of conducting a
          competitive Auction in a commercially reasonable manner, contact
          Potential Holders, including Persons that are not Existing
          Holders, on such lists to determine the number of shares, if any,
          of Series D Stock which each such Potential Holder offers to
          purchase, provided that the Applicable Rate for the next
          succeeding Dividend Period shall not be less than the rate per
          annum specified by such Potential Holder.

          For the purposes hereof, the communication to a Broker-Dealer of
information referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this
paragraph (a) is hereinafter referred to as an "Order" and collectively as
"Orders" and each Existing Holder and each Potential Holder placing

                                     -51-


an Order is hereinafter referred to as a "Bidder" and collectively as "Bidders";
an Order containing the information referred to in clause (i)(A) of this
paragraph (a) is hereinafter referred to as a "Hold Order" and collectively as
"Hold Orders"; an Order containing the information referred to in clause
(i)(B) or (ii) of this paragraph (a) is hereinafter referred to as a "Bid" and
collectively as "Bids"; and an Order containing the information referred to in
clause (i)(C) of this paragraph (a) is hereinafter referred to as a "Sell Order"
and collectively as "Sell Orders."

          (b)(i)    A Bid by an Existing Holder shall constitute an irrevocable
     offer to sell:

                         (A)  the number of Outstanding shares of
                    Series D Stock specified in such Bid if the
                    Applicable Rate determined on such Auction
                    Date shall be less than such specified rate;
                    or

                         (B)  such number or a lesser number of
                    Outstanding shares of Series D Stock to be
                    determined as set forth in subparagraph
                    (a)(iv) of Section 5 of this Part II if the
                    Applicable Rate determined on such Auction
                    Date shall be equal to such specified rate;
                    or

                         (C)  a lesser number of Outstanding
                    shares of Series D Stock to be determined as
                    set forth in subparagraph (b)(iii) of Section
                    5 of this Part II if such specified rate
                    shall be higher than the Maximum Rate and
                    Sufficient Clearing Bids do not exist.

          (b)(ii)   A Sell Order by an Existing Holder shall constitute an
     irrevocable offer to sell:

                         (A)  the number of Outstanding shares of
                    Series D Stock specified in such Sell Order;
                    or

                         (B)  such number or a lesser number of
                    Outstanding shares of Series D Stock as set
                    forth in subparagraph (b)(iii) of Section 5
                    of this Part II if Sufficient Clearing Bids
                    do not exist.

          (b)(iii)  A Bid by a Potential Holder shall constitute an irrevocable
     offer to purchase:

                         (A)  the number of Outstanding shares of
                    Series D Stock specified in such Bid if the
                    Applicable Rate determined on such Auction
                    Date shall be higher than such specified
                    rate; or

                                     -52-



                    (B)  such number or a lesser number
               of Outstanding shares of Series D Stock
               as set forth in subparagraph (a)(v) of
               Section 5 of this Part II if the
               Applicable Rate determined on such Auction
               Date shall be equal to such specified rate.

     3.   Submission of Orders by Broker-Dealers to Trust Company.

     (a)  Each Broker-Dealer shall submit in writing to the Trust Company prior
to the Submission Deadline on each Auction Date all Orders obtained by such
Broker-Dealer and specifying with respect to each Order:

               (i)   the name of the Bidder placing such Order;

               (ii)  the aggregate number of shares of Series D Stock that are
     the subject of such Order;

               (iii) to the extent that such Bidder is an Existing Holder:

                    (A)  the number of shares, if any, of Series
               D Stock subject to any Hold Order placed by such
               Existing Holder;

                    (B)  the number of shares, if any, of Series D
               Stock subject to any Bid placed by such Existing
               Holder and the rate specified in such Bid; and

                    (C)  the number of shares, if any, of Series D
               Stock subject to any Sell Order placed by such
               Existing Holder; and

               (iv)  to the extent such Bidder is a Potential Holder, the rate
     specified in such Potential Holder's Bid.

     (b)  If any rate specified in any Bid contains more than three figures to
the right of the decimal point, the Trust Company shall round such rate up to
the next highest one thousandth (.001) of 1%.

     (c)  If an Order or Orders covering all of the outstanding shares of Series
D Stock held by any Existing Holder is not submitted to the Trust Company prior
to the Submission Deadline, the Trust Company shall deem a Hold Order to have
been submitted on behalf of such Existing Holder covering the number of
Outstanding shares of Series D Stock held by such Existing Holder and not
subject to Orders submitted to the Trust Company.

     (d)  If one or more Orders covering in the aggregate more than the number
of Outstanding shares of Series D Stock held by any Existing Holder are
submitted

                                     -53-





























to the Trust Company, such Orders shall be considered valid as follows and in
the following order of priority:

          (i)   all Hold Orders shall be considered valid, but only up to and
     including in the aggregate the number of shares of Series D Stock held by
     such Existing Holder, and, solely for purposes of allocating compensation
     among the Broker-Dealers submitting Hold Orders, if the number of shares
     of Series D Stock held by such Existing Holder is less than the aggregate
     number of shares that are the subject of such Existing Holder's Hold
     Orders, the number of shares subject to each Hold Order shall be reduced
     pro rata to cover the number of shares of Series D Stock held by such
     Existing Holder;

          (ii)(A) any Bid shall be considered valid up to and including the
     excess of the number of outstanding shares of Series D Stock held by such
     Existing Holder over the number of shares of Series D Stock subject to any
     Hold Order referred to in subparagraph (i) above;

          (ii)(B) subject to clause (A), if more than one Bid with the same rate
     is submitted on behalf of such Existing Holder and the number of shares of
     Series D Stock subject to such Bids is greater than such excess, such Bids
     shall be considered valid up to the amount of such excess, and, solely for
     purposes of allocating compensation among the Broker-Dealers submitting
     Bids with the same rate, the number of shares of Series D Stock subject to
     each Bid with the same rate shall be reduced pro rata to cover the number
     of shares of Series D Stock equal to such excess;

          (ii)(C) subject to clause (A), if more than one Bid with different
     rates is submitted on behalf of such Existing Holder, such Bids shall be
     considered valid in the ascending order of their respective rates up to the
     amount of such excess; and

          (ii)(D) in any such event the number, if any, of such shares subject
     to Bids not valid under this subparagraph (ii) shall be treated as the
     subject of a Bid by a Potential Holder; and

          (iii) all Sell Orders shall be considered valid but only up to and
     including in the aggregate the excess of the number of Outstanding shares
     of Series D Stock held by such Existing Holder over the sum of the shares
     of Series D Stock subject to Hold Orders referred to in subparagraph (i)
     and valid Bids by Existing Holders referred to in subparagraph (ii) above.

     (e)  If more than one Bid is submitted on behalf of any Potential Holder,
each Bid submitted shall be a separate Bid with the rate therein specified.

                                     -54-



     4.  Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate.

     (a)  Not earlier than the Submission Deadline on each Auction Date, the
Trust Company shall assemble all Orders submitted or deemed submitted to it by
the Broker-Dealers (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as
a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted
Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders"
and shall determine:

             (i)  the excess of the total number of Series D Stock over the
     number of Outstanding shares of Series D Stock that are the subject of
     Submitted Hold Orders (such excess being hereinafter referred to as the
     "Available Series D Stock");

            (ii)  from the Submitted Orders whether:

                    (A)  the number of Outstanding shares of Series D Stock that
            are the subject of Submitted Bids by Potential Holders specifying
            one or more rates equal to or lower than the Maximum Rate exceeds or
            is equal to the sum of:

                           (I) the number of Outstanding shares of Series D
                    Stock that are the subject of Submitted Bids by Existing
                    Holders specifying one or more rates higher than the Maximum
                    Rate, and

                          (II) the number of Outstanding shares of Series D
                    Stock that are subject to Submitted Sell Orders (in the
                    event of such excess or such equality (other than because
                    the sum of the number of shares of Series D Stock in clauses
                    (I) and (II) above is zero because all of the outstanding
                    shares of Series D Stock are the subject of Submitted Hold
                    Orders), such Submitted Bids in clause (A) above being
                    hereinafter referred to collectively as "Sufficient Clearing
                    Bids"); and

           (iii)  if Sufficient Clearing Bids exist, the lowest rate specified
     in the Submitted Bids (the "Winning Bid Rate") which if:

                    (A)(I)  each Submitted Bid from Existing Holders specifying
           such lowest rate and (II) all other Submitted Bids from Existing
           Holders specifying lower rates were accepted, thus entitling such
           Existing Holders to continue to hold the shares of Series D

                                     -55-






           Stock that are the subject of such Submitted Bids; and

                    (B)(I) each Submitted Bid from Potential Holders
           specifying such lowest rate and (II) all other Submitted
           Bids from Potential Holders specifying lower rates were
           accepted, thus entitling the Potential Holders to purchase
           the shares of Series D Stock that are the subject of those
           Submitted Bids, would result in such Existing Holders
           described in clause (A) continuing to hold an aggregate
           number of Outstanding shares of Series D Stock which, when
           added to the number of Outstanding shares of Series D Stock
           to be purchased by such Potential Holders described in
           clause (B), would equal not less than the Available Series
           D Stock.

     (b) Promptly after the Trust Company has made the determinations pursuant
to paragraph (a) of this Section 4, the Trust Company shall advise the
Corporation of the Maximum Rate and, based on such determinations, the
Applicable Rate for the next succeeding Dividend Period as follows:

               (i)  if Sufficient Clearing Bids exist, that the
     Applicable Rate for the next succeeding Dividend Period shall be
     equal to the Winning Bid Rate so determined;

               (ii)  if Sufficient Clearing Bids do not exist (other than
     because all of the Outstanding shares of Series D Stock are the
     subject of Submitted Hold Orders), then (a) if the Term Selection
     Agent has not given a Notice of Long-Term Dividend Period with
     respect to the next succeeding Dividend Period or has given a
     Notice of Revocation with respect thereto or such Notice of Long-
     Term Dividend Period shall be deemed to have been revoked, the
     Applicable Rate for such next succeeding Dividend Period shall be
     the Maximum Rate on the Auction Date for a Short-Term Dividend
     Period and (b) if the Term Selection Agent has given a Notice of
     Long-Term Dividend Period with respect to the next succeeding
     Dividend Period and has not given a Notice of Revocation with
     respect thereto and such Notice of Long-Term Dividend Period
     shall not have been deemed revoked, such next succeeding Dividend
     Period shall, notwithstanding such Notice of Long-Term Dividend
     Period, be a Short-Term Dividend Period, and the Applicable Rate
     for such next succeeding Dividend Period shall be the greatest of
     (i) the Applicable Rate in effect immediately prior to the
     applicable Auction, (ii) the Maximum Rate on the Auction Date for
     a Short-Term Dividend Period or (iii) the Maximum Rate on the
     Auction Date for the specified Long-Term Dividend Period, or

                                     -56-




               (iii) if all the Outstanding shares of Series D Stock
          are the subject of Submitted Hold Orders, that the
          Applicable Rate for the next succeeding Dividend Period
          shall (1) in the case of a Short-Term Dividend Period, be
          equal to 59% of the 60-day "AA" Composite Commercial Paper
          Rate in effect on the date of such Auction; and (2) in the
          case of a Long-Term Dividend Period, 59% of the Reference
          Rate in effect on the date of such Auction.

          5.  Acceptance and Rejection of Submitted Bids and Submitted Sell
Orders and Allocation of Shares.

          Based on the determinations made pursuant to paragraph (a) of Section
4 of this Part II, the Submitted Bids and Submitted Sell Orders shall be
accepted or rejected and the Trust Company shall take such other action as set
forth below:

          (a)  If Sufficient Clearing Bids have been made, subject to the
     provisions of paragraphs (c), (d) and (e) of this Section 5, Submitted
     Bids and Submitted Sell Orders shall be accepted or rejected as
     follows in the following order of priority and all other Submitted
     Bids shall be rejected:

               (i) the Submitted Sell Orders of Existing Holders shall
          be accepted and the Submitted Bid of each of the Existing
          Holders specifying any rate that is higher than the Winning
          Bid Rate shall be rejected, thus requiring each such
          Existing Holder to sell the shares of Series D Stock that
          are the subject of such Submitted Bid;

               (ii) the Submitted Bid of each of the Existing Holders
          specifying any rate that is lower than the Winning Bid Rate
          shall be accepted, thus entitling each such Existing Holder
          to continue to hold the shares of Series D Stock that are
          the subject of each Submitted Bid;

               (iii) the Submitted Bid of each of the Potential
          Holders specifying any rate that is lower than the Winning
          Bid Rate shall be accepted;

               (iv) the Submitted Bid of each of the Existing Holders
          specifying a rate that is equal to the Winning Bid Rate
          shall be accepted, thus entitling each such Existing Holder
          to continue to hold the shares of Series D Stock that are
          the subject of such Submitted Bid, unless the number of
          outstanding shares of Series D Stock subject to all such
          Submitted Bids shall be greater than the number of shares of
          Series D Stock ("remaining shares") equal to the excess of
          the Available Series D Stock over the number of shares of
          Series D Stock subject to Submitted Bids described in
          subparagraphs (ii) and (iii) of this paragraph (a), in which
          event the Submitted Bids of each such Existing Holder shall
          be rejected, and each such Existing Holder shall be required
          to sell shares of Series D Stock but only in

                                -57-


          an amount equal to the difference between (A) the number of
          outstanding shares of Series D Stock then held by such
          Existing Holder subject to such Submitted Bid and (B) the
          number of shares of Series D Stock obtained by multiplying
          the number of remaining shares by a fraction the numerator
          of which shall be the number of Outstanding shares of Series
          D Stock held by such Existing Holder subject to such
          Submitted Bid and the denominator of which shall be the sum
          of the number of Outstanding shares of Series D Stock
          subject to such Submitted Bids made by all such Existing
          Holders that specified a rate equal to the Winning Bid Rate;
          and

               (v) the Submitted Bid of each of the Potential Holders
          specifying a rate that is equal to the Winning Bid Rate
          shall be accepted but only in an amount equal to the number
          of shares of Series D Stock obtained by multiplying the
          difference between the Available Series D Stock and the
          number of shares of Series D Stock subject to Submitted Bids
          described in subparagraphs (ii), (iii) and (iv) of this
          paragraph (a) by a fraction the numerator of which shall be
          the number of Outstanding shares of Series D Stock subject
          to such Submitted Bid and the denominator of which shall be
          the sum of the number of outstanding shares of Series D
          Stock subject to such Submitted Bids made by all such
          Potential Holders that specified a rate equal to the Winning
          Bid Rate.

          (b)  If Sufficient Clearing Bids have not been made (other than
     because all of the Outstanding shares of Series D Stock are subject to
     Submitted Hold Orders), subject to the provisions of paragraphs (c),
     (d) and (e) of this Section 5, Submitted Orders shall be accepted or
     rejected as follows in the following order of priority and all other
     Submitted Bids shall be rejected:

               (i) the Submitted Bid of each Existing Holder
          specifying any rate that is equal to or lower than the
          Maximum Rate shall be accepted, thus entitling such Existing
          Holder to continue to hold the shares of Series D Stock that
          are the subject of such Submitted Bid;

               (ii) the Submitted Bid of each Potential Holder
          specifying any rate that is equal to or lower than the
          Maximum Rate shall be accepted; and

               (iii) the Submitted Bids of each Existing Holder
          specifying any rate that is higher than the Maximum Rate
          shall be rejected and the Submitted Sell Orders of each
          Existing Holder shall be accepted, in both cases only in an
          amount equal to the difference between (A) the number of
          Outstanding shares of Series D Stock then held by such
          Existing Holder subject to such Submitted Bid or Submitted
          Sell Order and (B) the number of shares of Series D Stock
          obtained by multiplying the difference between the Available
          Series D Stock and the aggregate number of shares of Series
          D Stock subject to

                                     -58-


     Submitted Bids described in subparagraphs (i) and (ii) of this
     paragraph (b) by a fraction the numerator of which shall be the
     number of Outstanding shares of Series D Stock held by such
     Existing Holder subject to such Submitted Bid or Submitted Sell
     Order and the denominator of which shall be the number of
     Outstanding shares of Series D Stock subject to all such
     Submitted Bids and Submitted Sell Orders.

     (c)  If all of the Outstanding shares of Series D Stock are the subject of
Submitted Hold Orders, all Submitted Bids shall be rejected.

     (d)  If, as a result of the procedures described in paragraph (a) or (b) of
this Section 5, any Existing Holder would be entitled or required to sell, or
any Potential Holder would be entitled or required to purchase, a fraction of a
share of Series D Stock on any Auction Date, the Trust Company, in such manner
as it shall determine in its sole discretion, shall round up or down the number
of shares of Series D Stock to be purchased or sold by any Existing Holder or
Potential Holder on such Auction Date so that the number of shares purchased or
sold by each Existing Holder or Potential Holder on such Auction Date shall be
whole shares of Series D Stock.

     (e)  If, as a result of the procedures described in paragraph (a) of this
Section 5, any Potential Holder would be entitled or required to purchase less
than a whole share of Series D Stock on any Auction Date, the Trust Company, in
such manner as it shall determine in its sole discretion, shall allocate shares
for purchase among Potential Holders so that only whole shares of Series D Stock
are purchased on such Auction Date by any Potential Holder, even if such
allocation results in one or more of such Potential Holders not purchasing
shares of Series D Stock on such Auction Date.

     (f)  Based on the results of each Auction, the Trust Company shall
determine the aggregate number of shares of Series D Stock to be purchased and
the aggregate number of shares of Series D Stock to be sold by Potential Holders
and Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell
Orders and, with respect to each Broker-Dealer, to the extent that such
aggregated number of shares to be purchased and such aggregate number of shares
to be sold differ, determine to which other Broker-Dealer or Broker-Dealers
acting for one or more purchasers such Broker-Dealer shall deliver, or from
which other Broker-Dealer or Broker-Dealers acting for one or more sellers such
Broker-Dealer shall receive, as the case may be, shares of Series D Stock.

     6.        Miscellaneous.

     (a)  The Board of Directors may interpret the provisions of this Part II to
resolve any inconsistency or ambiguity which may arise or be revealed in
connection which the Auction Procedures provided for herein, and if such
inconsistency or ambiguity reflects an inaccurate provision hereof, the Board of
Directors may, in

                                     -59-



     appropriate circumstances, authorize the filing of a Certificate of
     Correction or Certificate of Amendment.

          (b)  So long as the Applicable Rate is based on the results of an
     Auction, an Existing Holder (i) may sell, transfer or otherwise dispose of
     shares of Series D Stock only pursuant to a Bid or Sell Order in accordance
     with the procedures described in this Part II or to or through a Broker-
     Dealer or to a Person that has delivered a signed copy of a Purchaser's
     Letter to the Trust Company, provided that in the case of all transfers
     other than pursuant to Auctions such Existing Holder or its Broker-Dealer
     advises the Trust Company of such transfer, and (ii) shall have the
     ownership of the shares of Series D Stock held by it maintained in book
     entry form by the Securities Depository in the account of its Agent Member,
     which in turn will maintain records of such Existing Holder's beneficial
     ownership.

          (c)  Neither the Corporation nor any Affiliate thereof may submit an
     Order in any Auction. Any Broker-Dealer that is an Affiliate of the
     Corporation may not submit Bids to purchase shares of Series D Stock in
     Auctions for its own account, and if such affiliated Broker-Dealer has
     otherwise acquired shares for its own account, it must submit a Sell Order
     in the next Auction with respect to such shares.

          (d)  The Trust Company shall reject any Submitted Order of the
     Corporation or an Affiliate, except for Sell Orders of affiliated Broker-
     Dealers.

          (e)  From and after the occurrence of a Rate Adjustment Event, shares
     of Series D Stock shall be registered for transfer or exchange and new
     certificates issued upon surrender of the old certificates deemed by the
     Trust Company (or any other transfer agent or registrar appointed by the
     Corporation) properly endorsed for transfer with all necessary endorsers'
     signatures guaranteed in such manner and form as the Trust Company (or such
     other transfer agent or registrar) may require by a guarantor reasonably
     believed by the Trust Company (or such other transfer agent or registrar)
     to be responsible, accompanied by such assurances as the Trust Company (or
     such other transfer agent or registrar) shall deem necessary or appropriate
     to evidence the genuineness and effectiveness of each necessary endorsement
     and satisfactory evidence of compliance with all applicable laws relating
     to the collection of taxes or funds necessary for the payment of such
     taxes.




(d) 6.25% Cumulative Convertible Preferred Stock, Series E

1.   Designation.

                                     -60-



     The designation of said series of Preferred Stock shall be 6.25% Cumulative
Convertible Preferred Stock, Series E (the "Series E Stock"). The maximum number
of shares of Series E Stock shall be 50,000. The Series E Stock shall be without
par value (stated value of $1,000.00 per share).

2.   Dividends.

     (a)  The Series E Stock shall be entitled to receive dividends at an annual
     rate of $62.50 per share. Such dividends shall accrue and be cumulative
     from the date of original issuance of the Series E Stock and shall be
     payable, when and as declared by the Board, on the 15th day of February,
     May, August and November of each year commencing the 15th day of May 1992.
     Each such dividend shall be paid to the holders of record of the Series E
     Stock as they appear on the stock register of the Corporation at the close
     of business on the applicable record date, which shall be the last day of
     the month preceding the month in which the dividend payment date of such
     dividend occurs, provided that no dividend shall be paid on shares of
     Series E Stock redeemed on a redemption date which is between a dividend
     payment record date and the corresponding dividend payment date (an amount
     equal to such dividend being payable with the redemption price pursuant to
     Section 4(a)). Dividends on account of arrears or any past dividend periods
     may be declared and paid at any time, without reference to any regular
     dividend payment date, to holders of record on such date, not exceeding 45
     days preceding the payment date thereof, as may be fixed by the Board.

     (b) No full dividends shall be declared or paid or set aside for payment on
     Preferred Stock of any series ranking, as to dividends, on a parity with or
     junior to the Series E Stock for any period unless full cumulative
     dividends have been or contemporaneously are declared and paid or declared
     and a sum sufficient for the payment thereof set apart for such payment on
     the Series E Stock for all dividend payment periods terminating on or prior
     to the date of payment of such full cumulative dividends. When dividends
     are not paid in full, as aforesaid, upon the Series E Stock and any other
     Preferred Stock ranking on a parity as to dividends with the Series E
     Stock, all dividends declared upon the Series E Stock and any other
     Preferred Stock ranking on a parity as to dividends with the Series E Stock
     shall be declared pro rata so that the amount of dividends declared per
     share on the Series E Stock and such other Preferred Stock shall in all
     cases bear to each other the same ratio that accrued dividends per share on
     the Series E Stock and such other Preferred Stock bear to each other.
     Holders of Series E Stock shall not be entitled to any dividend, whether
     payable in cash, property or stocks, in excess of the full cumulative
     dividends, as herein provided, on the Series E Stock. No interest, or sum
     of money in lieu of interest, shall be payable in respect of any dividend
     payment on the Series E Stock which may be in arrears.

     (c)  So long as any shares of Series E Stock are outstanding, no dividend
     (other than a dividend in Common Stock or in any other stock ranking junior
     to the Series E Stock as to dividends and upon liquidation and other than
     as provided in paragraph (b) of this Section 2) shall be declared or paid
     or set aside for payment or other distribution declared or made upon the
     Common Stock or upon any other stock ranking junior to or on a parity with
     the Series E Stock as to dividends or

                                     -61-


     upon liquidation, nor shall any Common Stock or any other stock of the
     Corporation ranking junior to or on a parity with the Series E Stock as to
     dividends or upon liquidation, or any depositary shares representing such
     stock, be redeemed, purchased or otherwise acquired for any consideration
     (or any moneys paid to or made available for a sinking fund or for the
     redemption of any such stock) by the Corporation (except by conversion into
     or exchange for stock of the Corporation ranking junior to the Series E
     Stock as to dividends and upon liquidation) unless, in each case, the full
     cumulative dividends on all outstanding shares of the Series E Stock shall
     have been paid for all past dividend payment periods.

     (d)  Dividends payable on the Series E Stock for any period less than a
     full quarterly dividend period, and for the dividend period beginning on
     the date of issuance of the Series E Stock, shall be computed on the basis
     of a 360-day year consisting of twelve 30-day months.

3.   Voting.


     (a)  Unless the vote or consent of the holders of a greater number of
     shares shall then be required by law, the consent of the holders of a least
     66-2/3% of all of the shares of the Series E Stock and all other series of
     Preferred Stock ranking on a parity with the Series E Stock, either as to
     dividends or upon liquidation, at the time outstanding, given in person or
     by proxy, either in writing or by a vote at a meeting called for the
     purpose at which the holders of shares of Series E Stock and shares of
     Preferred Stock ranking on a parity with the Series E Stock, either as to
     dividends or upon liquidation, shall vote together as a separate class,
     shall be necessary for authorizing, effecting or validating the amendment,
     alteration or repeal of any of the provisions of this Restated Certificate
     of Incorporation or of any certificate amendatory thereof or supplemental
     thereto (including any Certificate of Designations or any similar document
     relating to the Series E Stock or any series of Preferred Stock ranking on
     a parity with the Series E Stock, either as to dividends or upon
     liquidation) which would adversely affect the powers, preferences, rights
     or privileges of the Series E Stock or the Preferred Stock ranking on a
     parity with the Series E Stock, either as to dividends or upon liquidation;
     provided, however, that if any such amendment, alteration or repeal would
     adversely affect the powers, preferences, rights or privileges of the
     Series E Stock or one or more series of the Preferred Stock ranking on a
     parity with the Series E Stock, either as to dividends or upon liquidation,
     but shall not so affect the entire class, then only the shares of the one
     or more series so affected shall be considered to be a separate class
     entitled to vote upon or consent to such amendment, alteration or repeal;

     (b)  Unless the vote or consent of the holders of a greater number of
     shares shall then be required by law, the consent of the holders of at
     least 66-2/3% of all of the shares of the Series E Stock and all other
     series of Preferred Stock ranking on a parity with the Series E Stock,
     either as to dividends or upon liquidation, at the time outstanding, given
     in person or by proxy, either in writing or by a vote at a meeting called
     for the purpose at which the holders of shares of the Series E Stock and
     such

                                     -62-



     other series of Preferred Stock ranking on a parity with the Series E
     Stock, either as to dividends or upon liquidation, shall vote together as a
     single class without regard to series, shall be necessary for authorizing,
     effecting or validating the creation, authorization or issue of any shares
     of any class of stock of the Corporation ranking prior to the shares of the
     Series E Stock and such other series of Preferred Stock ranking on a parity
     with the Series E Stock, either as to dividends or upon liquidation, as to
     dividends or upon liquidation, or the reclassification of any authorized
     stock of the Corporation into any such prior shares, or the creation,
     authorization or issue of any obligation or security convertible into or
     evidencing the right to purchase any such prior shares; and

     (c)  If at the time of any annual meeting of stockholders for the election
     of directors a default in preference dividends on the Series E Stock or the
     Preferred Stock ranking on a parity with the Series E Stock, either as to
     dividends or upon liquidation, shall exist, the number of directors
     constituting the Board of Directors shall be increased by two, and the
     holders of the Series E Stock and the Preferred Stock of all series ranking
     on a parity with the Series E Stock, either as to dividends or upon
     liquidation, shall have the right at such meeting, voting together as a
     single class without regard to series, to the exclusion of the holders of
     Common Stock, to elect two directors of the Corporation to fill such newly
     created directorships. Such right shall continue until there are no
     dividends in arrears upon the Series E Stock and the Preferred Stock
     ranking on a parity with the Series E Stock, either as to dividends or upon
     liquidation. Each director elected by the holders of shares of Series E
     Stock and Preferred Stock ranking on a parity with the Series E Stock,
     either as to dividends or upon liquidation, (herein called a "Preferred
     Director") shall continue to serve as such director for the full term for
     which he shall have been elected, notwithstanding that prior to the end of
     such term a default in preference dividends shall cease to exist. Any
     Preferred Director may be removed without cause by, and shall not be
     removed without cause except by, the vote of the holders of record of the
     outstanding shares of Series E Stock and Preferred Stock ranking on a
     parity with the Series E Stock, either as to dividends or upon liquidation,
     voting together as a single class without regard to series, at a meeting of
     the stockholders, or of the holders of shares of Series E Stock and
     Preferred Stock ranking on a parity with the Series E Stock, either as to
     dividends or upon liquidation, called for that purpose. So long as a
     default in preference dividends on the Series E stock or the Preferred
     Stock ranking on a parity with the Series E Stock, either as to dividends
     or upon liquidation, shall exist, (A) any vacancy in the office of
     Preferred Director may be filled (except as provided in the following
     clause (B)) by an instrument in writing signed by the remaining Preferred
     Director and filed with the Corporation and (B) in the case of the removal
     of any Preferred Director, the vacancy may be filled by the vote of the
     holders of the outstanding shares of Series E Stock and Preferred Stock
     ranking on a parity with the Series E Stock, either as to dividends or upon
     liquidation, voting together as a single class without regard to series, at
     the same meeting at which such removal shall be voted. Each director
     appointed as aforesaid by the remaining Preferred Director shall be deemed,
     for all purposes hereof, to be a Preferred Director. Whenever the term of
     office of the Preferred Directors shall end and a default in preference
     dividends shall no longer exist, the number of directors constituting the
     Board of Directors shall be reduced by two.

                                     -63-


     For the purposes hereof, a "default in preference dividends" on the Series
     E Stock or the Preferred Stock ranking on a parity with the Series E Stock,
     either as to dividends or upon liquidation, shall be deemed to have
     occurred whenever the amount of accrued dividends upon the Series E Stock
     or any series of the Preferred Stock ranking on a parity with the Series E
     Stock, either as to dividends or upon liquidation, shall be equivalent to
     six full quarterly dividends (which, with respect to any Series E Stock or
     any Preferred Stock ranking on a parity with the Series E Stock, either as
     to dividends or upon liquidation, providing for other than quarterly
     dividend periods, shall be deemed to be dividends in respect of a number of
     dividend periods containing not less than 540 days) or more, and, having so
     occurred, such default shall be deemed to exist thereafter until, but only
     until, all accrued dividends on all shares of Series E Stock and Preferred
     Stock ranking on a parity with the Series E Stock, either as to dividends
     or upon liquidation, of each and every series then outstanding shall have
     been paid to the end of the last preceding dividend period.

     (d)  Whenever the holders of the Series E stock shall be entitled to vote
     pursuant to this resolution, such holders shall have one vote for each
     whole share of Series E Stock.

4.   Redemption.

     (a)  The Corporation may, at its option, but only with prior approval of
     the Board of Governors of the Federal Reserve System, redeem the Series E
     Stock, as a whole or in part, at any time or from time to time prior to the
     conversion thereof pursuant to Section 5, at the redemption price indicated
     below if such redemption is during the periods indicated plus, in each
     case, accrued and unpaid dividends thereon through the day preceding the
     date fixed for redemption, whether or not earned or declared:



                                                       Redemption Price
                                                       (as a Percentage of
          Year                                         liquidation preference)
          ----                                         ----------------------
                                                    
February 15, 1995 through February 14, 1996                      104.375%
February 15, 1996 through February 14, 1997                      103.750%
February 15, 1997 through February 14, 1998                      103.125%
February 15, 1998 through February 14, 1999                      102.500%
February 15, 1999 through February 14, 2000                      101.875%
February 15, 2000 through February 14, 2001                      101.250%
February 15, 2001 through February 14, 2002                      100.625%
February 15, 2002 and thereafter                                 100.000%


     provided, however, that the Series E Stock may not be so redeemed prior to
     February 15, 1995.

     (b)  In the event that fewer than all the outstanding shares of Series E
     Stock are to be redeemed, the number of shares of Series E Stock to be
     redeemed shall be

                                     -64-


     determined by the Board and the shares of Series E Stock to be redeemed
     shall be selected by lot or pro rata as may be determined by the Board or
     by any other method as may be determined by the Board in its sole
     discretion to be equitable.

     (c)  In the event the Corporation shall redeem the Series E Stock, notice
     of such redemption shall be given by first class mail, postage prepaid,
     mailed not less than 20 nor more than 60 days prior to the redemption date,
     to each holder of record of the Series E Stock to be redeemed, at such
     holder's address as the same appears on the stock register of the
     Corporation. Each such notice shall state: (i) the redemption date; (ii)
     the number of shares of Series E Stock to be redeemed and, if fewer than
     all the shares of Series E Stock held by such holder are to be redeemed,
     the number of shares of Series E Stock to be redeemed from such holder;
     (iii) the redemption price; (iv) the Conversion Price then in effect; (v)
     the place or places where certificates for such shares of Series E Stock
     are to be surrendered for payment of the redemption price; and (vi) that
     dividends on the shares of Series E Stock to be redeemed will cease to
     accrue on such redemption date.

     (d)  Notice having been mailed as aforesaid, from and after the redemption
     date (unless default shall be made by the Corporation in providing money
     for the payment of the redemption price) dividends on the shares of Series
     E Stock so called for redemption shall cease to accrue, and said shares of
     Series E Stock shall no longer be deemed to be outstanding, and all rights
     of the holders thereof as stockholders of the Corporation (except the right
     to receive from the Corporation the redemption price) shall cease. Upon
     surrender in accordance with said notice of the certificates for any shares
     of Series E Stock so redeemed (properly endorsed or assigned for transfer,
     if the Board shall so require and the notice shall so state), such shares
     of Series E Stock shall be redeemed by the Corporation at the redemption
     price aforesaid. In case fewer than all the shares of Series E Stock
     represented by any such certificate are redeemed, a new certificate shall
     be issued representing the unredeemed shares of Series E Stock without cost
     to the holder thereof.

     (e)  Notwithstanding the foregoing provisions of this Section 4, if any
     dividends on Series E Stock are in arrears, no Series E Stock shall be
     redeemed unless all outstanding shares of Series E Stock are simultaneously
     redeemed, and the Corporation shall not purchase or otherwise acquire any
     Series E Stock or any depositary shares representing Series E Stock;
     provided, however, that the foregoing shall not prevent the purchase or
     acquisition of Series E Stock or any depositary shares representing Series
     E Stock (i) upon the conversion of Series E Stock into shares of Common
     Stock pursuant to Section 5, (ii) in exchange for shares of Common Stock or
     any other class of stock ranking junior to the Series E Stock as to
     dividends or upon liquidation or (iii) pursuant to a purchase or exchange
     offer made on the same terms to holders of all outstanding shares of Series
     E Stock (treating holders of any depositary shares representing Series E
     Stock as holders of a proportionate number of shares of Series E Stock for
     these purposes).

5.   Conversion.

                                     -65-


(a)  Subject to the provisions for adjustment hereinafter set forth, each share
of Series E Stock shall be convertible at the option of the holder thereof, in
the manner hereinafter set forth, into fully paid and nonassessable shares of
Common Stock at the conversion price, determined as hereinafter provided, in
effect on the date of conversion, each share of Series E Stock being credited at
its stated value; provided that if any of the Series E Stock is called for
redemption, the conversion rights pertaining thereto will terminate at the close
of business on the redemption date. The price at which shares of Common Stock
shall be delivered upon conversion of shares of Series E Stock (hereinafter
referred to as the "Conversion Price") shall be initially $62.25 per share of
Common Stock. The Conversion Price shall be adjusted in certain instances as
provided in paragraph (b) of this Section 5.

Any holder of Series E Stock desiring to convert such stock into shares of
Common Stock shall surrender the certificate or certificates for the shares of
Series E Stock being converted, duly endorsed or assigned to the Corporation or
in blank, at the principal office of the Corporation or at a bank or trust
company appointed by the Corporation for that purpose, accompanied by a written
notice of conversion specifying the number of shares of Series E Stock to be
converted and the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued; in case such notice shall
specify a name or names other than that of such holder, such notice shall be
accompanied by payment of all transfer taxes payable upon the issue of shares of
Common Stock in such name or names. In case less than all of the shares of
Series E Stock represented by a certificate are to be converted by a holder,
upon such conversion the Corporation shall issue and deliver or cause to be
issued and delivered to such holder a certificate or certificates for the shares
of Series E Stock not so converted. The holders of shares of Series E Stock at
the close of business on a dividend payment record date shall be entitled to
receive the dividend payable on such shares of Series E Stock (except shares of
Series E Stock redeemed on a redemption date between such record date and the
dividend payment date) on the corresponding dividend payment date
notwithstanding the subsequent conversion thereof or the Corporation's default
in payment of the dividend due on such dividend payment date. However, shares of
Series E Stock surrendered for conversion during the period from the close of
business on any dividend payment record date for the Series E Stock to the
opening of business on the corresponding dividend payment date (except shares of
Series E Stock called for redemption on a redemption date during such period)
must be accompanied by payment of an amount equal to the dividend payable on
such shares of Series E Stock on such dividend payment date. A holder of shares
of Series E Stock on a dividend payment record date who (or whose transferee)
converts shares of Series E Stock on a dividend payment date will receive the
dividend payable on such shares of Series E Stock by the Corporation on such
date, and the converting holder need not include payment in the amount of such
dividend upon surrender of shares of Series E Stock for conversion. Except as
provided above, no payment or adjustment will be made on account of accrued or
unpaid dividends upon the conversion of Series E Stock.

As promptly as practicable after the surrender of certificates for shares of
Series E Stock as aforesaid, the Corporation shall issue and shall deliver at
such office to

                                     -66-


such holder, or on his or her written order, a certificate or certificates for
the number of full shares of Common Stock issuable upon the conversion of such
shares in accordance with the provisions of this Section (5), and any fractional
interest in respect of a share of Common Stock arising upon such conversion
shall be promptly settled as provided in paragraph (k) of this Section (5).

Each conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which the certificates for shares of Series E
Stock shall have been surrendered and such notice received by the Corporation as
aforesaid; the shares of Series E Stock so surrendered for conversion shall no
longer be deemed to be outstanding and all rights with respect to such shares of
Series E Stock shall cease, except the right of the holders thereof to receive
full shares of Common Stock in exchange therefor and payment for any fractional
shares; and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder or holders of record of the shares
represented thereby at such time on such date and such conversion shall be at
the Conversion Price in effect at such time on such date. All shares of Common
Stock delivered upon conversions of the Series E Stock will upon delivery be
duly and validly issued and fully paid and nonassessable.

(b)  The Conversion Price shall be adjusted from time to time as follows:

     (i)  In case the Corporation shall pay or make a dividend or other
     distribution on any class of capital stock of the Corporation in shares of
     Common Stock, the Conversion Price in effect at the opening of business on
     the day following the date fixed for the determination of stockholders
     entitled to receive such dividend or other distribution shall be reduced by
     multiplying such Conversion Price by a fraction of which the numerator
     shall be the number of shares of Common Stock outstanding at the close of
     business on the date fixed for such determination and the denominator shall
     be the sum of such number of shares and the total number of shares
     constituting such dividend or other distribution, such reduction to become
     effective immediately after the opening of business on the day following
     the date fixed for such determination.

     (ii) In case the Corporation shall issue rights or warrants to all holders
     of its shares of Common Stock entitling them to subscribe for or purchase
     Common Stock at a price per share less than the current market price per
     share (determined as provided in paragraph (c)) of the Common Stock on the
     date fixed for the determination of stockholders entitled to receive such
     rights or warrants, the Conversion Price in effect at the opening of
     business on the day following the date fixed for such determination shall
     be reduced by multiplying such Conversion Price by a fraction of which the
     numerator shall be the number of shares of Common Stock outstanding at the
     close of business on the date fixed for such determination plus the number
     of shares of Common Stock which the aggregate offering price of the total
     number of shares of Common Stock so offered for subscription or purchase
     would

                                     -67-


     purchase at such current market price and the denominator shall be the
     number of shares of Common Stock outstanding at the close of business on
     the date fixed for such determination plus the number of shares of Common
     Stock so offered for subscription or purchase, such reduction to become
     effective immediately after the opening of business on the day following
     the date fixed for such determination.

     (iii) In case the Corporation shall, by dividend or otherwise, distribute
     to all holders of shares of Common Stock evidences of indebtedness or
     assets (including securities, but excluding any rights or warrants referred
     to in paragraph (b)(ii), any dividend or distribution paid in cash out of
     the surplus of the Corporation and any dividend or distribution referred to
     in paragraph (b)(i)), the Conversion Price shall be adjusted so that the
     same shall equal the price determined by multiplying the Conversion Price
     in effect immediately prior to the close of business on the date fixed for
     the determination of stockholders entitled to receive such distribution by
     a fraction of which the numerator shall be the current market price per
     share (determined as provided in paragraph (c)) of the Common Stock on the
     date fixed for such determination, less the then fair market value (as
     determined by the Board, whose determination shall be conclusive) of the
     portion of the assets or evidences of indebtedness so distributed allocable
     to one share of Common Stock, and the denominator shall be such current
     market price per share of Common Stock, such adjustment to become effective
     immediately prior to the opening of business on the day following the date
     fixed for the determination of stockholders entitled to receive such
     distribution. Notwithstanding the foregoing, in the event that the
     Corporation shall distribute or shall have distributed any rights or
     warrants to acquire capital stock ("Rights") pursuant to this subparagraph
     (iii), the distribution of separate certificates representing the Rights
     subsequent to their initial distribution (whether or not the initial
     distribution of the Rights shall have occurred prior to the date of the
     issuance of the Series E Stock) shall be deemed to be the distribution of
     the Rights for purposes of this subparagraph (iii); provided that the
     Corporation may, in lieu of making any adjustment pursuant to this
     subparagraph (iii) upon a distribution of separate certificates
     representing the Rights, make proper provision so that each holder of
     Series E Stock who converts such Series E Stock (or any portion thereof)
     (A) before the record date for such distribution of separate certificates
     shall be entitled to receive upon conversion shares of Common Stock issued
     with Rights and (B) after such record date and prior to the expiration,
     redemption or termination of the Rights shall be entitled to receive upon
     conversion, in addition to the shares of Common Stock issuable upon
     conversion, the same number of Rights as would a holder of the number of
     shares of Common Stock that such Series E Stock so converted would have
     entitled the holder thereof to purchase in accordance with the terms and
     provisions applicable to the Rights if such Series E Stock were converted
     immediately prior to the record date for such distribution. Common Stock
     owned by or held for the account of the Corporation or any

                                     -68-


     majority owned subsidiary shall not be deemed outstanding for the purpose
     of any adjustment required under this subparagraph (iii).

     (iv)  In case the outstanding shares of Common Stock shall be subdivided
     into a greater number of shares, the Conversion Price in effect at the
     opening of business on the day following the day upon which such
     subdivision becomes effective shall be proportionately reduced, and,
     conversely, in case outstanding shares of Common Stock shall each be
     combined into a smaller number of shares, the Conversion Price in effect at
     the opening of business on the day following the day upon which such
     combination becomes effective shall be proportionately increased, such
     reduction or increase, as the case may be, to become effective immediately
     after the opening of business on the day following the day upon which such
     subdivision or combination becomes effective.

     (v)   The reclassification of Common Stock into securities other than
     Common Stock (other than any reclassification upon a consolidation or
     merger to which paragraph (f) applies) shall be deemed to involve (i) a
     distribution of such securities other than Common Stock to all holders of
     Common Stock (and the effective date of such reclassification shall be
     deemed to be "the date fixed for the determination of stockholders entitled
     to receive such distribution" and the "date fixed for such determination"
     within the meaning of paragraph (b)(iii)), and (ii) a subdivision or
     combination, as the case may be, of the number of shares of Common Stock
     outstanding immediately prior to such reclassification into the number of
     shares of Common Stock outstanding immediately thereafter (and the
     effective date of such reclassification shall be deemed to be "the day upon
     which such subdivision becomes effective," or "the day upon which such
     combination becomes effective," as the case may be, and "the day upon which
     such subdivision or combination becomes effective" within the meaning of
     paragraph (b)(iv) of this Section 5.

(c)  For the purpose of any computation under paragraphs (b)(ii) and (b)(iii),
the current market price per share of Common Stock on any day shall be deemed to
be the average of the daily Closing Prices for any 15 consecutive Trading Days
selected by the Board commencing not less than 20 nor more than 30 Trading Days
before the day in question.

(d)  Notwithstanding the provisions of paragraphs (b) above, no adjustment in
the Conversion Price shall be required unless such adjustment (plus any
adjustments not previously made by reason of this paragraph (d)) would require
an increase or decrease of at least 1% in such price; provided, however, that
any adjustments which by reason of this paragraph (d) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 5 shall be made to the nearest
cent.

(e)  The Corporation may make such reductions in the Conversion Price, in
addition to those required by this Section 5, as it considers to be advisable in
order

                                     -69-


to avoid or diminish any income tax to any holder of shares of Common Stock
resulting from any dividend or distribution of stock or issuance of rights or
warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons. The Corporation shall have the
power to resolve any ambiguity or correct any error in this Section 5 and its
actions in so doing shall be final and conclusive.

(f)     In case the Corporation shall effect any capital reorganization of the
Common Stock (other than a subdivision, combination, capital reorganization or
reclassification provided for in paragraph (b)) or shall consolidate, merge or
engage in a statutory share exchange with or into any other corporation (other
than a consolidation, merger or share exchange in which the Corporation is the
surviving corporation and each share of Common Stock outstanding immediately
prior to such consolidation or merger is to remain outstanding immediately after
such consolidation or merger) or shall sell or transfer all or substantially all
its assets to any other corporation, lawful provision shall be made as a part of
the terms of such transaction whereby the holders of Series E Stock shall
receive upon conversion thereof, in lieu of each share of Common Stock which
would have been issuable upon conversion of such stock if converted immediately
prior to the consummation of such transaction, the same kind and amount of stock
(or other securities, cash or property, if any) as may be issuable or
distributable in connection with such transaction with respect to each share of
Common Stock outstanding at the effective time of such transaction, subject to
subsequent adjustments for subsequent stock dividends and distributions,
subdivisions or combinations of shares, capital reorganizations,
reclassifications, consolidations, mergers or share exchanges, as nearly
equivalent as possible to the adjustments provided for in this Section 5.

(g)     Whenever the Conversion Price is adjusted as herein provided:

        (i)  the Corporation shall compute the adjusted Conversion Price and
        shall cause to be prepared a certificate signed by the chief financial
        or accounting officer of the Corporation setting forth the adjusted
        Conversion Price and showing in reasonable detail the facts upon which
        such adjustment is based and the computation thereof and such
        certificate shall forthwith be filed with each transfer agent for the
        Series E Stock; and

        (ii) a notice stating that the Conversion Price has been adjusted and
        setting forth the adjusted Conversion Price shall, as soon as
        practicable, be mailed to the holders of record of outstanding shares of
        Series E Stock.

(h)     In case:

        (i)  the Corporation shall declare a dividend or other distribution on
        the Common Stock otherwise than in cash out of its surplus;

        (ii) the Corporation shall authorize the granting to the holders of the
        Common Stock of rights or warrants entitling them to subscribe for or
        purchase any shares of capital stock of any class or of any other
        rights;

                                     -70-


          (iii) of any reclassification of the Common Stock (other than a
          subdivision or combination of outstanding shares of Common Stock), or
          of any consolidation, merger or share exchange to which the
          Corporation is a party and for which approval of any stockholders of
          the Corporation is required, or of the sale or transfer of all or
          substantially all the assets of the Corporation; or

          (iv) of the voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation;

     then the Corporation shall cause to be mailed to each transfer agent for
     the Series E Stock and to the holders of record of the outstanding shares
     of Series E Stock, at least 20 days (or 10 days in any case specified in
     paragraphs (i) or (ii) above) prior to the applicable record or effective
     date hereinafter specified, a notice stating (i) the date as of which the
     holders of record of shares of Common Stock to be entitled to such
     dividend, distribution, rights or warrants are be determined, or (ii) the
     date on which such reclassification, consolidation, merger, share exchange,
     sale, transfer, liquidation, dissolution or winding up is expected to
     become effective and the date as of which it is expected that holders of
     record of Common Stock shall be entitled to exchange their shares for
     securities or other property, if any, deliverable upon such
     reclassification, consolidation, merger, share exchange, sale, transfer,
     liquidation, dissolution or winding up. Such notice shall also state
     whether such transaction will result in any adjustment in the Conversion
     Price applicable to the Series E Stock and, if so, shall state what the
     adjusted Conversion Price will be and when it will become effective.
     Neither the failure to give the notice required by this paragraph (h), nor
     any defect therein, to any particular holder shall affect the sufficiency
     of the notice or the legality or validity of the proceedings described in
     paragraphs (h)(i) through (h)(iv).

     (i)  The Corporation shall at all times reserve and keep available out of
     its authorized but unissued shares of Common Stock, for the purpose of
     issuance upon conversion of Series E Stock, the full number of shares of
     Common Stock then issuable upon the conversion of all shares of Series E
     Stock then outstanding and shall take all action necessary so that shares
     of Common Stock so issued will be validly issued, fully paid and
     nonassessable.

     (j)  The Corporation will pay any and all stamp or similar taxes that may
     be payable in respect of the issuance or delivery of shares of Common Stock
     on conversion of Series E Stock. The Corporation shall not, however, be
     required to pay any tax which may be payable in respect of any transfer
     involved in the issuance and delivery of shares of Common Stock in a name
     other than that in which the Series E Stock so converted were registered,
     and no such issuance or delivery shall be made unless and until the person
     requesting such issuance has paid to the Corporation the amount of any such
     tax or has established to the satisfaction of the Corporation that such tax
     has been paid.

     (k)  No fractional shares or scrip representing fractional shares of
     Common Stock shall be issued upon the conversion of Series E Stock. If any
     such conversion would

                                     -71-




     otherwise require the issuance of such a fractional share an amount equal
     to such fraction multiplied by the Closing Price per share of Common Stock
     on the day of conversion shall be paid to the holder in cash by the
     Corporation.

     (l)  The certificate of any independent firm of public accountants of
     recognized standing selected by the Board shall be presumptive evidence of
     the correctness of any computation made under this Section 5.

6.   Liquidation Rights.

     (a)  Upon the dissolution, liquidation or winding up of the Corporation,
     the holders of the Series E Stock shall be entitled to receive out of the
     assets of the Corporation, before any payment or distribution shall be made
     on the Common Stock or on any other class of stock ranking junior to the
     Preferred Stock upon liquidation, the amount of $1,000.00 per share, plus a
     sum equal to all dividends (whether or not earned or declared) on such
     shares accrued and unpaid thereon to the date of the final distribution.

     (b)  Neither the sale of all or substantially all the property or business
     of the Corporation, nor the merger or consolidation of the Corporation into
     or with any other corporation or the merger or consolidation of any other
     corporation into or with the Corporation, shall be deemed to be a
     dissolution, liquidation or winding up, voluntary or involuntary, for the
     purposes of this Section 6.

     (c)  After the payment to the holders of the Series E Stock of the full
     preferential amounts provided for in this Section 6, the holders of Series
     E Stock as such shall have no right or claim to any of the remaining assets
     of the Corporation.

     (d)  In the event the assets of the Corporation available for distribution
     to the holders of Series E Stock upon any dissolution, liquidation or
     winding up of the Corporation, whether voluntary or involuntary, shall be
     insufficient to pay in full all amounts to which such holders are entitled
     pursuant to paragraph (a) of this Section 6, no such distribution shall be
     made on account of any shares of any other class or series of Preferred
     Stock ranking on a parity with the Series E Stock upon such dissolution,
     liquidation or winding up unless proportionate distributive amounts shall
     be paid on account of the Series E Stock, ratably, in proportion to the
     full distributable amounts for which holders of all such parity shares are
     respectively entitled upon such dissolution, liquidation or winding up.

     (e)  Upon the dissolution, liquidation or winding up of the Corporation,
     the holders of shares of Series E Stock then outstanding shall be entitled
     to be paid out of the assets of the Corporation available for distribution
     to its stockholders all amounts to which such holders are entitled pursuant
     to paragraph (a) of this Section 6 before any payment shall be made to the
     holders of any class or series of capital stock of the Corporation ranking
     junior upon liquidation to the Series E Stock.

7.   Sinking or Retirement Fund.

                                      72


     The Series E Stock shall not be entitled to the benefit of a sinking or
retirement fund to be applied to the purchase or redemption of such stock.

8.   Rank.

     For purposes of this resolution, any stock of any class or classes of the
Corporation shall be deemed to rank:

     (a)  prior to the Series E Stock, either as to dividends or upon
     liquidation, if the holders of such class or classes shall be entitled to
     the receipt of dividends or of amounts distributable upon dissolution,
     liquidation or winding up of the Corporation, as the case may be, in
     preference or priority to the holders of Series E Stock;

     (b)  on a parity with the Series E Stock, either as to dividends or upon
     liquidation, whether or not the dividend rates, dividend payment dates or
     redemption or liquidation prices per share or sinking fund provisions, if
     any, are different from those of the Series E Stock, if such stock is the
     Corporation's Auction Preferred Stock, Series C, or Flexible Auction
     Preferred Stock, Series D, or if the holders of such stock shall be
     entitled to the receipt of dividends or of amounts distributable upon
     dissolution, liquidation or winding up of the Corporation, as the case may
     be, in proportion to their respective dividend rates or liquidation prices,
     without preference or priority, one over the other, as between the holders
     of such stock and the holders of Series E Stock; and

     (c)  junior to the Series E Stock, either as to dividends or upon
     liquidation, if such class shall be the Corporation's Series A Junior
     Participating Preferred Stock, Common Stock or if the holders of Series E
     Stock shall be entitled to receipt of dividends or of amounts distributable
     upon dissolution, liquidation or winding up of the Corporation, as the case
     may be, in preference or priority to the holders of shares of such class or
     classes.

                                   -73-



                                      II

                                 Common Stock

1.   Dividends.

     Subject to the preferential rights of the Preferred Stock, the holders of
the Common Stock are entitled to receive, to the extent permitted by law, such
dividends as may be declared from time to time by the Board of Directors.

2.   Liquidation.

     In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding up of the Corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of Preferred Stock, holders of Common Stock shall be entitled to receive
all of the remaining assets of the Corporation of whatever kind available for
distribution to stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively. The Board of Directors may distribute in
kind to the holders of Common Stock such remaining assets of the Corporation or
may sell, transfer or otherwise dispose of all or any part of such remaining
assets to any other corporation, trust or other entity and receive payment
therefor in cash, stock or obligations of such other corporation, trust or other
entity, or any combination thereof, and may sell all or any part of the
consideration so received and distribute any balance thereof in kind to holders
of Common Stock. The merger or consolidation of the Corporation into or with any
other corporation, or the merger of any other corporation into it, or any
purchase or redemption of shares of stock of the Corporation of any class, shall
not be deemed to be a dissolution, liquidation or winding up of the Corporation
for the purposes of this paragraph.

3.   Voting Rights.

     Except as may be otherwise required by law or this Restated Certificate of
Incorporation, each holder of Common Stock has one vote in respect of each share
of stock held by him of record on the books of the Corporation on all matters
voted upon by the Stockholders.

                                      III

                               Other Provisions

1.   Preemptive Rights.

     No stockholder shall have any preemptive right to subscribe to an
additional issue of stock of any class or series or to any securities of the
Corporation convertible into such stock.

2.   Changes in Authorized Capital Stock.

     Subject to the protective conditions and restrictions of any outstanding
Preferred Stock, any amendment to this Restated Certificate of Incorporation
which increases or decreases the authorized capital stock of any class or
classes may be adopted by the affirmative vote of the holders of a majority of
the outstanding shares of the voting stock of the Corporation.

                                     -74-





                                 ARTICLE FIFTH

                              Board of Directors

1.   Powers of the Board.

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

          (a)  To make, alter or repeal the by-laws of the Corporation.

          (b)  To authorize and cause to be executed mortgages and liens upon
     the real and personal property of the Corporation.

          (c)  To set apart out of any of the funds of the Corporation available
     for dividends a reserve or reserves for any proper purpose and to abolish
     any reserve in the manner in which it was created.

          (d)  By a majority of the whole board, to designate one or more
     committees, each committee to consist of one or more of the directors of
     the Corporation. The Board may designate one or more directors as alternate
     members of any committee, who may replace any absent or disqualified member
     at any meeting of the committee. The by-laws may provide that in the
     absence or disqualification of a member of a committee, the member or
     members thereof present at any meeting and not disqualified from voting,
     whether or not he or they constitute a quorum, may unanimously appoint
     another member of the Board of Directors to act at the meeting in the place
     of any such absent or disqualified member. Any such committee, to the
     extent provided in the resolution of the Board of Directors, or in the by-
     laws of the Corporation, shall have and may exercise all the powers and
     authority of the Board of Directors in the management of the business and
     affairs of the Corporation and may authorize the seal of the Corporation to
     be affixed to all papers which may require it; but no such committee shall
     have the power or authority in reference to amending the Restated
     Certificate of Incorporation, adopting an agreement of merger or
     consolidation, recommending to the stockholders the sale, lease or exchange
     of all or substantially all of the Corporation's property and assets,
     recommending to the stockholders a dissolution of the Corporation or a
     revocation of a dissolution, or amending the by-laws of the Corporation;
     and, unless the resolution or by-laws expressly so provide, no such
     committee shall have the power or authority to declare a dividend or to
     authorize the issuance of stock.

          (e)  When and as authorized by the stockholders in accordance with
     statute, to sell, lease or exchange all or substantially all of the
     property and assets of the Corporation, including its good will and its
     corporate franchises, upon such terms and conditions and for such
     consideration, which may consist in whole or in part of money or property
     including shares of stock in, and/or other securities of, any other
     corporation or corporations, as the Board of Directors shall deem expedient
     and for the best interests of the Corporation.

2.   Terms and Number of Board Members.

                                     -75-



     The number of members of the Board of Directors will be fixed from time to
time by the Board of Directors, but (subject to vacancies) in no event may there
be less than three directors. Each director shall serve until the next annual
meeting of stockholders or until his successor is elected.

     If any vacancy occurs in the Board of Directors during a term, the
remaining directors, by affirmative vote of a majority thereof, may elect a
director to fill the vacancy until the next annual meeting of stockholders.

3.   Cumulative Voting.

     At all elections of directors of the Corporation, each stockholder entitled
generally to vote for the election of directors shall be entitled to as many
votes as shall equal the number of votes which (except for this provision as to
cumulative voting) he would be entitled to cast for the election of directors
with respect to his shares of stock multiplied by the number of directors to be
elected, and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two or more of them
as he may see fit.

                                 ARTICLE SIXTH

                                    Records

     The books of the Corporation may be kept (subject to any provisions
contained in the statutes) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors or in the
by-laws of the Corporation. Elections of directors need not be by written ballot
unless the by-laws of the Corporation shall so provide.

                                ARTICLE SEVENTH

                               Certain Contracts

     No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:

          1.   The material facts as to his interest and as to the contract or
     transaction are disclosed or are known to the Board of Directors or the
     committee, and the Board of Directors or committee in good faith authorizes
     the contract or transaction by a vote sufficient for such purpose without
     counting the vote of the interested director or directors: or

          2.   The material facts as to his interest and as to the contract or
     transaction are disclosed or are known to the stockholders entitled to vote
     thereon, and the contract or transaction is specifically approved in good
     faith by vote of the stockholders: or

                                     -76-


          3.  The contract or transaction is fair as to the Corporation as of
     the time it is authorized, approved or ratified, by the Board of Directors,
     a committee thereof, or the stockholders.

Interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

                                ARTICLE EIGHTH

                                Indemnification

1.   Claim Brought by Third Parties.

     The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was or has agreed to become a director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted by such person in such capacity, against costs, charges
and other expenses (including attorneys' fees) ("Expenses"), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

2.   Claim By or in the Right of the Corporation.

     The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgement in its favor
by reason of the fact that he is or was or has agreed to become a director or
officer of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted by such person in such capacity,
against Expenses actually and reasonably incurred by him in connection with the
investigation, defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that despite the adjudication
of liability

                                     -77-



but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such Expenses which the Court of Chancery
of the State of Delaware or such other court shall deem proper.

3.   Additional Indemnification.

     In addition to the indemnification provided for in paragraphs 1 and 2 of
this Article Eighth, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of another corporation, partnership,
joint venture, trust or other enterprise by reason of the fact that he is or was
serving or has agreed to serve at the request of the Corporation as a director
of such other corporation, partnership, joint venture, trust or other enterprise
against Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
for breach of fiduciary duty as such director, except for liability: (i) for
breach of the duty of loyalty to such other corporation, partnership, joint
venture, trust or other enterprise; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or knowing violation of law; (iii) for
unlawful payment of a dividend or unlawful purchase or redemption of stock; or
(iv) for any transaction from which the director derived an improper personal
benefit.

4.   Successful Defense.

     To the extent that any person referred to in paragraphs 1, 2 or 3 of this
Article Eighth has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in defense of
any action, suit or proceeding referred to therein or in defense of any claim,
issue or matter therein, he shall be indemnified against Expenses actually and
reasonably incurred by him in connection therewith.

5.   Determination of Conduct.

     Any indemnification under paragraphs 1, 2 or 3 of this Article Eighth
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in said paragraphs 1, 2 or 3 of this Article
Eighth. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.

6.   Advance Payment.

     Expenses incurred by any person referred to in paragraphs 1, 2 or 3 of this
Article Eighth in defending a civil or criminal action, suit or proceeding shall
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as provided in this Article
Eighth.

7.   Certificate of Incorporation Article Not Exclusive; Change in Law.

                                     -78-


     The indemnification and advancement of Expenses provided by, or granted
pursuant to, this Article Eighth shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of Expenses may be
entitled under any law (common or statutory), by-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Notwithstanding the provisions of this Article
Eighth, the Corporation shall indemnify and make advancement of Expenses to any
person referred to in paragraphs 1, 2 or 3 of this Article Eighth to the
fullest extent permitted under the laws of the State of Delaware and any other
applicable laws, as they now exist or as they may be amended in the future.

8.   Contract Rights.

     All rights to indemnification and advancement of Expenses provided by this
Article Eighth shall be deemed to be a contract between the Corporation and each
person referred to in paragraphs 1, 2 or 3 of this Article Eighth. Any repeal or
modification of this Article Eighth or any repeal or modification of relevant
provisions of the Delaware General Corporation Law or any other applicable law
shall not in any way diminish any rights to indemnification or advancement of
Expenses with respect to any state of facts then or previously existing or any
action, suit or proceeding previously or thereafter brought or threatened based
in whole or in part on such state of facts.

9.   Insurance.

     The Corporation shall have power to purchase and maintain insurance on
behalf of any person referred to in paragraphs 1, 2 or 3 of this Article Eighth
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article Eighth or of Section 145 of the Delaware General
Corporation Law.

10.  Indemnification of Employees or Agents.

     The Board of Directors may, by resolution, extend the indemnification and
advancement of Expenses provisions of this Article Eighth to any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was or
has agreed to become an employee or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.

11.  Definition of Corporation.

     For purposes of this Article Eighth, references to the "Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents so that any
person who is or was or has agreed to become a director, officer, employee or
agent of such constituent corporation, or is or was serving or has agreed to
serve at the request of such constituent

                                     -79-


corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article Eighth with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

12.  Employee Benefit Plans.

     For purposes of this Article Eighth, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director or officer of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interest of the Corporation" as
referred to in this Article Eighth.

                                 ARTICLE NINTH

                         Stockholder Action by Consent

     Any corporate action upon which a vote of stockholders is required or
permitted may be taken without a meeting or vote of stockholders with the
written consent of stockholders having not less than a majority of all of the
stock entitled to vote upon the action if a meeting were held; provided, that in
no case shall the written consent be by holders having less than the minimum
percent of the vote required by statute for the proposed corporate action and
provided that prompt notice be given to all stockholders of the taking of
corporate action without a meeting and by less than unanimous written consent.

                                 ARTICLE TENTH

                                   Amendment

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                               ARTICLE ELEVENTH

                        Limited Liability of Directors

     No person who was or is a director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for breach of the duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the director derived an improper personal
benefit. For purposes hereof, "fiduciary duty as a director" shall include
fiduciary duties arising in serving at the request of the Corporation as

                                     -80-


a director of another corporation, partnership, joint venture, trust or other
enterprise, and "personally liable to the Corporation" shall include liabilities
to such other corporations, partnerships, joint ventures, trusts or other
enterprises, and liabilities to the Corporation in its capacity as a security
holder, joint venturer, partner, beneficiary, creditor or investor of or in any
such other corporation, partnership, joint venture, trust or other enterprise.

                                 _____________

          4.   This Restated Certificate of Incorporation was duly adopted in
     accordance with provisions of Section 245 of the General Corporation Law of
     the State of Delaware.

          5.   The capital of said Corporation will not be reduced under or by
     reason of this Restated Certificate of Incorporation.

     IN WITNESS WHEREOF, Northern Trust Corporation has caused its corporate
seal to be hereunto affixed and this Restated Certificate of Incorporation to
be signed by John B. Snyder, its Executive Vice President, and the same to be
attested by Victoria Antoni, its Assistant Secretary, this 29th day of
SEPTEMBER, 1992.


                                                  /s/ John B. Snyder
                                                  ------------------------
(SEAL)                                                John B. Snyder
                                                   Executive Vice President

/s/ Victoria Antoni
- -------------------------
    Victoria Antoni
  Assistant Secretary

                                     -81-


                               TABLE OF CONTENTS



                                                                                               PAGE
                                                                                               ----
                                                                                            
ARTICLE FIRST.................................................................................    1

ARTICLE SECOND................................................................................    1

ARTICLE THIRD.................................................................................    2

ARTICLE FOURTH................................................................................    2

     I.   Preferred Stock.....................................................................    2
               Issuance in Series.............................................................    2
               Authority of the Board with respect to Series..................................    2
               Dividends......................................................................    3
               Reacquired Shares..............................................................    4
               Voting Rights..................................................................    4
               Outstanding or Reserved for Issuance Preferred Stock...........................    4
                    Series A Junior Participating Preferred Stock (subject to Preferred
                      Stock purchase Rights)..................................................    5
                    Auction Preferred Stock, Series C.........................................    9
                    Flexible Auction Preferred Stock, Series D................................   31
                    6.25% Cumulative Preferred Stock, Series E................................   60

     II.  Common Stock........................................................................   74
               Dividends......................................................................   74
               Liquidation....................................................................   74
               Voting Rights..................................................................   74

     III. Other Provisions....................................................................   74
               Preemptive Rights..............................................................   74
               Changes in Authorized Capital Stock............................................   74

ARTICLE FIFTH.................................................................................   75
     Powers of the Board......................................................................   75
     Terms and Number of Board Members........................................................   75
     Cumulative Voting........................................................................   75

ARTICLE SIXTH.................................................................................   76

ARTICLE SEVENTH...............................................................................   76

ARTICLE EIGHTH................................................................................   77
     Claim Brought by Third Parties...........................................................   77
     Claim By or in the Right of the Corporation..............................................   77
     Additional Indemnification...............................................................   78
     Successful Defense.......................................................................   78





                                                                                              
     Determination of Conduct..................................................................  78
     Advance payment...........................................................................  78
     Certificate of Incorporation Article Not Exclusive; Change in Law.........................  78
     Contract Rights...........................................................................  79
     Insurance.................................................................................  79
     Indemnification of Employees or Agents....................................................  79
     Definition of Corporation.................................................................  79
     Employee..................................................................................  80

ARTICLE NINTH..................................................................................  80

ARTICLE TENTH..................................................................................  80

ARTICLE ELEVENTH...............................................................................  80






                           CERTIFICATE OF AMENDMENT

                                      OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          NORTHERN TRUST CORPORATION

     NORTHERN TRUST CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify:

     (1)  The Corporation is regulated under the Bank Holding Company Act of
1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be
amended;

     (2)  At a meeting of the Board of Directors of the Corporation held on
February 16, 1993, a resolution was adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation, declaring the amendment to be
advisable and directing that the amendment be considered at a meeting of
stockholders of the Corporation. The resolutions setting forth the proposed
amendment are as follows:

          BE IT RESOLVED that the Board of Directors of Northern Trust
     Corporation declares it advisable that the first sentence of Article Fourth
     of the Restated Certificate of Incorporation be amended by (1) increasing
     the total number of shares which the Corporation has the authority to
     issue, referred to in the second line of Article Fourth, by 9,000,000
     shares, and (2) revising the third line of Article Fourth to read in its
     entirety as follows:

     "10,000,000 shares of Preferred Stock (Preferred Stock) without par value,
     and".

          BE IT FURTHER RESOLVED that the foregoing proposed amendment be
     submitted to the stockholders of the Corporation for their consideration
     and approval at the next annual meeting of stockholders of the Corporation.

     (3)  At a meeting of the Board of Directors of the Corporation held on
February 16, 1993, resolutions were adopted setting forth a further proposed
amendment of the Restated Certificate of Incorporation, declaring the amendment
to be advisable and



directing that the amendment be considered at a meeting of stockholders of the
Corporation. The resolutions setting forth the proposed amendment are as
follows:

          BE IT RESOLVED that the Board of Directors of Northern Trust
     Corporation declares it advisable that the first sentence of Article Fourth
     of the Restated Certificate of Incorporation be amended by (1) increasing
     the total number of shares which the Corporation has the authority to
     issue, referred to in the second line of Article Fourth, by 70,000,000
     shares, and (2) revising the fourth line of Article Fourth to read in its
     entirety as follows:

     "140,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value per
     share."

          BE IT FURTHER RESOLVED that the foregoing proposed amendment be
     submitted to the stockholders of the Corporation for their consideration
     and approval at the next annual meeting of stockholders of the Corporation.

     (4)  Thereafter, pursuant to such resolutions of its Board of Directors,
the stockholders of the Corporation, at a meeting held on April 20, 1993,
adopted both of the proposed amendments by voting the number of shares required
by the statute in favor of each of the proposed amendments;

     (5)  Each of the said amendments was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware; and

     (6)  Accordingly, there has now been given all corporate authorization
necessary to cause the first sentence of Article Fourth of the Restated
Certificate of Incorporation to provide as follows:

          "The total number of shares of all classes of capital stock which the
     Corporation has the authority to issue is 150,000,000 shares, which are
     divided into two classes as follows:

          10,000,000 shares of Preferred Stock (Preferred Stock) without par
     value, and

          140,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value
     per share."

     (7)  The Capital of the Corporation will not be reduced under or by
reason of the aforesaid amendments.

                                     --2--







     IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this
Certificate to be signed and attested by its duly authorized officers, this 20th
day of April, 1993.

                                        NORTHERN TRUST CORPORATION



                                        By: /s/ David W. Fox
                                           ----------------------------
                                            Chairman of the Board

Attest:


/s/ Peter L. Rossiter
- ------------------------------
Secretary

                                     --3--



                          CERTIFICATE OF ELIMINATION

                         OF NORTHERN TRUST CORPORATION

          I, Peter L. Rossiter, Executive Vice President, General Counsel and
Secretary of Northern Trust Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware, do hereby certify as
follows:

          FIRST: That the Board of Directors of Northern Trust Corporation (the
"Corporation"), by resolutions adopted at a meeting on February 20, 1996,
determined to eliminate all of the 6.25% Cumulative Convertible Preferred Stock,
Series E, of the Corporation, said resolutions being as follows:

          WHEREAS, the Corporation redeemed all of the
          outstanding shares of its 6.25% Cumulative Convertible
          Preferred Stock, Series E (the "Series E Preferred
          Stock"), on January 26, 1996;

          NOW, THEREFORE, BE IT RESOLVED, that the Series E
          Preferred Stock be returned to the status of
          "authorized but not issued," and that the Chairman of
          the Board, the President or any Executive or Senior
          Executive Vice President, or any one of them acting
          alone, be, and each of them hereby is, authorized and
          directed, in the name and on behalf of the
          Corporation, to execute and cause to filed with the
          Secretary of State of Delaware, a Certificate of
          Elimination, and to execute all other instruments and
          documents and to do and cause to be done all such
          further acts and things, as may be necessary or
          advisable to eliminate the Series E Preferred Stock and
          that all actions of said officers are hereby ratified,
          approved and confirmed in all respects; and

          BE IT FURTHER RESOLVED, that none of the authorized
          shares of the Series E Preferred Stock are outstanding
          and none will be issued.

          SECOND: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the Restated Certificate of
Incorporation is


hereby amended to eliminate all reference to the Series E Preferred Stock, and
the Series E Preferred Stock shall be returned to the status of "authorized but
not issued."

     IN WITNESS WHEREOF, I have signed this Certificate, this 21st day of
February, 1996.

                                       NORTHERN TRUST CORPORATION


                                       By: /s/ Peter L. Rossiter
                                           ----------------------------------
                                               Peter L. Rossiter
                                               Executive Vice President, General
                                               Counsel and Secretary




                            CERTIFICATE OF AMENDMENT

                                       OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           NORTHERN TRUST CORPORATION


     NORTHERN TRUST CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify:

     (1)  The Corporation is regulated under the Bank Holding Company Act of
1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be
amended.

     (2)  At a meeting of the Board of Directors of the Corporation held on
February 18, 1997, resolutions were adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation, declaring the amendment to be
advisable and directing that the amendment be considered at a meeting of
stockholders of the Corporation.  The resolutions setting forth the proposed
amendment are as follows:

          BE IT RESOLVED that the Board of Directors of Northern Trust
     Corporation declares it advisable that the first sentence of Article Fourth
     of the Restated Certificate of Incorporation be amended by (1) increasing
     the total number of shares which the Corporation has the authority to
     issue, referred to in the second line of Article Fourth, by 140,000,000
     shares, and (2) revising the fourth line of Article Fourth to read in its
     entirety as follows:

     "280,000,000 shares of Common Stock (Common Stock), $1.66-2/3 par value per
     share."

          FURTHER RESOLVED that the foregoing proposed amendment be submitted to
     the stockholders of the Corporation for their consideration and approval at
     the 1997 annual meeting of stockholders of the Corporation.

     (3)  Thereafter, pursuant to such resolutions of its Board of Directors,
the stockholders of the Corporation, at a meeting held on April 15, 1997,
adopted the proposed amendment by voting the number of shares required by the
statute in favor of the proposed amendment.

     (4)  The amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.



     (5)  Accordingly, there has now been given all corporate authorization
necessary to cause the first sentence of Article Fourth of the Restated
Certificate of Incorporation to provide as follows:

          "The total number of shares of all classes of capital stock which the
     Corporation has the authority to issue is 290,000,000 shares, which are
     divided into two classes as follows:

          10,000,000 shares of Preferred Stock (Preferred Stock) without par
     value, and

          280,000,000 shares of Common Stock (Common Stock), $1.66-2/3 par value
     per share."

     (6)  The Capital of the Corporation will not be reduced under or by reason
of the amendment.

     IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate
to be signed and attested by its duly authorized officers, this 21st day of
April, 1997.

                                    NORTHERN TRUST CORPORATION


                                    By:    /s/ William A. Osborn
                                       _________________________________________
                                           William A. Osborn
                                           Chairman and Chief Executive Officer

Attest:

/s/ Peter L. Rossiter
- -------------------------------
Peter L. Rossiter
Executive Vice President,
General Counsel and Secretary


                           CERTIFICATE OF AMENDMENT

                                      OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          NORTHERN TRUST CORPORATION


     NORTHERN TRUST CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify that:

     (1) The Corporation is regulated under the Bank Holding Company Act of
1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be
amended.

     (2) At a meeting of the Board of Directors of the Corporation held on
January 18, 2000, resolutions were adopted setting forth a proposed amendment of
the Restated Certificate of Incorporation, declaring the amendment to be
advisable and directing that the amendment be considered at a meeting of
stockholders of the Corporation.  The resolutions setting forth the proposed
amendment are as follows:

               BE IT RESOLVED, that the Board of Directors of Northern Trust
          Corporation declares it advisable that the first sentence of Article
          FOURTH of the Restated Certificate of Incorporation be amended to
          increase the number of shares of common stock and the total number of
          shares which the Corporation has the authority to issue by 280,000,000
          shares, so that the first sentence of Article FOURTH would read in its
          entirety as follows:

               "The total number of shares of all classes of capital stock which
          the Corporation has the authority to issue is 570,000,000 shares,
          which are divided into two classes as follows:

               10,000,000 shares of Preferred Stock (Preferred Stock) without
          par value, and

               560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par
          value per share."




               FURTHER RESOLVED, that the foregoing proposed amendment be
          submitted to the stockholders of the Corporation for their
          consideration and approval at the 2000 annual meeting of stockholders
          of the Corporation.

               FURTHER RESOLVED, that upon approval of the foregoing proposed
          amendment by the stockholders of the Corporation, the proper officers
          of the Corporation are authorized and directed to execute and
          acknowledge, to file in the office of the Secretary of State of
          Delaware, and to cause to be recorded, in the manner provided by law,
          a Certificate of Amendment to the Restated Certificate of
          Incorporation with respect to the foregoing amendment.

               FURTHER RESOLVED, that the officers of the Corporation are hereby
          authorized and directed to execute and deliver all such certificates,
          agreements, statements, documents and other instruments, and to
          perform any and all acts and things, which the officers or any of them
          may deem necessary or advisable in order to carry out the purposes and
          intent of these resolutions.

     (3)  Thereafter, pursuant to such resolutions of its Board of Directors,
the stockholders of the Corporation, at a meeting held on April 18, 2000,
adopted the proposed amendment by voting the number of shares required by the
statute in favor of the proposed amendment.

     (4)  The amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

     (5)  Accordingly, there has now been given all corporate authorization
necessary to cause the first sentence of Article FOURTH of the Restated
Certificate of Incorporation to provide as follows:

               "The total number of shares of all classes of capital stock which
          the Corporation has the authority to issue is 570,000,000 shares,
          which are divided into two classes as follows:

               10,000,000 shares of Preferred Stock (Preferred Stock) without
          par value, and

               560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par
          value per share."

     (6)  The Capital of the Corporation will not be reduced under or by reason
of the amendment.


     IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate
to be signed and attested by its duly authorized officers, this 28th day of
April, 2000.

                                    NORTHERN TRUST CORPORATION


                                    By: /s/ William A. Osborn
                                            ------------------------------------
                                            William A. Osborn
                                            Chairman and Chief Executive Officer


Attest:

/s/ Peter L. Rossiter

Peter L. Rossiter
Executive Vice President,
General Counsel and Assistant Secretary

EX-10.(I)

                          NORTHERN TRUST CORPORATION             Exhibit 10(i)

                            ANNUAL PERFORMANCE PLAN

                                     2000

I.   Purpose of Plan
     ---------------

     The purpose of the Annual Performance Plan (the "Plan") is to promote the
     achievement of superior financial and operating performance of the Northern
     Trust Corporation (the "Corporation") and its subsidiaries (collectively,
     the Corporation and its subsidiaries, "Northern Trust"), and further the
     objective of delivering unrivaled service quality to its clients and
     partners through the awarding of cash incentive payments to selected
     officers.

II.  Plan Year/Effective Date/Termination
     ------------------------------------

     The Plan Year for this Plan will be the calendar year from January 1, 2000
     to December 31, 2000. The Plan is effective as of January 1, 2000 and
     automatically terminates on December 31, 2000.

III. Eligibility and Participation
     -----------------------------

     Eligibility to participate in the Plan is restricted to officers with the
     title of Vice President and above and who are not eligible for
     participation in a Specialized Incentive Plan. Plan participation is
     reviewed each year, and participation in one year does not automatically
     indicate participation in subsequent Plan years. Participation in the Plan
     is based upon recommendation from the respective Business Unit Head.

IV.  Award Funding
     -------------

     At the beginning of the Plan year, the Compensation and Benefits Committee
     of the Board of Directors of the Corporation will determine a Corporate
     Earnings Target and profit plan funding for awards under the Annual
     Performance Plan. The allocation of the plan award funding to each
     respective Business Unit will be based on the salaries of the eligible
     officers within the Business Unit. Within each Business Unit, one-half of
     the available funding for awards under the Plan will be based on the
     Northern Trust's financial achievement versus the Corporate Earnings
     Target. The other half of the award funding is based on the financial
     achievement of the Business Unit versus the Business Unit's earnings
     target. For staff support personnel, the available funding for awards will
     be based entirely on the financial achievement of Northern Trust versus the
     Corporate Earnings Target. The formula determining the pool level funding
     based on Corporate and Business Unit performance is described in Attachment
     I.

V.   Individual Award Determination
     ------------------------------

     Individual participant awards will be discretionary. They will be
     determined by Business Unit Management based on an assessment of individual
     performance relative to performance expectations, contribution to financial
     and operating goals, competitive level of total compensation, and available
     award pool funding.


VI.  Payment of Awards
     -----------------

     Awards will be paid in cash as soon as practicable following the completion
     of the Plan year. Awards payable because of a Change in Control of the
     Corporation pursuant to Paragraph VII shall be paid in cash as soon as
     practicable following such Change in Control.

VII. Change in Control
     -----------------

     Notwithstanding any other terms contained herein, in the event of a Change
     in Control of the Corporation, funding for awards under the Plan shall be
     determined as if the Corporation and Business Units had achieved the
     respective earnings targets, as described in Section IV. Discretionary
     awards shall be paid to participants as soon as practicable. For purposes
     of this paragraph, a "Change in Control" shall be deemed to have occurred
     if

               (1)  any Person is or becomes the Beneficial Owner, directly or
               indirectly, of securities of the Corporation (not including in
               the securities beneficially owned by such Person any securities
               acquired directly from the Corporation or its affiliates)
               representing 20% or more of the combined voting power of the
               Corporation's then outstanding securities, excluding any Person
               who becomes such a Beneficial Owner in connection with a
               transaction described in clause (i) of paragraph (3) below; or

               (2)  The election to the Board of Directors of the Corporation,
               without the recommendation or approval of two thirds of the
               incumbent Board of Directors of the Corporation, of the lesser
               of: (A) three directors; or (B) directors constituting a majority
               of the number of directors of the Corporation then in office,
               provided, however, that directors whose initial assumption of
               --------  -------
               office is in connection with an actual or threatened election
               contest, including but not limited to a consent solicitation,
               relating to the election of directors of the Corporation will not
               be considered as incumbent members of the Board of Directors of
               the Corporation for purposes of this section; or

               (3)  there is consummated a merger or consolidation of the
               Corporation or any direct or indirect subsidiary of the
               Corporation with any other company, other than (i) a merger or
               consolidation which would result in the voting securities of the
               Corporation outstanding immediately prior to such merger or
               consolidation continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity or any parent thereof), at least 60% of the
               combined voting power of the securities of the Corporation or
               such surviving entity or any parent thereof outstanding
               immediately after such merger or consolidation, or (ii) a merger
               or consolidation effected to implement a recapitalization of the
               Corporation (or similar transaction) in which no Person is or
               becomes the Beneficial Owner, directly or indirectly, of
               securities of the Corporation (not including in the securities
               Beneficially Owned by such Person any securities acquired
               directly from the Corporation or its Affiliates) representing 20%
               or more of the combined voting power of the Corporation's then
               outstanding securities; or

                                       2


               (4)  the stockholders of the Corporation approve a plan of
               complete liquidation or dissolution of the Corporation or there
               is consummated an agreement for the sale or disposition by the
               Corporation of all or substantially all of the Corporation's
               assets, other than a sale or disposition by the Corporation of
               all or substantially all of the Corporation's assets to an
               entity, at least 60% of the combined voting power of the voting
               securities of which are owned by stockholders of the Corporation
               in substantially the same proportions as their ownership of the
               Corporation immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of the Corporation immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate ownership
in an entity which owns all or substantially all of the assets of the
Corporation immediately following such transaction or series of transactions.

For purposes of the foregoing, the following definitions shall apply:

     "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12
     of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in
     Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed
     to be the Beneficial Owner of any securities with respect to which such
     Person has properly filed a Form 13-G; "Exchange Act" shall mean the
     Securities Exchange Act of 1934, as amended from time to time; and "Person"
     shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
     modified and used in Sections 13(d) and 14(d) thereof, except that such
     term shall not include (i) the Corporation or any of its Affiliates, (ii) a
     trustee or other fiduciary holding securities under an employee benefits
     plan of the Corporation or any of its subsidiaries, (iii) an underwriter
     temporarily holding securities pursuant to an offering of such securities
     or (iv) a corporation owned, directly or indirectly, by the stockholders of
     the Corporation in substantially the same proportions as their ownership of
     stock of the Corporation.

Notwithstanding anything in this Plan to the contrary, in the event of a
Potential Change in Control and for a period of six (6) months following the
Potential Change in Control, neither the Board nor the Committee may terminate
this Plan or amend this Plan in a manner that adversely affects the rights of
any participant of the Plan.

A "Potential Change in Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:

          (a)  the Corporation enters into an agreement, the consummation of
               which would result in the occurrence of a Change in Control;

          (b)  the Corporation or any Person publicly announces an intention to
               take or to consider taking actions which, if consummated, would
               constitute a Change in Control;

          (c)  any Person becomes the Beneficial Owner, directly or indirectly,
               of securities of the Corporation representing 15% or more of
               either the then outstanding

                                       3


               shares of common stock of the Corporation or the combined voting
               power of the Corporation's then outstanding securities (not
               including in the securities beneficially owned by such Person any
               securities acquired directly from the Corporation or its
               Affiliates); or

          (d)  the Board adopts a resolution to the effect that, for purposes of
               this Plan, a Potential Change in Control has occurred.

VIII. Administration
      --------------

      The Plan shall be administered by the Management Committee of the
      Corporation (the "Committee"). Subject to the provisions of the Plan, the
      Committee shall be authorized to interpret the Plan, to establish, amend,
      and rescind any rules and regulations relating to the Plan, and to make
      all other determinations necessary or advisable for the administration of
      the Plan. The determinations of the Committee in the effective
      administration of the Plan, as described herein, shall be final and
      conclusive.

      The Board of Directors of the Corporation, by written resolution, may
      amend, suspend, or terminate any or all provisions of the Plan at any
      time.

IX.   Other Provisions
      ----------------

      The following miscellaneous provisions are applicable to the Plan:

      (a)  Awards paid under the provisions of the Plan are considered
           pensionable earnings when paid.

      (b)  Termination of employment by a participant during the Plan Year,
           either voluntary or involuntary with cause, and for reasons other
           than death, disability, or retirement shall result in immediate
           exclusion from the Plan. For purposes of this Plan, "Retirement"
           means the termination of the participant's employment with Northern
           Trust by reason of participant having attained the age of 65 years or
           older or after the participant has qualified for an Early Retirement
           Pension under The Northern Trust Company Pension Plan. For purposes
           of this Plan, "Disability" means the participant is unable to engage
           in any substantial gainful activity by reason of any medically
           determinable physical or mental impairment which can be expected to
           result in death or which has lasted or can be expected to last for a
           continuous period of not less than 12 months.

      (c)  Except in the event of the death of a participant, the rights and
           interests of a participant under the Plan shall not be assigned,
           encumbered, or transferred.

      (d)  No employee or other person shall have any claim or right to be
           granted an award under the Plan. Neither the Plan, nor any action
           taken thereunder, shall be construed as giving any employee or other
           person any right to be retained in the employ of the Corporation.

      (e)  The Corporation shall have the right to deduct from all payments made
           under the Plan any taxes required by law to be withheld with respect
           to such payment.

                                       4


      (f)  All questions pertaining to the validity, construction and
           administration of the Plan and any award hereunder shall be
           determined in conformity with the laws of the State of Illinois.

      (g)  Each participant shall designate a beneficiary (the "Designated
           Beneficiary") to receive the award, if any, allocated to a
           participant, in the event of such participant's death. If no
           Designated Beneficiary survives the participant, it shall be the
           surviving spouse of the participant or, if there is no surviving
           spouse, it shall be the participant's estate.

                                       5

EX-10.(II)

                                                                  Exhibit 10(ii)

                                FIRST AMENDMENT
                                OF THE RESTATED
                          NORTHERN TRUST CORPORATION
                  SUPPLEMENTAL EMPLOYEE STOCK OWNERSHIP PLAN

     WHEREAS, the Northern Trust Corporation (the "Corporation") sponsors the
Restated Northern Trust Corporation Supplemental Employee Stock Ownership Plan
(the "Plan"); and

     WHEREAS, pursuant to Section 7.1 of the Plan, the Corporation has the right
to amend the Plan when the Corporation deems such amendment to be advisable; and

     WHEREAS, the Corporation deems it advisable to amend the Plan;

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Section 1.3 is hereby amended and restated in its entirety, as
follows:

          A "Change in Control" shall be deemed to have
          occurred if the event set forth in any one of the
          following paragraphs shall have occurred:

          (1)  any Person is or becomes the Beneficial Owner, directly or
          indirectly, of securities of Northern Trust Corporation (the
          "Corporation") (not including in the securities beneficially owned by
          such Person any securities acquired directly from the Corporation or
          its affiliates) representing 20% or more of the combined voting power
          of the Corporation's then outstanding securities, excluding any Person
          who becomes such a Beneficial Owner in connection with a transaction
          described in clause (i) of paragraph (3) below; or

          (2)  The election to the Board of Directors of the Corporation,
          without the recommendation or approval of two thirds of the of the
          incumbent Board of Directors of the Corporation, of the lesser of: (A)
          three directors; or (B) directors constituting a majority of the
          number of directors of the Corporation then in office, provided,
                                                                 --------
          however, that directors whose initial assumption of office is in
          -------
          connection with an actual or


               threatened election contest, including but not limited to a
               consent solicitation, relating to the election of directors of
               the Corporation will not be considered as incumbent members of
               the Board of Directors of the Corporation for purposes of this
               section; or

               (3) there is consummated a merger or consolidation of the
               Corporation or any direct or indirect subsidiary of the
               Corporation with any other company, other than (i) a merger or
               consolidation which would result in the voting securities of the
               Corporation outstanding immediately prior to such merger or
               consolidation continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity or any parent thereof), at least 60% of the
               combined voting power of the securities of the Corporation or
               such surviving entity or any parent thereof outstanding
               immediately after such merger or consolidation, or (ii) a merger
               or consolidation effected to implement a recapitalization of the
               Corporation (or similar transaction) in which no Person is or
               becomes the Beneficial Owner, directly or indirectly, of
               securities of the Corporation (not including in the securities
               Beneficially Owned by such Person any securities acquired
               directly from the Corporation or its Affiliates) representing 20%
               or more of the combined voting power of the Corporation's then
               outstanding securities; or

               (4) the stockholders of the Corporation approve a plan of
               complete liquidation or dissolution of the Corporation or there
               is consummated an agreement for the sale or disposition by the
               Corporation of all or substantially all of the Corporation's
               assets, other than a sale or disposition by the Corporation of
               all or substantially all of the Corporation's assets, the
               combined voting power of the voting securities of which are owned
               by stockholders of the Corporation in substantially the same
               proportions as their ownership of the Corporation immediately
               prior to such sale.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
     have occurred by virtue of the consummation of any transaction or series of
     integrated transactions immediately following which the record holders of
     the common stock of the Corporation immediately prior to such transaction
     or series of transactions continue to have substantially the same
     proportionate

                                       2


     ownership in an entity which owns all or substantially all of the assets of
     the Corporation immediately following such transaction or series of
     transactions.

          For purposes of this Section 1.3 and Section 1.20 (where applicable)
     the following definitions shall apply:

     "Affiliate" shall have the meaning set forth in Rule  12b-2 under Section
     12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth
     in Rule 13d-3 under the Exchange Act, except that a Person shall not be
     deemed to be the Beneficial Owner of any securities with respect to which
     such Person has properly filed a Form 13-G; "Exchange Act" shall mean the
     Securities Exchange Act of 1934, as amended from time to time; and

     "Person" shall have the meaning given in Section 3(a)(9) of the Exchange
     Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
     such term shall not include (i) the Corporation or any of its Affiliates,
     (ii) a trustee or other fiduciary holding securities under an employee
     benefits plan of the Corporation or any of its subsidiaries, (iii) an
     underwriter temporarily holding securities pursuant to an offering of such
     securities or (iv) a corporation owned, directly or indirectly, by the
     stockholders of the Corporation in substantially the same proportions as
     their ownership of stock of the Corporation.

     2.   Article 1 is hereby amended by redesignating Subsection 1.20 as
          Subsection 1.21.

     3.   Article 1 is amended by adding the following new Subsection 1.20
          thereto:

          A "Potential Change in Control" shall be deemed to have occurred if
          the event set forth in any one of the following paragraphs shall have
          occurred:

          (a)  the Corporation enters into an agreement, the consummation of
          which would result in the occurrence of a Change in Control;

          (b)  the Corporation or any Person publicly announces an intention to
          take or to consider taking actions which, if consummated, would
          constitute a Change in Control;

          (c)  any Person becomes the Beneficial Owner, directly

                                       3


          or indirectly, of securities of the Corporation
          representing 15% or more of either the then outstanding
          shares of common stock of the Corporation or the
          combined voting power of the Corporation's then
          outstanding securities (not including in the securities
          beneficially owned by such Person any securities
          acquired directly from the Corporation or its
          Affiliates); or

          (d)  the Board adopts a resolution to the effect that,
          for purposes of this Plan, a Potential Change in
          Control has occurred.

     4.   Article 3 is hereby amended by deleting the second sentence of
          subsection 3.2.

     5.   Article 4, is hereby amended by adding the following new subsection
          4.2 to read as follows:

               Notwithstanding anything in this Plan to the contrary, for a
          period of two years after the date of an occurrence of a Change in
          Control, the Corporation shall not eliminate any of the investment
          elections and choices in effect immediately prior to the Change in
          Control and shall not decrease the frequency with which Participants
          may change such investment elections. Notwithstanding the foregoing,
          in the event that an investment election is discontinued by its
          sponsor and therefore becomes unavailable to Participants, the
          Corporation shall provide a substitute election with substantially
          similar investment objectives and policies.

     6.   Article 7, Subsection 7.1 is hereby amended by adding the following
          new sentence after the last sentence thereof, to read as follows:

               Notwithstanding the foregoing, (i) for a period of two
          years after the date of an occurrence of a Change in
          Control or (ii) in the event of a Potential Change in
          Control and for a period of six (6) months following
          the Potential Change in Control, neither the Board nor
          the Committee may terminate this Plan or

                                       4


          amend this Plan in a manner that adversely affects the
          rights of any Participant of the Plan. In addition,
          after the date of the occurrence of a Change in
          Control, no amendment of Section 5.1 of the Plan shall
          be effective with respect to any Participant who is a
          Participant as of the occurrence of a Change in Control
          without the consent of such Participant.

     Except as amended hereby the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed on its behalf as of this 16th day of May, 2000.


                                             NORTHERN TRUST CORPORATION

                                             By: /s/ Peter L. Rossiter
                                                 --------------------------
                                             Name: Peter L. Rossiter
                                             Title: Executive Vice President

                                       5

EX-10.(III)

                                                                 Exhibit 10(iii)

                               SECOND AMENDMENT
                                OF THE RESTATED
                          NORTHERN TRUST CORPORATION
                      SUPPLEMENTAL THRIFT-INCENTIVE PLAN

          WHEREAS, the Northern Trust Corporation (the "Corporation") sponsors
the Restated Northern Trust Corporation Supplemental Thrift-Incentive Plan (the
"Plan"); and

          WHEREAS, pursuant to Section 7.1 of the Plan, the Corporation has the
right to amend the Plan when the Corporation deems such amendment to be
advisable; and

          WHEREAS, the Corporation deems it advisable to amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          1.   Section 1.3 is hereby amended and restated in its entirety, as
follows:

               A "Change in Control" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have occurred:

               (1)  any Person is or becomes the Beneficial Owner, directly or
               indirectly, of securities of Northern Trust Corporation (the
               "Corporation") (not including in the securities beneficially
               owned by such Person any securities acquired directly from the
               Corporation or its affiliates) representing 20% or more of the
               combined voting power of the Corporation's then outstanding
               securities, excluding any Person who becomes such a Beneficial
               Owner in connection with a transaction described in clause (i) of
               paragraph (3) below; or


               (2)  The election to the Board of Directors of the Corporation,
               without the recommendation or approval of two thirds of the
               incumbent Board of Directors of the Corporation, of the lesser
               of: (A) three directors; or (B) directors constituting a majority
               of the number of directors of the Corporation then in office,
               provided, however, that directors whose initial assumption of
               --------  -------
               office is in connection with an actual or


               threatened election contest, including but not limited to a
               consent solicitation, relating to the election of directors of
               the Corporation will not be considered as incumbent members of
               the Board of Directors of the Corporation for purposes of this
               section; or

               (3) there is consummated a merger or consolidation of the
               Corporation or any direct or indirect subsidiary of the
               Corporation with any other company, other than (i) a merger or
               consolidation which would result in the voting securities of the
               Corporation outstanding immediately prior to such merger or
               consolidation continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity or any parent thereof), at least 60% of the
               combined voting power of the securities of the Corporation or
               such surviving entity or any parent thereof outstanding
               immediately after such merger or consolidation, or (ii) a merger
               or consolidation effected to implement a recapitalization of the
               Corporation (or similar transaction) in which no Person is or
               becomes the Beneficial Owner, directly or indirectly, of
               securities of the Corporation (not including in the securities
               Beneficially Owned by such Person any securities acquired
               directly from the Corporation or its Affiliates) representing 20%
               or more of the combined voting power of the Corporation's then
               outstanding securities; or

               (4) the stockholders of the Corporation approve a plan of
               complete liquidation or dissolution of the Corporation or there
               is consummated an agreement for the sale or disposition by the
               Corporation of all or substantially all of the Corporation's
               assets, other than a sale or disposition by the Corporation of
               all or substantially all of the Corporation's assets to an
               entity, at least 60% of the combined voting power of the voting
               securities of which are owned by stockholders of the Corporation
               in substantially the same proportions as their ownership of the
               Corporation immediately prior to such sale.

         Notwithstanding the foregoing, a "Change in Control" shall not be
         deemed to have occurred by virtue of the consummation of any
         transaction or series of integrated transactions immediately following
         which the record holders of the common stock of the Corporation
         immediately prior to such transaction or series of transactions
         continue to have substantially the same proportionate

                                       2


         ownership in an entity which owns all or substantially all of the
         assets of the Corporation immediately following such transaction or
         series of transactions.

               For purposes of this Section 1.3 and 1.24 (where applicable) the
following definitions shall apply:

         "Affiliate" shall have the meaning set forth in Rule 12b-2 under
         Section 12 of the Exchange Act; "Beneficial Owner" shall have the
         meaning set forth in Rule 13d-3 under the Exchange Act, except that a
         Person shall not be deemed to be the Beneficial Owner of any securities
         with respect to which such Person has properly filed a Form 13-G;
         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time; and "Person" shall have the meaning given in
         Section 3(a)(9) of the Exchange Act, as modified and used in Sections
         13(d) and 14(d) thereof, except that such term shall not include (i)
         the Corporation or any of its Affiliates, (ii) a trustee or other
         fiduciary holding securities under an employee benefits plan of the
         Corporation or any of its subsidiaries, (iii) an underwriter
         temporarily holding securities pursuant to an offering of such
         securities or (iv) a corporation owned, directly or indirectly, by the
         stockholders of the Corporation in substantially the same proportions
         as their ownership of stock of the Corporation.

         2.    Article 1 is amended by redesignating Subsection 1.24 as
               Subsection 1.25.

         3.    Article 1 is amended by adding the following new Section 1.24 as
               follows:

               A "Potential Change in Control" shall be deemed to have occurred
         if the event set forth in any one of the following paragraphs shall
         have occurred:

               (a) the Corporation enters into an agreement, the consummation of
               which would result in the occurrence of a Change in Control;

               (b) the Corporation or any Person publicly announces an intention
               to take or to consider taking actions which, if consummated,
               would constitute a Change in Control;

                                       3


               (c) any Person becomes the Beneficial Owner, directly or
               indirectly, of securities of the Corporation representing 15% or
               more of either the then outstanding shares of common stock of the
               Corporation or the combined voting power of the Corporation's
               then outstanding securities (not including in the securities
               beneficially owned by such Person any securities acquired
               directly from the Corporation or its Affiliates); or

               (d) the Board adopts a resolution to the effect that, for
               purposes of this Plan, a Potential Change in Control has
               occurred.

         4.    Section 3.4 is hereby amended by deleting the third sentence
               thereof.

         5.    Section 4.1 is hereby amended by adding the following new
               subparagraph, after the last subparagraph thereof, to read as
               follows:

               Notwithstanding anything in this Plan to the contrary, for a
               period of two years after the date of an occurrence of a Change
               in Control, the Corporation shall not eliminate any of the
               investment elections and choices which were in effect immediately
               prior to the Change in Control and shall not decrease the
               frequency with which Participants may change such investment
               elections. Notwithstanding the foregoing, in the event that an
               investment election is discontinued by its sponsor and therefore
               becomes unavailable to Participants, the Corporation shall
               provide a substitute election with substantially similar
               investment objectives and policies.

         6.    Section 7.1 is hereby amended by adding the following new
               sentence after the last sentence thereof, to read as follows:

               Notwithstanding the foregoing, (i) for a period of two years
               after the date of an occurrence of a Change in Control or (ii) in
               the event of a Potential Change in Control and for a period of
               six (6) months following the Potential Change in Control, neither
               the Board nor the Committee may terminate this Plan or amend this
               Plan in a manner that adversely affects the rights of any
               Participant of the Plan. In addition, after the date of the
               occurrence of a Change in Control, no amendment of Section 5.1 of
               the Plan shall be effective with respect

                                       4


               to any Participant who is a Participant as of the occurrence of a
               Change in Control without the consent of such Participant.

         This First Amendment to the Plan shall be effective from and after May
16, 2000.


                                               NORTHERN TRUST CORPORATION



                                               By: /s/ Peter L. Rossiter
                                                   ---------------------------
                                               Name: Peter L. Rossiter
                                               Title: Executive Vice President

                                       5

EX-10.(IV)

                                                                  Exhibit 10(iv)

                                FIRST AMENDMENT
                                OF THE RESTATED
                          NORTHERN TRUST CORPORATION
                           SUPPLEMENTAL PENSION PLAN

         WHEREAS, the Northern Trust Corporation (the "Corporation") sponsors
the Restated Northern Trust Corporation Supplemental Pension Plan (the "Plan");
and

         WHEREAS, pursuant to Section 6.1 of the Plan, the Corporation has the
right to amend the Plan when the Corporation deems such amendment to be
advisable; and

         WHEREAS, the Corporation deems it advisable to amend the Plan;

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1.    Section 1.4 of the Plan is hereby amended and restated in its
               entirety and replaced with a new Subsection 1.4 to read as
               follows:

               A "Change in Control" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have occurred:

               (1)  any Person is or becomes the Beneficial Owner, directly or
               indirectly, of securities of Northern Trust Corporation (the
               "Corporation") (not including in the securities beneficially
               owned by such Person any securities acquired directly from the
               Corporation or its affiliates) representing 20% or more of the
               combined voting power of the Corporation's then outstanding
               securities, excluding any Person who becomes such a Beneficial
               Owner in connection with a transaction described in clause (i) of
               paragraph (3) below; or

               (2) The election to the Board of Directors of the Corporation,
               without the recommendation or approval of two thirds of the
               incumbent Board of Directors of the Corporation, of the lesser
               of: (A) three directors; or (B) directors constituting a majority
               of the number of directors of the Corporation then in office,
               provided, however, that directors whose initial assumption of
               --------  -------
               office is in connection with an actual or threatened election
               contest, including but not limited to a consent


               solicitation, relating to the election of directors of the
               Corporation will not be considered as incumbent members of the
               Board of Directors of the Corporation for purposes of this
               section; or

               (3)  there is consummated a merger or consolidation of the
               Corporation or any direct or indirect subsidiary of the
               Corporation with any other company, other than (i) a merger or
               consolidation which would result in the voting securities of the
               Corporation outstanding immediately prior to such merger or
               consolidation continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity or any parent thereof), at least 60% of the
               combined voting power of the securities of the Corporation or
               such surviving entity or any parent thereof out standing
               immediately after such merger or consolidation, or (ii) a merger
               or consolidation effected to implement a recapitalization of the
               Corporation (or similar transaction) in which no Person is or
               becomes the Beneficial Owner, directly or indirectly, of
               securities of the Corporation (not including in the securities
               Beneficially Owned by such Person any securities acquired
               directly from the Corporation or its Affiliates) representing 20%
               or more of the combined voting power of the Corporation's then
               outstanding securities; or

               (4)  the stockholders of the Corporation approve a plan of
               complete liquidation or dissolution of the Corporation or there
               is consummated an agreement for the sale or disposition by the
               Corporation of all or substantially all of the Corporation's
               assets, other than a sale or disposition by the Corporation of
               all or substantially all of the Corporation's assets to an
               entity, at least 60% of the combined voting power of the voting
               securities of which are owned by stockholders of the Corporation
               in substantially the same proportions as their ownership of the
               Corporation immediately prior to such sale.

         Notwithstanding the foregoing, a "Change in Control" shall not be
         deemed to have occurred by virtue of the consummation of any
         transaction or series of integrated transactions immediately following
         which the record holders of the common stock of the Corporation
         immediately prior to such transaction or series of transactions
         continue to have substantially the same proportionate ownership in an
         entity which owns all or substantially all of the assets of the
         Corporation immediately following such transaction or series of
         transactions.

                                       2


         For purposes of this Section 1.4 and 1.21 (where applicable) the
following definitions shall apply:

         "Affiliate" shall have the meaning set forth in Rule 12b-2 under
         Section 12 of the Exchange Act; "Beneficial Owner" shall have the
         meaning set forth in Rule 13d-3 under the Exchange Act, except that a
         Person shall not be deemed to be the Beneficial Owner of any securities
         with respect to which such Person has properly filed a Form 13-G;
         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time; and "Person" shall have the meaning given in
         Section 3(a)(9) of the Exchange Act, as modified and used in Sections
         13(d) and 14(d) thereof, except that such term shall not include (i)
         the Corporation or any of its Affiliates, (ii) a trustee or other
         fiduciary holding securities under an employee benefits plan of the
         Corporation or any of its subsidiaries, (iii) an underwriter
         temporarily holding securities pursuant to an offering of such
         securities or (iv) a corporation owned, directly or indirectly, by the
         stockholders of the Corporation in substantially the same proportions
         as their ownership of stock of the Corporation.

         2.   Article 1 is amended by redesignating Section 1.21 as Section
              1.22.

         3.   Article 1 is amended by adding the following new Section 1.21
              thereto:

              A "Potential Change in Control" shall be deemed to have
         occurred if the event set forth in any one of the following paragraphs
         shall have occurred:

              (a)  the Corporation enters into an agreement, the consummation of
              which would result in the occurrence of a Change in Control;

              (b)  the Corporation or any Person publicly announces an intention
              to take or to consider taking actions which, if consummated, would
              constitute a Change in Control;

              (c)  any Person becomes the Beneficial Owner, directly or
              indirectly, of securities of the Corporation representing 15% or
              more of either the then outstanding shares of common stock of the
              Corporation or the combined voting power of the Corporation's then
              outstanding

                                       3


              securities (not including in the securities beneficially owned by
              such Person any securities acquired directly from the Corporation
              or its Affiliates); or

              (d)  the Board adopts a resolution to the effect that, for
              purposes of this Plan, a Potential Change in Control has occurred.

         4.   Section 3.2 is hereby amended by deleting the second sentence
              thereof.

         5.   Section 6.1 is hereby amended by adding the following new sentence
              after the last sentence thereof:

              Notwithstanding the foregoing, (i) for a period of two years after
              the date of an occurrence of a Change in Control or (ii) in the
              event of a Potential Change in Control and for a period of six (6)
              months following the Potential Change in Control, neither the
              Board nor the Committee may terminate this Plan or amend this Plan
              in a manner that adversely affects the rights of any Participant
              of the Plan. In addition, after the date of the occurrence of a
              Change in Control, no amendment of Sections 3.4 or 4.2 of the Plan
              shall be effective with respect to any Participant who is a
              Participant as of the occurrence of a Change in Control without
              the consent of such Participant.

         This First Amendment to the Plan shall be effective from and after May
16, 2000.

                                       4


         IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed on its behalf as of this 16/th/ day of May, 2000.



                                                 NORTHERN TRUST CORPORATION



                                                 By: /s/ Peter L. Rossiter
                                                     ---------------------
                                                 Name: Peter L. Rossiter
                                                 Title: Executive Vice President

                                       5

EX-10.(V)

                                                                   Exhibit 10(v)

                            SECOND AMENDMENT TO THE
                          DEFERRED COMPENSATION PLANS
                                TRUST AGREEMENT

          This Second Amendment to the Northern Trust Corporation Deferred
Compensation Plans Trust Agreement (the "Trust Agreement") is made as of May 16,
2000, by and between Northern Trust Corporation (the "Company") and U.S. Trust
Company, National Association (the "Trustee"):

          WHEREAS, the Company and the Trustee entered into the Trust Agreement
as of May 11, 1998 and first amended the Trust Agreement on August 31,
1999; and

          WHEREAS, pursuant to Section 12 of the Trust Agreement, the Trust
Agreement may be amended by a written instrument executed by the Trustee
and the Company.

          NOW THEREFORE, the Trust Agreement is hereby amended as follows:

1.        A new Section 15 is added to the Trust Agreement to read as follows:

          Section 15.  Potential Change in Control.
                       ---------------------------

          (a)  Notwithstanding anything to the contrary in this Trust Agreement,
          the provisions of this Section 15 shall apply in the event of a
          Potential Change in Control (as defined below).

          (b)  For purposes of this Trust Agreement, a "Potential Change in
          Control" shall mean any of the following:

               (i)  the Company enters into an agreement, the consummation of
               which would result in the occurrence of a Change in Control (as
               such term is defined in Section 16;

               (ii) the Company or any Person (as such term is defined in
               Section 16 publicly announces an intention to take or to consider
               taking actions which, if consummated, would constitute a Change
               in Control;


     (iii) any Person becomes the Beneficial Owner (as such term is
     defined in Section 16 directly or indirectly, of securities of
     the Company representing 15% or more of either the then
     outstanding shares of common stock of the Company or the combined
     voting power of the Company's then outstanding securities (not
     including in the securities beneficially owned by such Person any
     securities acquired directly from the Company or its affiliates);
     or

     (iv)  the board of directors of the Company adopts a resolution
     to the effect that, for purposes of this Trust Agreement, a
     Potential Change in Control has occurred.

(c)  As soon as practicable following their receipt of notice from the Company
or its independent determination that a Potential Change in Control has
occurred, the Trustee shall request that the duly-appointed record-keeper for
the Trust (currently, Northern Trust Retirement Consulting, L.L.C.) provide the
Trustee and the Company, in writing, with the amount of the Unfunded Liability
(as defined below) as of a date not more than 30 days from the date of such
request. Within 30 days following the receipt of such notice, the Company shall
contribute a cash amount equal to the amount of the Unfunded Liability to the
Trust.

(d)  For purposes of this Trust Agreement, the "Unfunded Liability" as of the
date of a Potential Change in Control shall be the amount by which the aggregate
present value of each participant's account in any Plan as of such date exceeds
the fair market value of the Trust's assets as of such date. For purposes of
this Trust Agreement, a present value shall be determined using the discount
rate specified for the lump sum form of distribution specified in each Plan.
Where no rate is specified by a Plan, the present value shall be equal to the
account balance determined following normal record keeping practices.

(e)  In the event a Change in Control does not occur during the one year period
beginning on the date of a Potential Change in Control, the Company may deliver
a written request to the Trustee during the 180 day period beginning on the last
day of such one year period requesting that the Trustee return to the Company
the amount of the Unfunded Liability contributed by the Company in connection
with such Potential Change in Control. The Trustee shall be entitled to rely
upon a statement by the Company in such request that a Change in Control has not
occurred during such period and

                                       2


     shall, within a reasonable period following such request, return such
     amount of Unfunded Liability to the Company.

2.   A new Section 16 is added to the Trust Agreement as follows:

     Section 16.  Change in Control.
                  -----------------

     (a)  Notwithstanding anything to the contrary in this Trust Agreement, the
     provisions of this Section 16 shall apply in the event of a Change in
     Control.

     (b)  Immediately upon the occurrence of a Change in Control, the Company
     shall notify each Plan participant (or beneficiary) and the Trustee in
     writing of the occurrence of such Change in Control.

     (c)  As soon as reasonably practicable following their receipt of notice
     from the Company of the occurrence of a Change in Control or its
     independent determination that a Change in Control has occurred, the
     Trustee shall request that the duly-appointed record-keeper for the Trust
     (currently, Northern Trust Retirement Consulting, L.L.C.) provide the
     Trustee and the Company, in writing of the amount of the Additional
     Unfunded Liability (as defined below) as of a date not more than 30 days
     before the date such notice is given to the Company. Within 30 days
     following its receipt of such notice, the Company shall contribute a cash
     amount equal to the amount of the Additional Unfunded Liability to the
     Trust.

     (d)  For purposes of this Trust Agreement, the "Additional Unfunded
     Liability" as of the date of the Change in Control shall equal the sum of
     (a) the amount by which the aggregate present value of each participant's
     account in any Plan as of such date exceeds the fair market value of the
     Trust's assets as of such date (including any Plan which is required to be
     added to Appendix A by reason of the Change in Control);

     (e)  For purposes of this Section 16, a "Change in Control" shall be deemed
     to have occurred if the event set forth in any one of the following
     paragraphs shall have occurred:

          (1)  any Person is or becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company (not including in the
          securities beneficially owned by such Person any securities acquired
          directly from the Company or its affiliates) representing 20% or more

                                       3


          of the combined voting power of the Company's then outstanding
          securities, excluding any Person who becomes such a Beneficial Owner
          in connection with a transaction described in clause (i) of paragraph
          (3) below; or

          (2)  the election to the Board of Directors of the Company, without
          the recommendation or approval of two thirds of the incumbent Board of
          Directors of the Company, of the lesser of: (A) three directors; or
          (B) directors constituting a majority of  the number of directors of
          the Company then in office, provided, however, that directors whose
                                      --------  -------
          initial assumption of office is in connection with an actual or
          threatened election contest, including but not limited to a consent
          solicitation, relating to the election of directors of the Company
          will not be considered as incumbent members of the Board of Directors
          of the Company for purposes of this section; or

          (3)  there is consummated a merger or consolidation of the Company or
          any direct or indirect subsidiary of the Company with any other
          company, other than (i) a merger or consolidation which would result
          in the voting securities of the Company outstanding immediately prior
          to such merger or consolidation continuing to represent (either by
          remaining outstanding or by being converted into voting securities of
          the surviving entity or any parent thereof), at least 60% of the
          combined voting power of the securities of the Company or such
          surviving entity or any parent thereof outstanding immediately after
          such merger or consolidation, or (ii) a merger or consolidation
          effected to implement a recapitalization of the Company (or similar
          transaction) in which no Person is or becomes the Beneficial Owner,
          directly or indirectly, of securities of the Company (not including in
          the securities Beneficially Owned by such Person any securities
          acquired directly from the Company or its Affiliates) representing 20%
          or more of the combined voting power of the Company's then outstanding
          securities; or

          (4)  the stockholders of the Company approve a plan of complete
          liquidation or dissolution of the Company or there is consummated an
          agreement for the sale or disposition by the Company of all or
          substantially all of the Company's assets, other than a sale or
          disposition by the Company of all or substantially all of the
          Company's assets to an entity, at least 60% of the combined voting

                                       4


          power of the voting securities of which are owned by stockholders of
          the Company in substantially the same proportions as their ownership
          of the Company immediately prior to such sale.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
     have occurred by virtue of the consummation of any transaction or series of
     integrated transactions immediately following which the record holders of
     the common stock of the Company immediately prior to such transaction or
     series of transactions continue to have substantially the same
     proportionate ownership in an entity which owns all or substantially all of
     the assets of the Company immediately following such transaction or series
     of transactions.

     For purposes of this Section 16 and Section 15 (where applicable) the
following definitions shall apply:

     "Affiliate" shall have the meaning set forth in Rule  12b-2 under Section
     12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth
     in Rule 13d-3 under the Exchange Act, except that a Person shall not be
     deemed to be the Beneficial Owner of any securities with respect to which
     such Person has properly filed a Form 13-G; "Exchange Act" shall mean the
     Securities Exchange Act of 1934, as amended from time to time; and
     "Person" shall have the meaning given in Section 3(a)(9) of the Exchange
     Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
     such term shall not include (i) the Company or any of its Affiliates, (ii)
     a trustee or other fiduciary holding securities under an employee benefits
     plan of the Company or any of its subsidiaries, (iii) an underwriter
     temporarily holding securities pursuant to an offering of such securities
     or (iv) a corporation owned, directly or indirectly, by the stockholders of
     the Company in substantially the same proportions as their ownership of
     stock of the Company.

3.   A subsection (c) is added to Section 12 of the Trust Agreement to read as
follows:

          (c)  Following a Change in Control, no amendment to the Trust
     Agreement shall be made that affects the Payment Schedule or otherwise
     results in an alteration of the payment of benefits from the Trust.

                                       5


     The foregoing amendment will be effective as of the date set forth above.


                              NORTHERN TRUST CORPORATION


                              By: /s/ Peter L. Rossiter
                                  ----------------------------------
                                  Name:  Peter L. Rossiter
                                  Title: Executive Vice President


                              U.S. TRUST COMPANY, NATIONAL
                              ASSOCIATION, as Trustee


                              By: /s/ Dennis M. Kunisaki
                                  ----------------------------------
                                  Name:  Dennis M. Kunisaki
                                  Title: Senior Vice President

                                       6

EX-10.(VI)

                                                                  Exhibit 10(vi)


                            FIRST AMENDMENT TO THE
                          NORTHERN TRUST CORPORATION
                          DEFERRED COMPENSATION PLAN

     WHEREAS, Northern Trust Corporation (the "Company") has adopted the
Northern Trust Corporation Deferred Compensation Plan (the "Plan") for the
purpose of providing deferred compensation to a select group of management or
highly compensated employees of the Company, effective as May 1, 1998;

     WHEREAS, pursuant to Section 7.1 of the Plan, the Company has the right to
amend the Plan when, in the sole discretion of the Company, such amendment is
advisable; and

     WHEREAS, the Company deems it necessary and advisable to amend the Plan.

     NOW, THEREFORE,  the Plan is hereby amended as follows:

1.   A new Section 1.17 is added to the Plan to read as follows:

           Section 1.17. "Affiliate" shall have the meaning set forth in Rule
     12b-2 under Section 12 of the Exchange Act.

2.   A new Section 1.18 is added to the Plan to read as follows:

           Section 1.18. "Beneficial Owner" shall have the meaning set forth in
     Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed
     to be the Beneficial Owner of any securities with respect to which such
     Person has properly filed a Form 13-G.

3.   A new Section 1.19 is added to the Plan to read as follows:

           Section 1.19. "Change in Control" means the occurrence of any of the
     events set forth in any one of the following paragraphs:

               (1)  any Person is or becomes the Beneficial Owner, directly
     or indirectly, of securities of the Company (not including in the
     securities beneficially owned by such Person any securities acquired
     directly from the


     Company or its affiliates) representing 20% or more of the combined voting
     power of the Company's then outstanding securities, excluding any Person
     who becomes such a Beneficial Owner in connection with a transaction
     described in clause (i) of paragraph (3) below; or

               (2)  The election to the Board of Directors of the Company,
          without the recommendation or approval of two thirds of the
          incumbent Board of Directors of the Company, of the lesser of: (A)
          three directors; or (B) directors constituting a majority of  the
          number of directors of the Company then in office, provided, however,
                                                             --------  -------
          that directors whose initial assumption of office is in connection
          with an actual or threatened election contest, including but not
          limited to a consent solicitation, relating to the election of
          directors of the Company will not be considered as incumbent members
          of the Board of Directors of the Company for purposes of this section;
          or

               (3)  there is consummated a merger or consolidation of the
          Company or any direct or indirect subsidiary of the Company with any
          other company, other than (i) a merger or consolidation which would
          result in the voting securities of the Company outstanding immediately
          prior to such merger or consolidation continuing to represent (either
          by remaining outstanding or by being converted into voting securities
          of the surviving entity or any parent thereof), at least 60% of the
          combined voting power of the securities of the Company or such
          surviving entity or any parent thereof outstanding immediately after
          such merger or consolidation, or (ii) a merger or consolidation
          effected to implement a recapitalization of the Company (or similar
          transaction) in which no Person is or becomes the Beneficial Owner,
          directly or indirectly, of securities of the Company (not including in
          the securities Beneficially Owned by such Person any securities
          acquired directly from the Company or its Affiliates) representing 20%
          or more of the combined voting power of the Company's then outstanding
          securities; or

               (4)  the stockholders of the Company approve a plan of
          complete liquidation or dissolution of the Company or there is
          consummated an agreement for the sale or disposition by the Company of
          all or substantially all of the Company's assets, other than a sale or
          disposition by the Company of all or substantially all of

                                       2


          the Company's assets to an entity, at least 60% of the combined voting
          power of the voting securities of which are owned by stockholders of
          the Company in substantially the same proportions as their ownership
          of the Company immediately prior to such sale.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
     have occurred by virtue of the consummation of any transaction or series of
     integrated transactions immediately following which the record holders of
     the common stock of the Company immediately prior to such transaction or
     series of transactions continue to have substantially the same
     proportionate ownership in an entity which owns all or substantially all of
     the assets of the Company immediately following such transaction or series
     of transactions.

4.   A new Section 1.20 is added to the Plan to read as follows:

           Section 1.20. "Exchange Act" shall mean the Securities Exchange Act
     of 1934, as amended from time to time.

5.   A new Section 1.21 is added to the Plan to read as follows:

           Section 1.21. "Person shall have the meaning given in Section 3(a)(9)
     of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
     thereof, except that such terms shall not include (i) the Company or any of
     its Affiliates, (ii) a trustee or other fiduciary holding securities under
     an employee benefit plan of the Company or any of its subsidiaries, (iii)
     an underwriter temporarily holding securities pursuant to an offering of
     such securities or (iv) a corporation owned, directly or indirectly, by the
     stockholders of the Company in substantially the same proportions as their
     ownership of stock of the Company.

6.   A new Section 4.3 is added to the Plan to read as follows:

           Section 4.3.  Minimum Rate of Investment Return.  Following the date
                         ---------------------------------
     of a Change in Control, notwithstanding anything to the contrary herein,
     each Participant's Deferred Compensation Account shall be credited with a
     minimum annual investment return with respect to any calendar year (or
     portion thereof) at least equal to the average yield (as determined at
     auction) with respect to the 52 week United States Treasury bills issued
     during the previous calendar year, plus 50 basis points.

                                       3


7.   A new sentence is added to Section 7.2 of the Plan to read as follows:

     Following a Change in Control, no amendment to the Plan shall directly or
     indirectly effect the minimum rate of investment return set forth in
     Section 4.3 hereof.

     This First Amendment to the Northern Trust Corporation Deferred
Compensation Plan shall be effective from and after May 16, 2000.


                              NORTHERN TRUST CORPORATION


                              By: /s/Peter L. Rossiter
                                 ------------------------------
                                  Name:  Peter L. Rossiter
                                  Title: Executive Vice President

                                       4

EX-10.(VII)

                                                                 Exhibit 10(vii)
                            AMENDMENT NUMBER ELEVEN
                                      TO
                                NORTHERN TRUST
                         EMPLOYEE STOCK OWNERSHIP PLAN


WHEREAS, The Northern Trust Company (the "Company") maintains the Northern Trust
Employee Stock Ownership Plan, as amended and restated effective January 1, 1989
(the "Plan");

WHEREAS, amendment of the Plan is deemed desirable;

NOW, THEREFORE, by virtue and in exercise of the amending power reserved to the
Company under Section 13.1 of the Plan, and pursuant to the authority delegated
to the undersigned officer by resolutions of the Board of Directors dated
February 15, 2000, the Plan is hereby amended as follows:

Effective April 1, 2000, Schedule A is amended to add "Northern Trust Company of
Connecticut (`NTCC') / Northern Trust Global Advisors, Inc (`NTGA') Acquired:
10/31/95" to the Affiliate Name Column and "DOH w/NTCC or NTGA (before or after
acquisition)" to the ESOP Earliest Vesting Date Column.


IN WITNESS WHEREOF, the Company has caused this amendment to be executed on its
behalf by the undersigned officer this  5/th/ day of April, 2000.



/s/ Martin J. Joyce, Jr.
- ------------------------
Martin J. Joyce, Jr.
Senior Vice President

EX-27

 



<ARTICLE> 9
<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                       1,932,591
<INT-BEARING-DEPOSITS>                       4,032,343
<FED-FUNDS-SOLD>                               249,614
<TRADING-ASSETS>                                12,202
<INVESTMENTS-HELD-FOR-SALE>                 10,397,812
<INVESTMENTS-CARRYING>                         788,973
<INVESTMENTS-MARKET>                           775,282
<LOANS>                                     17,280,683
<ALLOWANCE>                                    159,310
<TOTAL-ASSETS>                              36,848,083
<DEPOSITS>                                  22,312,169
<SHORT-TERM>                                 8,606,454
<LIABILITIES-OTHER>                          1,080,867
<LONG-TERM>                                  2,543,700
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                    120,000
<COMMON>                                       379,869
<OTHER-SE>                                   1,805,024
<TOTAL-LIABILITIES-AND-EQUITY>              36,848,083
<INTEREST-LOAN>                                544,945
<INTEREST-INVEST>                              272,164
<INTEREST-OTHER>                               118,591
<INTEREST-TOTAL>                               935,700
<INTEREST-DEPOSIT>                             388,800
<INTEREST-EXPENSE>                             655,488
<INTEREST-INCOME-NET>                          280,212
<LOAN-LOSSES>                                   14,000
<SECURITIES-GAINS>                                  21
<EXPENSE-OTHER>                                664,328
<INCOME-PRETAX>                                357,214
<INCOME-PRE-EXTRAORDINARY>                     236,332
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   236,332
<EPS-BASIC>                                       1.06
<EPS-DILUTED>                                     1.01
<YIELD-ACTUAL>                                    2.08
<LOANS-NON>                                     54,375
<LOANS-PAST>                                    25,533
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                               150,945
<CHARGE-OFFS>                                    6,156
<RECOVERIES>                                       521
<ALLOWANCE-CLOSE>                              159,310
<ALLOWANCE-DOMESTIC>                           127,758
<ALLOWANCE-FOREIGN>                              4,214
<ALLOWANCE-UNALLOCATED>                         27,338


 

EX-99.(I)

                                                                   Exhibit 99(i)


                          Northern Trust Corporation
                        Corporate Governance Guidelines
                Adopted by the Board of Directors May 16, 2000


A.   Composition of the Board of Directors
     -------------------------------------

     1.   Size. In recent years, the Board has had between 12 and 16 members. A
          ----
size in this range makes the Board large enough to allow for a diversity of
perspectives and backgrounds without being so large as to impede effective
discussion. The quality of the individuals serving and the overall balance of
the Board is more important than the precise number of members, and these
considerations could lead from time to time to a Board outside this range.


     2.   Independence. A substantial majority of the Board should consist of
          ------------
directors who are not employed by the Corporation and whose other relationships
with the Corporation are not such that, in the Board's judgment, their
effectiveness as directors would be impaired. The Board would not expect to have
more than one or two employee directors except in unusual circumstances, such as
during a transition in leadership.


     3.   Retirement. No director may stand for election to the Board after his
          ----------
or her 70th birthday. It is also expected that employee directors will resign
from the Board at the time they resign or retire from the Corporation.


     4.   Candidates. The Board as a whole is responsible for selecting
          ----------
candidates for director. The Corporate Governance Committee, with the active
involvement of the Chief Executive Officer, is responsible for screening and
recommending candidates. In discharging this responsibility, the Committee
periodically evaluates the Board's effectiveness and

                                      -1-


composition, including matters such as the business and professional
backgrounds, age, current employment, community service and other board service
of members as well as racial, ethnic and gender diversity. Although the
Committee will consider length of service in recommending candidates for re-
election, the Board does not believe that adopting a set term limit for
directors serves the interests of the Corporation.

     5.   Leadership. The Board should remain free to configure leadership of
          ----------
the Board and the Corporation in the way that best serves the Corporation's
interests at the time and, accordingly, has no fixed policy with respect to
combining or separating the offices of Chairman and CEO.

     6.   Compensation. Director compensation should be set by the Board. The
          ------------
Compensation and Benefits Committee, with the assistance of the Corporation's
staff, reviews the amount and composition of director compensation from time to
time and makes recommendations to the Board when it concludes changes are
needed.

B.   Meeting Preparation and Procedures.
     ----------------------------------

     1.   Agendas. The Chairman of the Board is responsible for setting and
          -------
circulating in advance an agenda for each meeting. Any director may suggest
items for inclusion on the agenda. The Board expects that meeting agendas will
include on a regular basis a review of financial performance and a review of the
Corporation's business strategies and practices.


     2.   Meeting Materials. Materials with respect to matters on which action
          -----------------
is expected to be taken are circulated to the Board at least several days in
advance of the meeting whenever possible. Financial reports, certain Committee
minutes and other background materials are also circulated in advance of the
meeting and during months when the Board is not scheduled to meet.

                                      -2-


     3.   Access to Employees. The Board expects that senior officers of the
          -------------------
Corporation will regularly attend Board and Committee meetings, present
proposals and otherwise assist in the work of the Board. Members of the Board
have direct access to any of the Corporation's employees.

C.   Committees of the Board
     -----------------------

     1.   Numbers and Composition of Committees. The Corporation currently has
          -------------------------------------
six standing committees: Audit, Business Risk, Business Strategy, Compensation
and Benefits, Corporate Governance, and Executive. Employees of the Corporation
do not serve on any Committee other than the Executive Committee, although the
staff work needed for each Committee is coordinated by a designated officer. The
responsibilities of each Committee and any membership requirements are contained
in the Corporation's by-laws or a charter approved by the Board. The Corporation
complies with all Nasdaq Stock Market and regulatory requirements concerning the
membership of certain Committees, including those with respect to independence.
The Corporate Governance Committee reviews the committee structure of the Board
and the membership of the various committees at least annually and makes
recommendations for any changes to the Board.

     2.   Committee Chairmen and Membership. The Chairmanship of all Committees
          ---------------------------------
other than the Executive Committee, which the Chief Executive Officer will
normally chair, should change at least every five years. These changes should be
sequenced so that the leadership of no more than one or two of these Committees
changes in any given year. There should also be a regular rotation in membership
of the Committees, balancing in each set of changes the need for fresh
perspective with the need for continuity.

     3.   Committee Meeting Procedures. In consultation with the Chairman of the
          ----------------------------
Board and the executive officer responsible for supporting each Committee, the
Committee Chairman determines the frequency of meetings and the agenda for each
meeting. The agenda and any background materials are circulated in advance
whenever practical. The Committee Chairmen report to the full Board after each
meeting, and

                                      -3-


minutes of the Audit, Business Risk, Business Strategy and Corporate Governance
Committees are circulated to the full Board.

D.   Role with Respect to Management
     -------------------------------

     1.   Evaluation of Senior Officers. A key responsibility of the Board is to
          -----------------------------
monitor the performance of the CEO and, in consultation with the CEO, the
performance of other senior officers. The Compensation and Benefits Committee
conducts a formal review annually and reports to the Board.

     2.   Succession Planning. The CEO discusses succession planning annually
          -------------------
with the Compensation and Benefits Committee and, together with the Chairman of
that Committee, reviews the discussion with the Board.

     3.   Communication. Management speaks for the Corporation. Inquiries from
          -------------
institutional investors, the press and others should be referred to the CEO or
other appropriate officers. Individual directors may from time to time meet with
various constituencies of the Corporation, but the Board expects that this would
be done only with its concurrence or that of management.

                                      -4-