8-A12B

                    SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC 20549

                                __________


                                 FORM 8-A

                  FOR REGISTRATION OF CERTAIN CLASSES OF 
               SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                                __________


                          REYNOLDS METALS COMPANY
          (Exact name of registrant as specified in its charter)


          Delaware                                54-0355135
     (State of incorporation                 (I.R.S. employer
         or organization)                   identification no.)


                6601 West Broad Street, Richmond, VA 23230
       (Address, including zip code, of principal executive offices)

                                __________


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                Name of each exchange on which
to be so registered                each class is to be registered

Common Stock,                      Chicago Stock Exchange
  without par value

Preferred Stock                    Chicago Stock Exchange
  Purchase Rights

Securities to be registered pursuant to Section 12(g) of the Act:  
None



              INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.   Description of Registrant's Securities to be
          Registered.

                                  GENERAL

     The Registrant is authorized to issue 200,000,000 shares of Common
Stock, without par value ("Common Stock"), 20,000,000 shares of Preferred
Stock, without par value ("Preferred Stock"), and 1,000,000 shares of
Second Preferred Stock, $100 par value ("Second Preferred Stock").  Shares
of Preferred Stock and Second Preferred Stock are issuable in series, with
such designations, preferences, rights, qualifications, limitations and
restrictions as the Registrant's Board of Directors may determine in
resolutions providing for their issuance.  The Board of Directors and the
1993 Preferred Stock Committee thereof have adopted resolutions authorizing
the issuance of 11,000,000 shares of Preferred Stock of a series designated
as "7% PRIDES"*, Convertible Preferred Stock" ("PRIDES"), each share of
PRIDES having a stated value of $47.25 per share.  As of February 16, 1994,
there were issued, outstanding and entitled to vote 60,777,480 shares of
Common Stock and 11,000,000 shares of PRIDES.  No shares of Second
Preferred Stock are outstanding.

     The Board of Directors has adopted resolutions providing for the
issuance of a Series A Junior Participating Preferred Stock, without par
value (the "Series A Preferred Stock"), issuable upon the occurrence of
certain events, as described below under "PREFERRED STOCK PURCHASE RIGHTS". 
A total of 2,000,000 shares of Series A Junior Participating Preferred
Stock have been authorized, designated and reserved for issuance.

     Each outstanding share of Common Stock has attached one Preferred
Stock Purchase Right, which entitles the record holder to purchase from the
Registrant upon the occurrence of certain events, as described below under
"PREFERRED STOCK PURCHASE RIGHTS", one one-hundredth of a share of the
Series A Preferred Stock, subject to adjustment in certain circumstances.

     The Common Stock and the Preferred Stock Purchase Rights are being
registered hereby.

                               COMMON STOCK

Dividend Rights and Restrictions on Payment of Dividends

     Holders of Common Stock are entitled to receive dividends, when and as
declared by the Board of Directors, subject to restrictions which may be
imposed by (i) resolutions providing for the issuance of series of
Preferred Stock (including the PRIDES) or Second Preferred Stock; and
(ii) certain credit agreements of the Registrant, as described below. 
Dividends on Preferred Stock and Second Preferred Stock may be cumulative,
and no payments or distributions (except in Common Stock or other junior
stock) may be made on Common Stock, nor may any Common Stock be acquired by
the Registrant, unless all past and current dividends on Preferred Stock
and Second Preferred Stock have been paid or provided for.  Under certain
of the Company's credit agreements, the Company may not declare or pay
dividends on, make any payment on account of, or set apart assets for a
sinking or other analogous fund for the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of capital stock of the
Company, nor may the Company make any other distribution in respect
thereof, if specified events of default (including payment defaults and
events relating to bankruptcy, insolvency or reorganization) have occurred
and are continuing.  No such events of default have occurred.

Voting Rights

     The Registrant's By-Laws provide that, except where, and to the extent
that, a different percentage of votes and/or a different exercise of voting
power is prescribed by law, the Registrant's Certificate of Incorporation
or its By-Laws, all elections and other questions shall be decided by the
vote of stockholders, present in person or by proxy and entitled to vote,
representing a majority of the votes cast.  Holders of Common Stock are
entitled to one vote for each share held of record and are not entitled to
cumulate votes for the election of directors.  Holders of Common Stock have
voting powers on all matters requiring approval of stockholders, other than
certain matters subject to the voting rights of holders of Preferred Stock
and Second Preferred Stock to the extent provided in the applicable
resolutions authorizing their issuance or otherwise under Delaware law.

Liquidation Rights

     In the event of liquidation, dissolution or winding up of the
Registrant, holders of Common Stock are entitled to share ratably in the
assets of the Registrant remaining after payment or provision for payment
of all the Registrant's debts and other liabilities and after the holders
of any outstanding series of Preferred Stock (including the PRIDES) and
Second Preferred Stock have been paid the full preferential amounts due
them.  Any preferential rights to be accorded holders of Preferred Stock
and Second Preferred Stock will be set forth in resolutions of the Board of
Directors authorizing issuance of the applicable series.

Preemptive Rights; Assessability

     Holders of Common Stock have no preemptive or conversion rights and
there are no redemption or sinking fund provisions applicable thereto.  The
outstanding shares of Common Stock are fully paid and non-assessable.

Transfer Agent and Registrar

     The transfer agent and registrar for the Common Stock is Mellon
Securities Trust Company, 85 Challenger Road, Overpeck Centre, Ridgefield
Park, New Jersey 07660.

PRIDES

     On January 25, 1994, the Registrant issued 11,000,000 shares of
PRIDES, which rank prior to the Common Stock as to payment of dividends and
distribution of assets upon liquidation.  The designation, powers,
preferences and relative participating, optional or other special rights,
and the qualifications, limitations or restrictions thereof, in addition to
those otherwise set forth in the Registrant's Restated Certificate of
Incorporation, are set forth in a Certificate of Designations, Preferences,
Rights and Limitations dated January 20, 1994 which is included in the
Registrant's Restated Certificate of Incorporation.

     Holders of shares of PRIDES are entitled to receive annual cumulative
dividends at a rate per annum of 7% of the stated value payable quarterly
in arrears on each April 1, July 1, October 1 and December 31, commencing
April 1, 1994.  No payments or distributions (except in Common Stock or
other junior stock) may be made on Common Stock, nor may any Common Stock
be acquired by the Registrant, unless all past and current dividends on the
PRIDES have been paid or provided for.

     Unless previously either redeemed or converted, as described below,
each outstanding share of PRIDES will mandatorily convert into one share of
Common Stock, subject to adjustment in certain events, on December 31, 1997
(the "Mandatory Conversion Date").

     At any time on or after December 31, 1996 until immediately before the
Mandatory Conversion Date, the Registrant may redeem any or all of the
outstanding shares of PRIDES.  Upon any such redemption, each holder will
receive, in exchange for each share of PRIDES, the number of shares of
Common Stock equal to the sum of (i) $48.077, declining after December 31,
1996 to $47.25 until the Mandatory Conversion Date, and (ii) all accrued
and unpaid dividends thereon (the "Call Price") divided by the current
market price of the Common Stock on the applicable date of determination,
but in no event less than .82 of a share of Common Stock.  The Registrant
may be expected to redeem shares of PRIDES if, among other circumstances,
the current market price of the Common Stock exceeds the Call Price.

     At any time before the Mandatory Conversion Date, unless previously
redeemed, each share of PRIDES is convertible at the option of the holder
thereof into .82 of a share of Common Stock, equivalent to a conversion
price of $57.622 per share of Common Stock, subject to certain adjustments.

     The holders of shares of PRIDES will have the right with the holders
of Common Stock to vote in the election of Directors and upon each other
matter coming before any meeting of the holders of Common Stock on the
basis of 4/5 of a vote for each share of PRIDES.  On such matters, the
holders of shares of PRIDES and the holders of Common Stock will vote
together as one class except as otherwise provided by law or the
Registrant's Restated Certificate of Incorporation.  In addition, (i) in
the event that dividends on the shares of PRIDES or any other series of
Preferred Stock with like voting rights are in arrears and unpaid for six
quarterly dividend periods, and in certain other circumstances, the holders
of shares of PRIDES (voting separately as a class with holders of all other
series of outstanding Preferred Stock upon which like voting rights have
been conferred and are exercisable) will be entitled to vote, on the basis
of one vote for each share of PRIDES, for the election of two Directors of
the Registrant, such Directors to be in addition to the number of Directors
constituting the Board of Directors immediately before the accrual of such
right, and (ii) the holders of the shares of PRIDES will have voting rights
with respect to certain alterations of the Registrant's Restated
Certificate of Incorporation and certain other matters, voting on the same
basis or separately as a series.

     The liquidation preference of each share of PRIDES is an amount equal
to the sum of (i) $47.25 and (ii) all accrued and unpaid dividends thereon.

                      PREFERRED STOCK PURCHASE RIGHTS

     On November 20, 1987, the Board of Directors of the Registrant
declared a dividend distribution of one Preferred Stock Purchase Right (a
"Right") for each outstanding share of Common Stock to stockholders of
record at the close of business on December 1, 1987, and one Right has been
delivered with each share of Common Stock issued since December 1, 1987. 
The Rights are attached to, and trade with, the Common Stock.

     The description and terms of the Rights are set forth in a Rights
Agreement, dated as of November 23, 1987 (the "Rights Agreement"), between
the Registrant and The Chase Manhattan Bank, N.A. ("Chase"), as amended. 
Mellon Securities Trust Company succeeded Chase as Rights Agent under the
Rights Agreement effective January 1, 1992.

     The Registrant hereby incorporates by reference the description of the
Rights contained in the Registration Statement on Form 8-A dated November
23, 1987 pertaining to the Rights, which description is attached hereto as
Exhibit 7.

               DELAWARE GENERAL CORPORATION LAW SECTION 203

     The Registrant is subject to the provisions of Section 203 of the
General Corporation Law of the State of Delaware ("DGCL Section 203"), the
"business combination" statute.  In general, the statute prohibits a public
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless
(i) prior to such date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder, (ii) upon consummation of
the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced
(excluding certain shares described in DGCL Section 203), or (iii) on or
after such date, the business combination is approved by the board of
directors of the corporation and authorized at an annual or special meeting
of stockholders and by the affirmative vote of at least two-thirds of the
outstanding voting stock that is not owned by the "interested stockholder". 
"Business combination" is defined to include mergers, asset sales and
certain other transactions resulting in a financial benefit to a
stockholder.  An "interested stockholder" is defined generally as a person
who, together with affiliates and associates, owns (or, within the prior
three years, did own) 15% or more of a corporation's voting stock.  The
Registrant's Restated Certificate of Incorporation does not exclude the
Registrant from the restrictions imposed under DGCL Section 203.  Thus,
such statute could prohibit or delay the accomplishment of mergers or other
takeover or change in control attempts with respect to the Registrant and,
accordingly, may discourage attempts to acquire the Registrant.

                        ADVANCE NOTICE REQUIREMENTS

     The Registrant's By-Laws require advance written notice of any
business to be conducted at an annual or special meeting of the
stockholders (other than business included in the proxy materials or
brought before the meeting by or at the direction of the Board of Directors
or of the officer presiding over the meeting).  For such business to be
properly before the meeting, the notice must contain certain information
concerning the item of business and the proposing stockholder.  The notice
must be received by the Secretary of the Registrant (i) in the case of a
special meeting, not more than 10 days after the date of the Registrant's
written notice of the meeting and (ii) in the case of an annual meeting,
not less than 30 days before the anniversary date of the Registrant's
written notice of the previous year's annual meeting.  These requirements
could have the effect of preventing a stockholder who had not furnished the
necessary notice from attempting to nominate directors or conduct business
from the floor during the course of the meeting and could therefore impair
such stockholder's ability to use such methods in connection with a
proposed takeover of the Registrant.


Item 2.   Exhibits.

     1.   Restated Certificate of Incorporation, as amended to the date
hereof

     2.   By-Laws, as amended to the date hereof

    *3.   Form of 7% PRIDES, Convertible Preferred Stock certificate. 
(File No. 1-1430, Form 8-K Report dated January 18, 1994, Exhibit 4(b))

    *4.   Form of Common Stock certificate.  (Registration Statement No.
33-66032 on Form S-8, dated July 15, 1993, Exhibit 4.2)

    *5.   Rights Agreement dated as of November 23, 1987 (the "Rights
Agreement") between Reynolds Metals Company and The Chase Manhattan Bank,
N.A.  (File No. 1-1430, Registration Statement on Form 8-A dated November
23, 1987, pertaining to Preferred Stock Purchase Rights, Exhibit 1)

    *6.   Amendment No. 1 dated as of December 19, 1991 to the Rights
Agreement.  (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11)

     7.   Description of Preferred Stock Purchase Rights contained in
Registration Statement on Form 8-A dated November 23, 1987, pertaining to
Preferred Stock Purchase Rights

______________
*   Incorporated by reference



                                 SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                                   REYNOLDS METALS COMPANY



                                   By D. Michael Jones
                                      D. Michael Jones
                                      Vice President, General
                                      Counsel and Secretary

Date:  February 23, 1994



                               EXHIBIT INDEX


    EXHIBIT                                                 SEQUENTIAL
      NO.      DESCRIPTION OF EXHIBIT                        PAGE NO.

       1.      Restated Certificate of Incorporation,          _____        
               as amended to the date hereof

       2.      By-Laws, as amended to the date hereof          _____

      *3.      Form of 7% PRIDES, Convertible Preferred
               Stock certificate.  (File No. 1-1430, 
               Form 8-K Report dated January 18, 1994, 
               Exhibit 4(b))

      *4.      Form of Common Stock certificate.  
               (Registration Statement No. 33-66032 
               on Form S-8, dated July 15, 1993, 
               Exhibit 4.2)

      *5.      Rights Agreement dated as of November 23, 
               1987 (the "Rights Agreement") between 
               Reynolds Metals Company and The Chase 
               Manhattan Bank, N.A.  (File No. 1-1430,
               Registration Statement on Form 8-A dated 
               November 23, 1987, pertaining to Preferred 
               Stock Purchase Rights, Exhibit 1)

      *6.      Amendment No. 1 dated as of December 19, 
               1991 to the Rights Agreement.  (File No. 
               1-1430, 1991 Form 10-K Report, Exhibit 4.11)

       7.      Description of Preferred Stock Purchase         _____
               Rights contained in Registration Statement
               on Form 8-A dated November 23, 1987,
               pertaining to Preferred Stock Purchase
               Rights
______________
*   Incorporated by reference




F:\BFH\SEC\8-A\FORM8-A.CHX

EX-1

                                                           EXHIBIT 1

                                   RESTATED
                                       
                         CERTIFICATE OF INCORPORATION
                                       
                                      of
                                       
                            REYNOLDS METALS COMPANY
                                       
                                  ___________
                                       
                                 INTRODUCTION

             This Restated Certificate of Incorporation has been duly adopted
by the Board of Directors of Reynolds Metals Company in accordance with
Section 245 of the General Corporation Law of the State of Delaware.  It only
restates and integrates, and does not further amend, the provisions of the
corporation's Certificate of Incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and this
Restated Certificate of Incorporation.  The corporation's original Certificate
of Incorporation was filed with the Delaware Secretary of State on July 18,
1928.  
                                       
                                       
                                   ARTICLE I
                                       
                                       
                        The name of the corporation is
                                       
                            REYNOLDS METALS COMPANY


                                  ARTICLE II

             Its registered office in the State of Delaware is located at
1013 Centre Road, in the City of Wilmington, County of New Castle, Delaware. 
The name and address of its registered agent is CORPORATION SERVICE COMPANY, a
corporation of the State of Delaware, located at 1013 Centre Road, Wilmington,
New Castle County, Delaware.


                                  ARTICLE III

             The nature of the business and the objects and purposes proposed
to be transacted, promoted or carried on are:

             1.   To manufacture, purchase, or otherwise acquire, hold, own,
mortgage, pledge, sell, lease, assign and transfer, or otherwise dispose of,
to invest, trade, deal in and deal with, goods, wares and merchandise and real
and personal property of every class and description.

             2.   To erect, or cause to be erected, on any lands owned, held,
and occupied by the corporation, buildings or other structures with their
appurtenances and to rebuild, enlarge, alter, or improve any buildings or
other structures now, or hereafter erected, on any lands so owned, held, or
occupied.

             3.   To enter into, make and perform contracts of every kind for
any lawful purpose with any person, firm, association or corporation,
municipality, body politic, country, territory, State, government or colony or
dependency thereof.

             4.   To acquire the goodwill, rights and property and the whole
or any part of the assets, tangible or intangible, and to undertake or in any
way assume the liabilities of any person, firm, association or corporation; to
pay for the said goodwill, rights, property, and assets in cash, the stock of
this company, bonds or otherwise, or by undertaking the whole or any part of
the liabilities of the transferor; to hold or in any manner to dispose of the
whole or any part of the property so purchased; to conduct in any lawful
manner the whole or any part of any business so acquired, and to exercise all
the powers necessary or convenient in and about the conduct and management of
such business.

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

             6.   To guarantee, purchase, receive, hold, own, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of capital stock,
bonds, mortgages, debentures, notes or other securities, obligations,
contracts or evidences of indebtedness of any corporation, company or
association (organized under the laws of this State or any other State,
country, nation or government) or of any state, country, nation, municipality,
government or a body politic; to receive, collect and dispose of interest,
dividends and income upon, of and from any of the bonds, mortgages,
debentures, notes, shares of capital stock, securities, obligations,
contracts, evidences of indebtedness and other property held or owned by it
and to exercise in respect of all such bonds, mortgages, debentures, notes,
shares of capital stock, securities, obligations, contracts, evidences of
indebtedness and other property any and all rights, powers and privileges of
individual ownership thereof, including the right to vote thereon.


             7.   Without limit as to amount to draw, make, accept, endorse,
discount, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or transferable instruments
and evidences of indebtedness whether secured by mortgage or otherwise, as
well as to secure the same by mortgage or otherwise, so far as may be
permitted by the laws of the State of Delaware.

             8.   To purchase, in so far as the same may be done without
impairing the capital of the corporation, and to hold, pledge and reissue
shares of its own capital stock; but such stock, so acquired and held, shall
not be entitled to vote nor to receive dividends.

             9.   To have one or more offices, conduct its business and
promote its objects within and without the State of Delaware, in other States,
the District of Columbia, the territories, colonies and dependencies of the
United States, and in foreign countries, without restriction as to place or
amount, but subject to the laws of such State, District, territory, colony,
dependency or country.

             10.  To do any or all of the things herein set forth to the same
extent as natural persons might or could do and in any part of the world, as
principals, agents, contractors, trustees, or otherwise, and either alone or
in company with others.

             11.  In general to carry on any other business in connection
therewith, whether manufacturing or otherwise, not forbidden by the laws of
the State of Delaware, and with all the powers conferred upon corporations by
the laws of the State of Delaware.

             But if this corporation shall undertake to do any of the things
hereinabove set forth in any State other than Delaware, in the District of
Columbia, in any territory, colony, or dependency of the United States, or in
any foreign country or in any colony or dependency thereof, then as to such
jurisdictions and each of them this corporation shall be deemed to have such
powers in so far only as such jurisdictions respectively permit corporations
within their several respective jurisdictions to be organized for or to
execute such powers.

             It is the intention that each of the objects, purposes and
powers specified in each of the paragraphs of this third article of this
Certificate of Incorporation shall, except where otherwise specified, be
nowise limited or restricted by reference to or inference from the terms of
any other paragraph or of any other article in this Certificate of
Incorporation, but that the objects, purposes and powers specified in this
article and in each of the articles or paragraphs of this Certificate shall be
regarded as independent objects, purposes and powers, and the enumeration of
specific purposes and powers shall not be construed to restrict in any manner
the general terms and powers of this corporation, nor shall the expression of
one thing be deemed to exclude another, although it be of like nature.


                                  ARTICLE IV

             The total number of shares of stock of all classes that may be
issued by the Corporation is Two Hundred Twenty-one Million (221,000,000)
shares, of which Twenty Million (20,000,000) shares shall be preferred stock
without par value and shall be designated "Preferred Stock", One Million
(1,000,000) shares shall be second preferred stock of the par value of One
Hundred Dollars ($100.00) each and shall be designated "Second Preferred
Stock" and Two Hundred Million (200,000,000) shares shall be common stock
without par value and shall be designated "Common Stock".

                              I.  PREFERRED STOCK

             1.   The Preferred Stock may be issued in one or more series,
from time to time, with each such series to have such designation, powers,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors of the Corporation (referred to
herein as the "Issuing Resolution" for such series), subject to the
limitations prescribed by law and in accordance with the provisions hereof,
the Board of Directors being hereby expressly vested with authority to adopt
any such resolution or resolutions.

             2.   The authority of the Board of Directors with respect to
each series of the Preferred Stock shall include, but not be limited to, the
determination or fixing of the following:

                  (a)  The distinctive designation and number of shares
             comprising such series, which number may (except where otherwise
             provided by the Board of Directors in creating such series) be
             increased or decreased (but not below the number of shares then
             outstanding) from time to time by like action of the Board of
             Directors;

                  (b)  The dividend rate of such series, the conditions upon
             which and times at which such dividends shall be payable, the
             relation which such dividends shall bear to the dividends
             payable on any other series of the Preferred Stock, and whether
             such dividends shall be cumulative or noncumulative;

                  (c)  The conditions, if any, upon which the shares of such
             series shall be subject to redemption by the Corporation and the
             times, prices and other terms and provisions upon which the
             shares of the series may be redeemed;

                  (d)  Whether or not the shares of the series shall be
             subject to the operation of a retirement or sinking fund to be
             applied to the purchase or redemption of such shares and, if
             such retirement or sinking fund be established, the annual
             amount thereof and the terms and provisions governing the
             operation of such retirement or sinking fund;

                  (e)  Whether or not the shares of the series shall be
             convertible into or exchangeable for shares of any other class
             or classes, with or without par value, or of any other series of
             the same class, and, if provision is made for conversion or
             exchange, the times, prices, rates, adjustments, and other terms
             and conditions of such conversion or exchange;

                  (f)  Whether or not the shares of the series shall have
             voting rights, in addition to the voting rights provided by law,
             and, if so, the terms of such voting rights;

                  (g)  The rights of the shares of the series in the event of
             voluntary or involuntary liquidation, dissolution or winding up
             of the Corporation;

                  (h)  The relative seniority, parity or junior rank of such
             series with respect to any other series of the Preferred Stock;
             and

                  (i)  Any other powers, preferences and relative,
             participating, optional or other special rights, and
             qualifications, limitations or restrictions thereof, of the
             shares of such series, as the Board of Directors may deem
             advisable and as shall not be inconsistent with the provisions
             of this Certificate of Incorporation.

             3.   No holder of shares of any series of the Preferred Stock
shall have any preemptive or preferential right of subscription to any stock
of any class of the Corporation, or to any obligations convertible into stock
of any class, or to any warrant or option for the purchase of stock of any
class, except to the extent granted in the Issuing Resolution creating such
series.

             4.   The Board of Directors of the Corporation shall be
empowered to provide in any Issuing Resolution with respect to any series of
the Preferred Stock that any of the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of such series may be
made dependent upon facts ascertainable outside this Certificate of
Incorporation or any amendment hereto, or the Issuing Resolution with respect
to such series, so long as the manner in which such facts shall operate upon
the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such series is clearly and expressly set forth
in this Certification of Incorporation, as amended, or in the Issuing
Resolution for such series.

             5.   The holders of shares of the Preferred Stock of each series
shall be entitled to receive, when and as declared by the Board of Directors,
out of funds legally available for the payment of dividends, dividends at the
rate fixed by the Board of Directors in the Issuing Resolution for such
series, and no more, before

                  (i)  any dividends (other than dividends payable in Second
Preferred Stock or in Common Stock or in any other class of stock ranking
junior to the Preferred Stock both as to dividends and upon liquidation,
dissolution or winding up) shall be declared and paid, or set apart for
payment, on, or

                 (ii)  any moneys or other consideration (other than shares
             of Second Preferred Stock or Common Stock or any other class of
             stock ranking junior to the Preferred Stock both as to dividends
             and upon liquidation, dissolution or winding up) is set aside
             for or applied to the purchase or redemption of,

shares of the Second Preferred Stock or the Common Stock or any other class of
stock ranking junior to the Preferred Stock as to dividends or upon
liquidation, dissolution or winding up.

             6.   The holders of shares of the Preferred Stock of each series
shall be entitled upon liquidation, dissolution or winding up of the
Corporation, whether involuntary or voluntary, to such preferences as are
provided in the Issuing Resolution creating such series of the Preferred
Stock, and no more, before any distribution of the assets of the Corporation
shall be made to or set apart for the holders of shares of the Second
Preferred Stock or the Common Stock or any other class of stock ranking junior
to the Preferred Stock upon liquidation, dissolution or winding up.  For the
purposes of this paragraph 6, a consolidation or merger of the Corporation
with or into one or more other corporations (whether or not the Corporation is
the corporation surviving such consolidation or merger), or a sale, lease or
exchange of all or substantially all of the assets of the Corporation, shall
not be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.


                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

             Section 1.  Designation and Amount.  The distinctive designation
of the series shall be "Series A Junior Participating Preferred Stock."  The
shares constituting such series shall be without par value.  The number of
shares constituting such series shall be 2,000,000, subject to increase or
decrease by action of the Board of Directors as evidenced by a certificate of
designations.

             Section 2.  Dividends and Distributions.  (A)  Subject to the
prior rights of the holders of any shares of any series of Preferred Stock
ranking prior to the shares of Series A Junior Participating Preferred Stock
with respect to dividends, the holders of shares of Series A Junior
Participating Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors out of funds legally available for the
payment of dividends, quarterly dividends payable in cash on the first day of
January, April, July and October in each year or such other days on which
dividends are declared with respect to the Common Stock (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 Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $10
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 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 Junior Participating Preferred Stock.  If
the Corporation shall at any time after November 20, 1987 (the "Rights
Declaration Date") (i)  declare any dividend payable in shares of Common
Stock, (ii)  subdivide the outstanding Common Stock, or (iii)  combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series A Junior Participating
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 Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, if 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 $10 per share
on the Series A Junior Participating 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 Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless (i) such date of issue 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 (ii) such date
of issue is either a Quarterly Dividend Payment Date or a date after the
record date for the determination of holders of shares of Series A Junior
Participating 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 Junior Participating 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
Junior Participating Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be no more than 60
days prior to the date fixed for the payment thereof.

             Section 3.  Voting Rights.  The holders of shares of Series A
Junior Participating Preferred Stock shall have the following voting rights:

             (A)  Subject to the provision for adjustment hereinafter set
forth, each share of Series A Junior Participating 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 after the Rights Declaration Date (i)  declare any dividend payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii)  combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of
shares of Series A Junior Participating 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 or by law, the holders
of shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.

             (C)  (i)  If and whenever at any time or times dividends payable
on shares of any Series A Junior Participating Preferred Stock shall have been
in arrears and unpaid in an aggregate amount equal to or exceeding the amount
of dividends payable thereon for six quarterly dividend periods, then the
holders of shares of any Series A Junior Participating Preferred Stock,
together with the holders of any other series of Preferred Stock as to which
dividends are in arrears and unpaid in an aggregate amount equal to or
exceeding the amount of dividends payable thereon for six quarterly dividend
periods, shall have the exclusive right, voting separately as a class with
such other series, to elect two directors of the Corporation, such directors
to be in addition to the number of directors constituting the Board of
Directors immediately prior to the accrual of such right, the remaining
directors to be elected by the other class or classes of stock entitled to
vote therefor at each meeting of stockholders held for the purpose of electing
directors.

             (ii)  Such voting right may be exercised initially either at a
special meeting of the holders of the Preferred Stock having such voting
right, called as hereinafter provided, or at any annual meeting of
stockholders held for the purpose of electing directors, and thereafter at
each such annual meeting until such time as all cumulative dividends
accumulated and payable on the shares of Series A Junior Participating
Preferred Stock shall have been paid in full, at which time such voting right
shall terminate, subject to revesting on the basis set forth in paragraph
(C)(i).

             (iii)  At any time when such voting right shall have vested in
holders of the Preferred Stock, and if such right shall not already have been
initially exercised, a proper officer of the Corporation shall, upon the
written request of the record holders of 10% in number of shares of Preferred
Stock having such voting right then outstanding, addressed to the Secretary of
the Corporation, call a special meeting of the holders of Preferred Stock
having such voting right and of any other class or classes of stock having
voting power with respect to the election of such directors.  Such meeting
shall be held at the earliest practicable date upon the notice required for
annual meetings of stockholders at the place for holding annual meetings of
stockholders of the Corporation or, if none, at a place designated by the
Board of Directors.  If such meeting is not 
called by the proper officers of the Corporation within 30 days after the
personal service of such written request upon the Secretary of the
Corporation, or within 30 days after mailing the same within the United States
of America, by registered mail, addressed to the Secretary of the Corporation
at its principal office (such mailing to be evidenced by the registry receipt
issued by the postal authorities), then the record holders of 10% in number of
shares of the Preferred Stock then outstanding which would be entitled to vote
at such meeting may designate in writing one of their number to call such
meeting at the expense of the Corporation, and such meeting may be called by
such person so designated upon the notice required for annual meetings of
stockholders and shall be held at the same place as is elsewhere provided for
in this paragraph (C)(iii) or such other place as is selected by such
designated stockholder.  Any holder of the Preferred Stock who would be
entitled to vote at such meeting shall have access to the stock books of the
Corporation for the purpose of causing a meeting of stockholders to be called
pursuant to the provisions of this paragraph (C).  Notwithstanding the
provisions of this paragraph (C), no such special meeting shall be called
during a period within 90 days immediately preceding the date fixed for the
next annual meeting of stockholders.

                  (iv)  At any meeting held for the purpose of electing
directors at which the holders of the Preferred Stock shall have the right to
elect two directors in addition to the number of directors constituting the
Board of Directors immediately prior to accrual of such right as provided
herein, the presence in person or by proxy of the holders of 40% of the then
outstanding shares of Preferred Stock having such right shall be required and
shall be sufficient to constitute a quorum of such class of the election of
directors by such class.  At any such meeting or adjournment thereof (i) the
absence of a quorum of the holders of the Preferred Stock having such right
shall not prevent the election of directors other than those to be elected by
the holders of the Preferred Stock, and the absence of a quorum or quorums of
the holders of capital stock entitled to elect such other directors shall not
prevent the election of directors to be elected by the holders of the
Preferred Stock entitled to elect such directors and (ii) except as otherwise
required by law, in the absence of a quorum of the holders of any class of
stock entitled to vote for the election of directors, a majority of the
holders present in person or by proxy of such class shall have the power to
adjourn the meeting for the election of directors which the holders of such
class are entitled to elect, from time to time, without notice other than
announcement at the meeting, until a quorum is present.

                  (v)  Any vacancy in the Board of Directors in respect of a
director elected by holders of Preferred Stock pursuant to the voting right
created under this paragraph (C) shall be filled by vote of the remaining
director so elected, or if there be no such remaining director, by the holders
of Preferred Stock entitled to elect such director or directors at a special
meeting called in accordance with the procedures set forth in paragraph
(C)(iii), or, if no such special meeting is called, at the next annual meeting
of stockholders.  Upon any termination of such voting right, subject to the
requirements of the General Corporation Law of Delaware, the term of office of
all directors elected by holders of Preferred Stock voting separately as a
class shall terminate.

                  (D)  Except as set forth herein, or as required by law,
holders of Series A Junior Participating 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.  

                  Section 4.  Certain Restrictions.  (A)  Whenever quarterly
dividends or other dividends or distributions payable on the Series A Junior
Participating 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 Junior Participating Preferred
Stock outstanding shall have been paid in full, the Corporation shall not:

                  (i)  declare or pay dividends on 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
Junior Participating Preferred Stock, except dividends paid ratably on the
Series A Junior Participating 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;

                  (ii)  purchase or otherwise acquire for consideration any
shares of Series A Junior Participating Preferred Stock, or any shares of
stock ranking on a parity with the Series A Junior Participating 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 Article IV,
Section I of its Certificate of Incorporation or paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

                  Section 5.  Reacquired Shares.  Any shares of Series A
Junior Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled 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 to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

                  Section 6.  Liquidation, Dissolution or Winding Up.  (A) 
Upon any liquidation (voluntary or otherwise), dissolution or winding up of
the Corporation, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Junior Participating Preferred Stock unless,
prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A Liquidation Preference"). 
Following the payment of the full amount of the Series A Liquidation
Preference, no additional distributions shall be made to the holders of shares
of Series A Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount per share (the
"Common Adjustment") equal to the quotient obtained by dividing (i) the Series
A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth
in paragraph C below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number").  Following the payment of the full amount of
the Series A Liquidation Preference and the Common Adjustment in respect of
all outstanding shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior Participating Preferred
Stock and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

                  (B)  (i)  If there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Series A Junior Participating Preferred Stock, then
such assets as are available shall be distributed ratably to the holders of
such parity shares in proportion to their respective liquidation preferences. 
(ii)  If there are not sufficient assets available to permit payment in full
of the Common Adjustment, then such assets as are available shall be
distributed ratably to the holders of Common Stock.

                  (C)  If the Corporation shall at any time after November
20, 1987 (i) declare any dividend payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall be adjusted
by multiplying such Adjustment 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.

                  Section 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 the shares of Series A Junior Participating Preferred Stock shall at
the same time be similarly exchanged or changed in 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.  If the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, 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 Junior Participating 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.

                  Section 8.  No Redemption.  The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.

                  Section 9.  Ranking.  The Series A Junior Participating
Preferred Stock shall rank junior to all other series of the Corporation's
Preferred Stock as to the payment of dividends and the distribution of assets,
unless the Issuing Resolution with respect to any such series shall provide
otherwise.

                  Section 10.  Fractional Shares.  Series A Junior
Participating Preferred Stock may be issued in fractions of a share which
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Junior
Participating Preferred Stock.


                          II.  SECOND PREFERRED STOCK

             1.   The Second Preferred Stock may be issued, from time to
time, in one or more series, in any manner now or hereafter permitted by law.

             2.   The shares of each series shall have the designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, which are stated and
expressed in this section II, and those which are stated and expressed in the
resolution or resolutions providing for the issue of such series, adopted by
the Board of Directors under the authority granted to the Board of Directors
by the provisions of paragraph 3 of this section II.

             3.   Authority is hereby expressly granted to and vested in the
Board of Directors of the Corporation to provide for the issue of the Second
Preferred Stock in one or more series, and with respect to each such series to
fix, by resolution or resolutions, the following:

                  (a)  The maximum number of shares to constitute the series
and the distinctive designation of the shares;

                  (b)  The annual dividend rate on the shares of the series
             and the date or dates from which dividends shall accumulate;

                  (c)  The amount which the holders of shares of the series
             shall be entitled to receive upon the voluntary liquidation,
             dissolution or winding up of the Corporation, which shall not be
             less than the par value plus an amount equal to all accumulated
             and unpaid dividends to the date of final distribution to such
             holders;

                  (d)  Whether or not the shares of the series shall be
             subject to redemption at the option of the Corporation and if
             so, the price which holders of shares so redeemed shall be
             entitled to receive, which price may vary at different
             redemption dates but shall in no event be less than the par
             value per share plus an amount equal to all accumulated and
             unpaid dividends to the date of redemption, and if such price
             varies, the period during which each such variation in price
             shall be applicable;

                  (e)  Whether or not the shares of the series shall be
             subject to redemption through the operation of a sinking fund
             and, if so, the terms and provisions of such sinking fund and
             the extent to which and the manner in which such fund shall be
             applied to the purchase, redemption or other acquisition of
             shares of the series and the redemption price for shares
             redeemed through the sinking fund, which price may vary at
             different redemption dates but shall in no event be less than
             the par value per share plus an amount equal to all accumulated
             and unpaid dividends to the date of redemption, and if such
             price varies, the period during which each such variation in
             price shall be applicable;

                  (f)  Whether or not there shall be a purchase fund to
             acquire shares of the series and, if so, the terms and
             provisions of the purchase fund and the extent to which and the
             manner in which such purchase fund shall be applied to the
             acquisition of shares of the series;

                  (g)  The limitations and restrictions, if any, in addition
             to, but not in derogation of, the limitations and restrictions
             set forth in paragraph 5 of this section II, which are to be
             effective while any shares of the series are outstanding, upon
             payment of dividends on, or making of other distributions on,
             and upon the purchase, redemption or other acquisition by the
             Corporation or any subsidiary of, shares of Common Stock or any
             other class of stock ranking junior to the Second Preferred
             Stock as to dividends or upon liquidation;

                  (h)  The conditions or restrictions, if any, which are to
             be effective while any shares of the series are outstanding,
             upon the creation of indebtedness of the Corporation or upon the
             issuance of shares of stock of the Corporation;

                  (i)  Any voting rights of the shares of the series, other
             than the voting rights for the election of Directors provided by
             paragraph 13 of this section II, in addition to and not
             inconsistent with those granted by this Article IV to the
             holders of the Second Preferred Stock;

                  (j)  The right, if any, to exchange or convert the shares
             of the series into shares of any other series of the Second
             Preferred Stock or into shares of any other class of stock of
             the Corporation and the rate or basis, time, manner and
             conditions of exchange or conversion or the method by which the
             same shall be determined;

                  (k)  Any other designations, preferences and relative,
             participating, optional or other special rights, and
             qualifications, limitations or restrictions thereof, of the
             series, which are now or hereafter permitted by the laws of
             Delaware, and which are not inconsistent with the provisions of
             paragraphs 4 to 17, inclusive, of this section II.

             The resolution or resolutions providing for the issue of shares
of any series are herein referred to as the "Issuing Resolution" for that
series.

             4.   All series of the Second Preferred Stock shall be senior to
the Common Stock and each series of the Second Preferred Stock shall rank
equally with every other series.  Each share of any one series shall be
identical with every other share of that series except as to the date or dates
from which dividends shall accumulate.

             5.   Subject to the provisions of paragraph 5 of section I of
this Article IV and to any limitation or restriction contained in the Issuing
Resolution for any series of Preferred Stock, the holders of shares of each
series of the Second Preferred Stock shall be entitled to receive cash
dividends, when and as declared by the Board of Directors out of any funds
legally available therefor, at the annual rate fixed in the Issuing Resolution
for that particular series and no more.  Such dividends on each series of the
Second Preferred Stock shall be payable quarterly on the first day of
February, May, August and November in each year to holders of record on a
date, not more than fifty (50) days before each such dividend payment date, to
be determined by the Board of Directors in advance of the payment of each
particular dividend.  Dividends on each series of the Second Preferred Stock
shall be cumulative and preferential so that in no event shall any dividend or
other distribution (other than dividends payable in Common Stock or in any
other class of stock ranking junior to the Second Preferred Stock as to
dividends and upon liquidation) be declared or paid upon or set apart for the
Common Stock or any other class of stock ranking junior to the Second
Preferred Stock as to dividends or upon liquidation nor shall any moneys or
other consideration (other than shares of Common Stock or any other class of
stock ranking junior to the Second Preferred Stock as to dividends and upon
liquidation) be set aside for or applied to the purchase or redemption of
shares of Common Stock or any other class of stock ranking junior to the
Second Preferred Stock as to dividends or upon liquidation, unless all
dividends on each then outstanding series of the Second Preferred Stock for
all past quarter-yearly dividend periods shall have been paid, or declared and
a sum sufficient for the payment thereof set apart, and the full dividend
thereon for the then quarterly dividend period shall have been or concurrently
shall be paid or declared.  With respect to each series of the Second
Preferred Stock, such dividends shall accumulate from the date or dates fixed
in the Issuing Resolution for such series which date or dates shall in no
instance be more than ninety days before or after the date of the issuance of
those shares for which the date is being set.  No dividends shall be declared
on any series of the Second Preferred Stock in respect of any dividend period
unless the same proportion of the annual dividend rate respectively applicable
to the shares of every series of the Second Preferred Stock at the time
outstanding shall likewise be declared as a dividend in respect of such
dividend period.

             The term "accumulated and unpaid dividends" means, in respect of
each share of the Second Preferred Stock of any series, that amount which
shall be equal to simple interest upon the par value of such share at the
dividend rate for such series from the date from which dividends on such share
commenced to accumulate to the date as of which the computation is to be made,
less the aggregate amount (without interest thereon) of all dividends
theretofore paid or declared and set aside for payment in respect thereof.

             6.  (a) In the event of any involuntary liquidation, dissolution
or winding up of the Corporation, the holders of the shares of every series of
the Second Preferred Stock shall, subject to the provisions of paragraph 6 of
section I of this Article IV, be entitled to receive payment at the rate of
$100 per share, plus an amount equal to all accumulated and unpaid dividends
to the date of final distribution to such holders, and no more, before any
payment or distribution of the assets of the Corporation shall be made to or
set apart for the holders of the Common Stock or any other class of stock
ranking junior to the Second Preferred Stock upon liquidation.

             (b)  In the event of any voluntary liquidation, dissolution or
winding up of the Corporation, the holders of the shares of each series of the
Second Preferred Stock shall, subject to the provisions of paragraph 6 of
section I of this Article IV, be entitled to receive the amount set forth for
such payment in the Issuing Resolution for that particular series, which
amount shall in no case be less than $100 per share, plus an amount equal to
all accumulated and unpaid dividends to the date of final distribution to such
holders, and no more, before any payment or distribution of the assets of the
Corporation shall be made to or set apart for the holders of the Common Stock
or any other class of stock ranking junior to the Second Preferred Stock upon
liquidation.

             (c)  If, upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets of the Corporation,
or proceeds thereof, distributable among the holders of the Second Preferred
Stock shall be insufficient to pay in full the preferential amount for every
series of the Second Preferred Stock, then such assets or the proceeds thereof
shall be distributed among the holders of the shares of all series of the
Second Preferred Stock in proportion to the respective amounts to which they
would be entitled if all amounts payable thereon were paid in full.

             (d)  For the purposes of this paragraph 6, a consolidation or
merger of the Corporation with or into one or more other corporations (whether
or not the Corporation is the corporation surviving such consolidation or
merger), or a sale, lease or exchange of all or substantially all of the
assets of the Corporation, shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.

             7.   (a)  If the Issuing Resolution for any series of the Second
Preferred Stock provides that the Corporation, at the option of the Board of
Directors, may redeem at any time all, or from time to time any part, of the
shares of the Second Preferred Stock of such series at the time outstanding or
if the Issuing Resolution for any series of the Second Preferred Stock
provides for the creation of a sinking fund to redeem outstanding shares of
that series of the Second Preferred Stock, the shares of the series to be
redeemed at the option of the Board of Directors or to be redeemed through
operation of the sinking fund shall be redeemed in the manner set forth in
this paragraph 7.

             (b)  Notice of every such redemption shall be mailed at least 30
days in advance of the date designated for such redemption (herein called the
"redemption date") to the holders of record of the shares of the Second
Preferred Stock so to be redeemed at their respective addresses as the same
shall appear on the books of the Corporation.  In order to facilitate the
redemption of any shares of the Second Preferred Stock that may be chosen for
redemption as provided in this paragraph 7, the Board of Directors shall be
authorized to cause the transfer books of the Corporation to be closed as to
such shares as of a date within fifteen (15) days prior to the redemption
date.  In case of the redemption of a part only of any series of the Second
Preferred Stock at the time outstanding, the shares of such series so to be
redeemed shall be selected by lot or by such other equitable method as the
Board of Directors may determine.

             (c)  If said notice of redemption shall have been given as
aforesaid, and if on or before the redemption date, the funds necessary for
such redemption shall have been set aside by the Corporation, separate and
apart from its other funds, in trust for the pro rata benefit of the holders
of the shares so called for redemption, then, from and after the redemption
date, notwithstanding that any certificate for shares of the Second Preferred
Stock so called for redemption shall not have been surrendered for
cancellation, the shares represented thereby shall not be deemed outstanding,
and all rights of the holders of the shares of the Second Preferred Stock so
called for redemption shall forthwith, from and after the redemption date,
cease and terminate, excepting only the right to receive the redemption price
therefor but without interest.  Any moneys so set aside by the Corporation and
unclaimed at the end of six years from the date fixed for such redemption
shall revert to the general funds of the Corporation after which reversion any
holder of such shares so called for redemption shall have only such rights, if
any, as he may possess under applicable law to receive from the Corporation
payment of the redemption price.

             (d)  If, on or before the redemption date, the Corporation shall
deposit in trust, with a bank or trust company in the Borough of Manhattan, in
the City of New York, having a capital and surplus of at least $5,000,000, the
funds necessary for the redemption of the shares of the Second Preferred Stock
so to be redeemed, to be applied to the redemption of such shares, and if the
Corporation shall have given notice of redemption as aforesaid or given
irrevocable written authorization to such bank or trust company, in form
satisfactory to it, for the timely giving of such notice, then from and after
the time when such deposit is made all shares of the Second Preferred Stock so
called for redemption shall not be deemed to be outstanding, and all rights of
the holders of such shares of the Second Preferred Stock so called for
redemption shall cease and terminate, excepting only the right to receive the
redemption price therefor, but without interest.

             In case such deposit is made with a bank or trust company and
any holder of shares of the Second Preferred Stock which shall have been
called for redemption shall not, within one year after the redemption date,
claim the amount deposited with respect to the redemption thereof, such bank
or trust company shall, upon demand, pay over to the Corporation such
unclaimed amount and thereupon such bank or trust company shall be relieved of
all responsibility in respect thereof to such holder and such holder
thereafter shall have only such rights, if any, as he may possess under
applicable law to receive from the Corporation payment thereof.  Any interest
accrued on funds so deposited shall be paid to the Corporation from time to
time.  Any such unclaimed amounts paid over by any such bank or trust company
to the Corporation shall, for a period terminating six years after the date
fixed for redemption, be set aside and held by the Corporation in the same
manner as if such unclaimed amounts had been set aside under the preceding
paragraph 7(c).

             8.   Whether or not the Issuing Resolution for any series of the
Second Preferred Stock provides for optional redemption of shares, or for a
sinking fund or a purchase fund for the redemption or purchase of shares of
such series, the Corporation shall have the right, subject to the provisions
of paragraph 5 of section I of this Article IV and subject to any limitation
thereon in any Issuing Resolution for any series of Preferred Stock or Second
Preferred Stock, at any time to purchase privately or in the public markets,
and to solicit tenders of, any portion or the whole of the shares of any or
all series at prices which are not in excess of the respective redemption
prices of such shares.

             9.   (a)  All shares of any series of the Second Preferred Stock
which have been acquired through the operation of a purchase fund or of a
sinking fund or by redemption or have been credited against any purchase fund
or sinking fund or have been surrendered to the Corporation on the conversion
or exchange thereof into or for other shares of the Corporation shall, upon
compliance with any applicable provisions of the General Corporation Law of
the State of Delaware, have the status of authorized and unissued shares of
the Second Preferred Stock, but shall be reissued only as, or as part of, a
new series of the Second Preferred Stock to be created by an Issuing
Resolution of the Board of Directors or as part of any other series of the
Second Preferred Stock the terms of which do not prohibit such reissue as a
part thereof, and shall not be reissued as a part of the series of which they
were originally a part.

             (b)  All shares of any series of the Second Preferred Stock
which have been acquired otherwise than through the operation of a purchase
fund or of a sinking fund or by redemption and which have not been credited
against any purchase fund or sinking fund, and which have not been surrendered
to the Corporation on the conversion or exchange thereof into or for other
shares of the Corporation, shall have the status of treasury stock and may be
disposed of as permitted by law.

             10.  So long as any of the Second Preferred Stock is
outstanding, the Corporation will not, without the affirmative vote or consent
of the holders of at least 66-2/3% of all of the Second Preferred Stock at the
time outstanding, voting as a class regardless of series, given in person or
by proxy, either in writing or by resolution adopted at a special meeting
called for the purpose:
             
                  (a)  Amend, alter or repeal any of the provisions of this
             Article IV so as to affect adversely the designations,
             preferences and relative, participating, optional or other
             special rights, or the qualifications, limitations or
             restrictions thereof, of all of the series of the Second
             Preferred Stock;

                  (b)  (i) increase the authorized amount of the Preferred
             Stock, (ii) create any other class or classes of stock ranking
             senior to the Second Preferred Stock either as to dividends or
             upon liquidation, (iii) create any class or classes of stock
             which have any right to be converted into any class or classes
             of stock ranking senior to the Second Preferred Stock as to
             dividends or upon liquidation or grant any rights to any class
             of stock to be so converted, or (iv) merge or consolidate with
             or into any other corporation, if such merger or consolidation
             would affect adversely the designations, preferences and
             relative, participating, optional or other special rights, or
             the qualifications, limitations or restrictions thereof, of all
             of the series of the Second Preferred Stock.

             11.  The Corporation will not amend, alter or repeal any of the
provisions of this Article IV or of any Issuing Resolution for series of
Second Preferred Stock so as to affect adversely the designations, preferences
and relative, participating, optional or other special rights, or the
qualifications, limitations or restrictions thereof, of one or more, but not
all, series of the Second Preferred Stock, or merge or consolidate with or
into any other corporation if such merger or consolidation would affect
adversely the designations, preferences and relative, participating, optional
or other special rights, or the qualifications, limitations or restrictions
thereof, of one or more, but not all, series of the Second Preferred Stock,
without the affirmative vote or consent of the holders of at least 66-2/3% of
each series so adversely affected at the time outstanding, voting as a class,
in person or by proxy, either in writing or by resolution adopted at a special
meeting called for the purpose, but the other series of the Second Preferred
Stock not affected thereby shall not have the right to vote thereon.

             12.  The Corporation will not, without the affirmative vote or
consent of the holders of at least a majority of all of the Second Preferred
Stock at the time outstanding, voting as a class regardless of series, given
in person or by proxy, either in writing or by resolution adopted at a special
meeting called for the purpose, (a) increase the authorized amount of the
Second Preferred Stock, (b) create any class or classes of stock ranking on a
parity with the Second Preferred Stock either as to dividends or upon
liquidation, or (c) create any class or classes of stock which have any right
to be converted into any class or classes of stock ranking on a parity with
the Second Preferred Stock as to dividends or upon liquidation or grant any
rights to any class of stock to be so converted.

             13.  (a)  If, and whenever, at any time or times, there shall
remain unpaid, on any series of the Second Preferred Stock, the dividends
which were payable for four full quarterly dividend periods, or if any
arrearage or default in any sinking fund provided for in any Issuing
Resolution shall occur under such conditions and continue for such period of
time as, under the provisions of such Issuing Resolution, to entitle the
holders of the outstanding shares of the Second Preferred Stock to the voting
rights provided by this paragraph 13, the outstanding Second Preferred Stock
of all series, voting separately as a class, shall have the right to elect two
Directors and the remaining Directors shall be elected by the holders of
shares of the Common Stock (subject to the voting rights of the holders of the
Preferred Stock).

             (b)  Whenever such right of the holders of the Second Preferred
Stock shall have vested, such right may be exercised initially either at a
special meeting of such holders of the Second Preferred Stock called as
provided in this paragraph, or at any annual meeting of stockholders, and
thereafter at annual meetings of stockholders.  If the date upon which such
right of the holders of the Second Preferred Stock shall become vested shall
be more than sixty days preceding the date of the next ensuing annual meeting
of stockholders as fixed by the By-Laws of the Corporation, the President of
the Corporation shall call promptly a special meeting of the holders of the
Second Preferred Stock and the Common Stock to be held within thirty days for
the purpose of electing a new Board of Directors (exclusive of any Directors
elected to represent the Preferred Stock pursuant to the provisions of section
I of this Article IV) to serve until the next annual meeting and until their
successors shall be elected and shall qualify.  Notice of such meeting shall
be mailed to each holder of Second Preferred Stock and each holder of Common
Stock not less than ten days prior to the date of such meeting.  If at any
such meeting any Director (other than a Director elected to represent the
Preferred Stock) shall not be re-elected, his term of office shall end upon
the election of his successor, notwithstanding that the term for which he was
originally elected shall not then have expired.  In the event that at any such
meeting at which holders of the Second Preferred Stock shall be entitled to
elect Directors, a quorum of the holders of the Second Preferred Stock shall
not be present in person or by proxy, the holders of the Common Stock, if a
quorum thereof be present, may elect the Directors whom the holders of the
Second Preferred Stock were entitled, but failed, to elect.  Such Directors
shall be designated as having been so elected to represent the Second
Preferred Stock and their successors shall be elected by the holders of the
Second Preferred Stock at the next annual meeting.

             (c)  Whenever the holders of the Second Preferred Stock shall be
entitled to elect Directors as provided in paragraph 13(a) of this section II,
any holder of Second Preferred Stock shall have the right, during regular
business hours, in person or by a duly authorized representative, to examine
and to make transcripts of the stock records of the Corporation for the Second
Preferred Stock for the purpose of communicating with other holders of Second
Preferred Stock with respect to the exercise of such right of election.

             (d)  At any election of members of the Board of Directors by the
Second Preferred Stock, each holder of Second Preferred Stock shall have one
vote for each share of such stock standing in his name on the books of the
Corporation on any record date fixed for such purpose, or, if no such date be
fixed, on the date on which the election is held.

             (e)  The right of the holders of the Second Preferred Stock,
voting separately as a class, to elect members of the Board of Directors of
the Corporation as aforesaid shall continue until such time as any and all
unpaid dividends shall have been paid and any and all sinking fund arrearages
and defaults shall have been fully cured, at which time the right of the
holders of the Second Preferred Stock to elect members of the Board of
Directors shall terminate, subject to revesting.

             (f)  Whenever the holders of the Second Preferred Stock shall be
divested of the right to elect members of the Board of Directors, the
President of the Corporation shall, within ten days after delivery to the
Corporation at its principal office of a request to such effect signed by any
holder of Common Stock, call a special meeting of the holders of the Common
Stock to be held within forty days after the delivery of such request for the
purpose of electing a new Board of Directors (exclusive of any Directors
elected to represent the Preferred Stock pursuant to the provisions of section
I of this Article IV) to serve until the next annual meeting or until their
respective successors shall be elected and shall qualify.  If, at any such
special meeting, any Director (other than a Director elected to represent the
Preferred Stock) shall not be re-elected, his term of office shall terminate
upon the election and qualification of his successor, notwithstanding that the
term for which such Director was originally elected shall not then have
expired.

             14.  At any annual or special meeting of stockholders held for
the purpose of electing Directors when the holders of the Second Preferred
Stock shall be entitled to elect members of the Board of Directors as provided
in paragraph 13 of this section II, the presence in person or by proxy of the
holders of one-third of all of the outstanding shares of the Second Preferred
Stock regardless of series shall be required to constitute a quorum for the
election by the Second Preferred Stock of such Directors, and the presence in
person or by proxy of the holders of a majority of the outstanding shares of
the Common Stock shall be required to constitute a quorum for the election by
the Common Stock of the remaining Directors (other than Directors elected to
represent the Preferred Stock pursuant to the provisions of section I of this
Article IV); provided, however, that absence of a quorum of the Common Stock
shall not prevent the Second Preferred Stock if it has a quorum present from
electing the number of Directors such class shall be entitled to elect and the
Directors so elected by the Second Preferred Stock shall replace an equal
number of Directors then in office.  The Directors to be replaced by those
elected by the holders of the Second Preferred Stock shall be designated by
the Board of Directors of the Corporation; and, if the Board of Directors
shall fail to make such designation within 15 days following such meeting,
then such designation shall be made by the Directors elected by the holders of
the Second Preferred Stock.  The absence of a quorum of the Second Preferred
Stock shall not prevent the Common Stock from electing the entire Board of
Directors (other than Directors elected to represent the Preferred Stock)
which shall include the proper number of members to represent the Second
Preferred Stock.

             15.  If, during any interval between annual meetings of
stockholders for the election of Directors and while the holders of the Second
Preferred Stock shall be entitled to elect Directors, one of the Directors in
office elected by the holders of the Second Preferred Stock shall resign or
die or be removed, the vacancy shall be filled by a majority vote of all of
the remaining Directors then in office, although less than a quorum, who shall
elect a nominee designated by the remaining Director elected by the holders of
the Second Preferred Stock or his successor and if not so filled within forty
days after the creation thereof, the President of the Corporation shall call a
special meeting in the manner provided in paragraph 13 of this section II but
limited to the holders of shares of the Second Preferred Stock and such
vacancy shall be filled at such special meeting, to be held within forty days
after the delivery of such request.

             16.  If the Corporation is unable to meet the requirements of
all sinking fund and of all purchase fund provisions of all Issuing
Resolutions for series of Second Preferred Stock containing such provisions,
the number of shares of the respective series to be redeemed or purchased, as
the case may be, shall be in proportion to the respective amounts which would
be redeemed or purchased if all such provisions were complied with in full.

             17.  No holder of shares of any series of the Second Preferred
Stock shall have any preemptive or preferential right of subscription to any
stock of any class of the Corporation, or to any obligations convertible into
stock of any class, or to any warrant or option for the purchase of stock of
any class but the Board of Directors of the Corporation, in the Issuing
Resolution creating any series of the Second Preferred Stock, may confer on
that series the right to subscribe to additional shares of that series or to
shares of any series of the Second Preferred Stock which may be created
thereafter.


                              III.  COMMON STOCK

             1.   All rights shall be held and possessed by the Common Stock
except for the designations, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or restrictions
thereof, conferred on the Preferred Stock and the Second Preferred Stock by
applicable law, by the provisions of sections I and II of this Article IV or
by the provisions of any Issuing Resolutions for series of the Preferred Stock
or the Second Preferred Stock.

             2.   Holders of the shares of Common Stock without par value
shall have no right to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever or of securities convertible
into stock of any class whatsoever whether now or hereafter authorized.


                                   ARTICLE V

             The number of shares with which this corporation will commence
business is ten (10) shares of common stock, which shares are without nominal
or par value.


                                  ARTICLE VI

             This corporation reserves the right to amend, alter, change or
repeal any provision contained in this 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 VII

             This corporation is to have perpetual existence.


                                 ARTICLE VIII

             The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.


                                  ARTICLE IX

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

             1.   To make, alter, amend and rescind the by-laws of this
corporation, without any action on the part of the stockholders.

             2.   To authorize and cause to be executed mortgages and liens
upon the real and personal property of this corporation.

             3.   To fix, determine and vary the amount to be maintained as
surplus and, subject to the other provisions and requirements of this
Certificate of Incorporation, the amount or amounts to be set apart or
reserved as working capital or for any other lawful purposes.  If so
determined by the Board of Directors, the corporation may from time to time
receive money and/or other property and credit the amount or value thereof to
reserve or surplus, and such money or other property may be an undivided part
of money or other property for another part of which stock, bonds, debentures
and/or other obligations of the corporation are issued.  Against any reserve
or surplus so established there may be charged losses at any time incurred by
the corporation, also dividends or other distributions upon stock.  Such
reserve or surplus may be reduced from time to time by the Board of Directors
for the purposes above specified or by transfer from such reserve or surplus
to capital account.

             4.   From time to time to determine whether and to what extent,
and at what times and places, and under what conditions and regulations, the
accounts and books of this corporation (other than the stock ledger), or any
of them, shall be open to inspection of stockholders; and no stockholder shall
have any right of inspecting any account, book or document of this corporation
except as conferred by statute, unless authorized by a resolution of
stockholders or directors.

             5.   If the by-laws so provide, to designate two or more of its
number to constitute an executive committee, which committee shall for the
time being, as provided in said resolution or in the by-laws of this
corporation, have and exercise any or all of the powers of the Board of
Directors in the management of the business and affairs of this corporation,
and have power to authorize the seal of this corporation to be affixed to all
papers which may require it.

             6.   Pursuant to the affirmative vote of the holders of at least
a majority of the stock issued and outstanding having voting power, given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of this
corporation, including its goodwill and its corporate franchises, upon such
terms and conditions as its Board of Directors deem expedient and for the best
interests of the corporation.

             7.   Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 3883 of the Revised Code of 1915 of said State, or
on the application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 43 of this
Chapter, order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs.  If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may
be, and also on this corporation.

             8.   This corporation may in its by-laws confer powers upon its
directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon them by the statute.

             9.   Both stockholders and directors shall have power, if the
by-laws so provide, to hold their meetings, and to have one or more offices
within or without the State of Delaware and to keep the books of this
corporation (subject to the provisions of the statutes), outside of the State
of Delaware at such places as may be from time to time designated by the Board
of Directors.


                                   ARTICLE X

             The number of directors of this corporation shall be such
number, not less than three, as shall from time to time be fixed by the
by-laws of the corporation.  In case of any vacancy in the Board of Directors
through death, resignation, disqualification or other cause, the remaining
directors, by affirmative vote of a majority thereof, may elect a successor to
office for the unexpired portion of the term of the director whose place shall
be vacant and until the election of a successor.


                                  ARTICLE XI

             A director of this corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that nothing contained in this Article XI
shall eliminate or limit the liability of a director (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (3) under Section 174 of the Delaware General
Corporation Law, or (4) for any transaction from which the director derived an
improper personal benefit.  No amendment to or repeal of this Article XI shall
apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.


                                  ARTICLE XII

             In the absence of fraud, no contract or transaction between this
corporation and any other association or corporation shall be affected by the
fact that any of the Directors or officers of this corporation are interested
in or are directors or officers of such other association or corporation, and
any director or officer of this corporation individually may be a party to or
may be interested in any such contract or transaction of this corporation; and
no such contract or transaction of this corporation with any person or
persons, firm, association or corporation shall be affected by the fact that
any director or officer of this corporation is a party to or interested in
such contract or transaction or in any way connected with such person or
persons, firm, association or corporation; and each and every person who may
become a director or officer of this corporation is hereby relieved from any
liability that might otherwise exist from thus contracting with this
corporation for the benefit of himself or any person, firm, association or
corporation in which he may be in any wise interested.


             IN WITNESS WHEREOF, the corporation has caused its corporate
seal to be affixed and this Restated Certificate of Incorporation to be signed
by its Senior Vice President and General Counsel and attested by its Secretary
this 21st day of October, 1988.

                                           REYNOLDS METALS COMPANY



                                           By /s/ John H. Galea          
                                             John H. Galea
                                             Senior Vice President and
                                             General Counsel

ATTEST:  



/s/ Donald T. Cowles  
Donald T. Cowles
Secretary


                           CERTIFICATE OF OWNERSHIP
                                  AND MERGER
                                    MERGING
                           FOIL DISTRIBUTING COMPANY
                                     INTO
                            REYNOLDS METALS COMPANY
                      ___________________________________

                        Pursuant to Section 253 of the
                       Delaware General Corporation Law

                      ___________________________________


                  REYNOLDS METALS COMPANY, a corporation incorporated on the
18th day of July, 1928, pursuant to the provisions of the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify that the
Corporation owns all of the outstanding stock of FOIL DISTRIBUTING COMPANY, a
corporation incorporated on the 4th day of April, 1983, pursuant to the
provisions of the general corporation Law of the State of Delaware, and that
the Corporation by resolutions of its Board of Directors duly adopted at a
meeting held on the 17th day of April, 1991, determined to and did merge into
itself said FOIL DISTRIBUTING COMPANY, which resolutions are as follows:

                  RESOLVED, that this corporation, as owner of
             all the outstanding capital stock of Foil
             Distributing Company, merge into itself Foil
             Distributing Company and assume all of its
             liabilities and obligations effective as of 12:01
             a.m. on April 30, 1991; and

                  FURTHER RESOLVED, that the Chairman of the
             Board, the President, any Vice President, the
             Secretary and any Assistant Secretary are each
             hereby authorized to take all such other action,
             including, without limitation, incurrence and
             payment of all fees, expenses and other charges,
             and to execute and deliver all such agreements,
             instruments and documents, which in the opinion of
             any of them may be necessary or desirable to
             achieve the purposes of or effect the transactions
             contemplated by the preceding resolution, the
             taking of such action or the execution of any such
             agreements, instruments or documents to be
             conclusive evidence of the authority to take or
             execute the same.

                  This Certificate of Ownership and Merger shall be effective
as of 12:01 A.M. on April 30, 1991.





                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed and attested by its officers thereunto duly
authorized this 22nd day of April, 1991.

                                      REYNOLDS METALS COMPANY


                                      By  Donald T. Cowles                   
Vice President, General Counsel
                                        and Secretary



ATTEST:



   Donna C. Dabney      
Assistant Secretary



                           CERTIFICATE OF OWNERSHIP
                                  AND MERGER
                                    MERGING
                           REYNOLDS OF HAWAII, INC.
                                     INTO
                            REYNOLDS METALS COMPANY
                      ___________________________________

                        Pursuant to Section 253 of the
                       Delaware General Corporation Law

                      ___________________________________


                  REYNOLDS METALS COMPANY, a corporation incorporated on the
18th day of July, 1928, pursuant to the provisions of the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify that the
Corporation owns all of the outstanding stock of REYNOLDS OF HAWAII, INC., a
corporation incorporated on the 4th day of May, 1979, pursuant to the
provisions of the general corporation Law of the State of Delaware, and that
the Corporation by resolutions of its Board of Directors duly adopted at a
meeting held on the 17th day of April, 1991, determined to and did merge into
itself said REYNOLDS OF HAWAII, INC., which resolutions are as follows:

                  RESOLVED, that this corporation, as owner of
             all the outstanding capital stock of Reynolds of
             Hawaii, Inc., merge into itself Reynolds of
             Hawaii, Inc. and assume all of its liabilities and
             obligations effective as of 12:01 a.m. on April
             30, 1991; and

                  FURTHER RESOLVED, that the Chairman of the
             Board, the President, any Vice President, the
             Secretary and any Assistant Secretary are each
             hereby authorized to take all such other action,
             including, without limitation, incurrence and
             payment of all fees, expenses and other charges,
             and to execute and deliver all such agreements,
             instruments and documents, which in the opinion of
             any of them may be necessary or desirable to
             achieve the purposes of or effect the transactions
             contemplated by the preceding resolution, the
             taking of such action or the execution of any such
             agreements, instruments or documents to be
             conclusive evidence of the authority to take or
             execute the same.

                  This Certificate of Ownership and Merger shall be effective
as of 12:01 A.M. on April 30, 1991.





                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed and attested by its officers thereunto duly
authorized this 22nd day of April, 1991.

                                      REYNOLDS METALS COMPANY


                                      By  Donald T. Cowles                
                                        Vice President, General Counsel
                                        and Secretary



ATTEST:



   Donna C. Dabney      
Assistant Secretary



                           CERTIFICATE OF OWNERSHIP
                                  AND MERGER
                                    MERGING
                          BROAD ST. ROAD CORPORATION
                                     INTO
                            REYNOLDS METALS COMPANY
                      ___________________________________

                        Pursuant to Section 253 of the
                       Delaware General Corporation Law

                      ___________________________________


                  REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify that the Corporation owns all the
outstanding stock of BROAD ST. ROAD CORPORATION, a Delaware corporation, and
that the Corporation by resolutions of its Board of Directors duly adopted at
a meeting held on the 15th day of November, 1991, determined to and did merge
into itself BROAD ST. ROAD CORPORATION, which resolutions are as follows:

                  RESOLVED, that this corporation, as owner of
             all the outstanding capital stock of Broad St.
             Road Corporation, merge into itself Broad St. Road
             Corporation and assume all of its liabilities and
             obligations effective as of 5:00 p.m. on December
             31, 1991; and

                  FURTHER RESOLVED, that the Chairman of the
             Board, the President, any Vice President, the
             Secretary and any Assistant Secretary are each
             hereby authorized to take all such other action,
             including, without limitation, incurrence and
             payment of all fees, expenses and other charges,
             and to execute and deliver all such agreements,
             instruments and documents, which in the opinion of
             any of them may be necessary or desirable to
             achieve the purposes of or effect the transactions
             contemplated by the preceding resolution, the
             taking of such action or the execution of any such
             agreements, instruments or documents to be
             conclusive evidence of the authority to take or
             execute the same.

                  This Certificate of Ownership and Merger shall be effective
as of 5:00 p.m. on December 31, 1991.


                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed and attested by its officers thereunto duly
authorized this 26th day of November, 1991.

                                      REYNOLDS METALS COMPANY


                                      By  Donald T. Cowles                
                                        Vice President, General Counsel
                                        and Secretary

ATTEST:


   D. Michael Jones     
Assistant Secretary 


                           CERTIFICATE OF OWNERSHIP
                                  AND MERGER
                                    MERGING
                      REYNOLDS ALUMINUM RECYCLING COMPANY
                                     INTO
                            REYNOLDS METALS COMPANY

                     ____________________________________

                        Pursuant to Section 253 of the
                       Delaware General Corporation Law

                     ____________________________________


                  REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify that the Corporation owns all the
outstanding stock of REYNOLDS ALUMINUM RECYCLING COMPANY, a Missouri
corporation, and that the Corporation by resolutions of its Board of Directors
duly adopted by unanimous written consent on December 16, 1991 pursuant to
Section 141(f) of the Delaware General Corporation Law determined to and did
merge into itself REYNOLDS ALUMINUM RECYCLING COMPANY, which resolutions are
as follows:

                  RESOLVED, that this corporation, as owner of
             all the outstanding capital stock of Reynolds
             Aluminum Recycling Company, merge into itself
             Reynolds Aluminum Recycling Company and assume all
             of its liabilities and obligations effective as of
             5:00 p.m. on December 31, 1991 pursuant to the
             following Plan of Merger:

                  1.   Reynolds Metals Company of Delaware
                  is the survivor.

                  2.   All of the property, rights,
                  privileges, leases and patents of
                  Reynolds Aluminum Recycling Company, a
                  Missouri corporation, are to be
                  transferred to and become the property
                  of Reynolds Metals Company, the
                  survivor.  The officers and board of
                  directors of the above named
                  corporations are authorized to execute
                  all deeds, assignments, and documents of
                  every nature which may be needed to
                  effectuate a full and complete transfer
                  of ownership.

                  3.   The officers and board of directors
                  of Reynolds Metals Company shall
                  continue in office until their
                  successors are duly elected and
                  qualified under the provisions of the
                  by-laws of the surviving corporation.

                  4.   It is agreed that, upon and after
                  the issuance of a certificate of merger
                  by the Secretary of State of the State
                  of Missouri:

                       a.   The surviving corporation
                       may be served with process in
                       the State of Missouri in any
                       proceeding for the enforcement
                       of any obligation of any
                       corporation organized under
                       the laws of the State of
                       Missouri which is a party to
                       the merger and in any
                       proceeding for the enforcement
                       of the rights of a dissenting
                       shareholder of any such
                       corporation organized under
                       the laws of the State of
                       Missouri against the surviving
                       corporation;

                       b.   The Secretary of State of
                       the State of Missouri shall be
                       and hereby is irrevocably
                       appointed as the agent of the
                       surviving corporation to
                       accept service of process in
                       any such proceeding; the
                       address to which the service
                       of process in any such
                       proceeding shall be mailed is: 
                       Secretary, Reynolds Metals
                       Company, 6601 West Broad
                       Street, Richmond, Virginia
                       23230; and

                       c.   The surviving corporation will
                       promptly pay to the dissenting
                       shareholders of any corporation
                       organized under the laws of the
                       State of Missouri which is a party
                       to the merger the amount, if any,
                       to which they shall be entitled
                       under the provisions of "The
                       General and Business Corporation
                       Law of Missouri" with respect to
                       the rights of dissenting
                       shareholders.

                  5.   The articles of incorporation of
                  the survivor are not amended.

             provided that, at any time prior to the filing
             with the Delaware Secretary of State of a
             Certificate of Ownership and Merger merging
             Reynolds Aluminum Recycling Company into this
             corporation, the Board of Directors of this
             corporation may terminate this resolution and
             abandon the merger contemplated hereby; and 

                  FURTHER RESOLVED, that the Chairman of the
             Board, the President, any Vice President, the
             Secretary and any Assistant Secretary are each
             hereby authorized to take all such action,
             including, without limitation, incurrence and
             payment of all fees, expenses and other charges,
             and to execute and deliver all such agreements,
             instruments and documents, which in the opinion of
             any of them may be necessary or desirable to
             achieve the purposes of or effect the transactions
             contemplated by the preceding resolution, the
             taking of such action or the execution of any such
             agreements, instruments or documents to the
             conclusive evidence of the authority to take or
             execute the same.

                  This Certificate of Ownership and Merger shall be effective
as of 5:00 p.m. on December 31, 1991.

                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed and attested by its officers thereunto duly
authorized this 20th day of December, 1991.


                                      REYNOLDS METALS COMPANY


                                      By Donald T. Cowles               
                                         Vice President, General Counsel
                                         and Secretary



ATTEST:



 D. Michael Jones  
Assistant Secretary



                      CERTIFICATE OF OWNERSHIP AND MERGER

                                    MERGING

                         REYNOLDS SEATTLE CAN COMPANY

                                     INTO

                            REYNOLDS METALS COMPANY

                 _____________________________________________

                        Pursuant to Section 253 of the
                      General Corporation Law of Delaware

                 _____________________________________________


                  REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:
                  FIRST:  That the Corporation is incorporated pursuant to
the General Corporation Law of the State of Delaware.
                  SECOND:  That the Corporation owns all of the outstanding
shares of each class of the capital stock of REYNOLDS SEATTLE CAN COMPANY, a
Delaware corporation.
                  THIRD:  That the Corporation, by the following resolutions
of its Board of Directors, duly adopted at a meeting held on the 19th day of
June, 1992, determined to merge into itself REYNOLDS SEATTLE CAN COMPANY on
the conditions set forth in such resolutions:
                       RESOLVED, that this corporation, as
                  owner of all of the outstanding shares of
                  each class of the capital stock of Reynolds
                  Seattle Can Company, merge into itself
                  Reynolds Seattle Can Company and assume all
                  of its liabilities and obligations effective
                  as of 5:00 p.m. E.D.T. on June 30, 1992; and

                       FURTHER RESOLVED, that the Chief
                  Executive Officer, the Chief Operating
                  Officer, the Chief Financial Officer, any
                  Vice Chairman, any Executive Vice President,
                  any Vice President, the Secretary and any
                  Assistant Secretary are each hereby
                  authorized to take all such action,
                  including, without limitation, incurrence and
                  payment of all fees, expenses and other
                  charges, and to execute and deliver all such
                  agreements, instruments and documents
                  (including, without limitation, a certificate
                  of ownership and merger) which in the opinion
                  of any of them may be necessary or desirable
                  to achieve the purposes of or effect the
                  transactions contemplated by the preceding
                  resolution, the taking of any such action or
                  the execution of any such agreements,
                  instruments or documents to be conclusive
                  evidence of the authority to take or execute
                  the same.

                  This Certificate of Ownership and Merger shall be effective
as of 5:00 p.m. E.D.T. on June 30, 1992.

                  IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be affixed and this Certificate to be executed and attested
by its officers thereunto duly authorized this 19th day of June, 1992.

                                      REYNOLDS METALS COMPANY




                                      By Donald T. Cowles                 
                                         Vice President, General Counsel
                                         and Secretary

[SEAL]


ATTEST:


By: D. Michael Jones          
    Assistant Secretary



                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                     REYNOLDS ALUMINUM CREDIT CORPORATION
                                     INTO
                            REYNOLDS METALS COMPANY
                                                              
                        Pursuant to Section 253 of the
                      General Corporation Law of Delaware
                                                              
                  REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:
                  FIRST:    That the Corporation is incorporated pursuant to
the General Corporation Law of the State of Delaware.
                  SECOND:   That the Corporations owns all of the outstanding
shares of the capital stock of REYNOLDS ALUMINUM CREDIT CORPORATION, a
Delaware corporation.
                  THIRD:    That the Corporation, by the following
resolutions of its Board of Directors, duly adopted by unanimous written
consent dated December 16, 1993, determined to merge into itself REYNOLDS
ALUMINUM CREDIT CORPORATION on the conditions set forth in such resolutions:
                       RESOLVED, that this corporation, as owner of all of
                  the outstanding shares of the capital stock of Reynolds
                  Aluminum Credit Corporation, merge into itself Reynolds
                  Aluminum Credit Corporation and assume all of its
                  liabilities and obligations effective as of 5:00 p.m.
                  E.S.T. on December 31, 1993;

                       FURTHER RESOLVED, that the Chief Executive Officer,
                  the Chief Financial Officer, any Vice Chairman, any
                  Executive Vice President, any Vice President, the Secretary
                  and any Assistant Secretary are each hereby authorized to
                  take all such action, including, without limitation,
                  incurrence and payment of all fees, expenses and other
                  charges, and to execute and deliver all such agreements,
                  instruments and documents (including, without limitation, a
                  certificate of ownership and merger) which in the opinion
                  of any of them may be necessary or desirable to achieve the
                  purposes of or effect the transactions contemplated by the
                  preceding resolution, the taking of any such action or the
                  execution of any such agreements, instruments or documents
                  to be conclusive evidence of the authority to take or
                  execute the same.

                  This Certificate of Ownership and Merger shall be effective
as of 5:00 p.m. E.S.T. on December 31, 1993.

                  IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be affixed and this Certificate to be executed and attested
by its officers thereunto duly authorized this 29th    day of December, 1993.

                                      REYNOLDS METALS COMPANY




                                      By: D. Michael Jones          
                                         Vice President, General Counsel
                                         and Secretary


[SEAL]

ATTEST:


By:Carol L. Dillon            
   Assistant Secretary



                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                       REYNOLDS KANSAS CITY CAN COMPANY
                                     INTO
                            REYNOLDS METALS COMPANY
                                                              
                        Pursuant to Section 253 of the
                      General Corporation Law of Delaware
                                                              
                  REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:
                  FIRST:    That the Corporation is incorporated pursuant to
the General Corporation Law of the State of Delaware.
                  SECOND:   That the Corporations owns all of the outstanding
shares of each class of the capital stock of REYNOLDS KANSAS CITY CAN COMPANY,
a Delaware corporation.
                  THIRD:    That the Corporation, by the following
resolutions of its Board of Directors, duly adopted by unanimous written
consent dated December 16, 1993, determined to merge into itself REYNOLDS
KANSAS CITY CAN COMPANY on the conditions set forth in such resolutions:
                       RESOLVED, that this corporation, as owner of all of
                  the outstanding shares of each class of the capital stock
                  of Reynolds Kansas City Can Company, merge into itself
                  Reynolds Kansas City Can Company and assume all of its
                  liabilities and obligations effective as of 5:00 p.m.
                  E.S.T. on December 31, 1993;

                       FURTHER RESOLVED, that the Chief Executive Officer,
                  the Chief Financial Officer, any Vice Chairman, any
                  Executive Vice President, any Vice President, the Secretary
                  and any Assistant Secretary are each hereby authorized to
                  take all such action, including, without limitation,
                  incurrence and payment of all fees, expenses and other
                  charges, and to execute and deliver all such agreements,
                  instruments and documents (including, without limitation, a
                  certificate of ownership and merger) which in the opinion
                  of any of them may be necessary or desirable to achieve the
                  purposes of or effect the transactions contemplated by the
                  preceding resolution, the taking of any such action or the
                  execution of any such agreements, instruments or documents
                  to be conclusive evidence of the authority to take or
                  execute the same.

                  This Certificate of Ownership and Merger shall be effective
as of 5:00 p.m. E.S.T. on December 31, 1993.

                  IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be affixed and this Certificate to be executed and attested
by its officers thereunto duly authorized this 29th    day of December, 1993.

                                      REYNOLDS METALS COMPANY




                                      By:D. Michael Jones           
                                         Vice President, General Counsel
                                         and Secretary


[SEAL]

ATTEST:


By:Carol L. Dillon            
   Assistant Secretary



             
                         CERTIFICATE OF DESIGNATIONS,
                    PREFERENCES, RIGHTS AND LIMITATIONS OF

                    7% PRIDES, Convertible Preferred Stock

                                      of

                            REYNOLDS METALS COMPANY
                            ______________________

                    Pursuant to Section 151 of the General
                   Corporation Law of the State of Delaware
                            ______________________


                  Reynolds Metals Company, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies that, under (i) authority conferred upon the Board of Directors by
the Restated Certificate of Incorporation of the Corporation, as amended to
date, (ii) the provisions of Sections 141(c) and 151 of the General
Corporation Law of the State of Delaware, and (iii) resolutions adopted by the
Board of Directors at its meeting on December 17, 1993, the 1993 Preferred
Stock Committee of the Board of Directors at its meeting on January 18, 1994
duly adopted the following resolution:

                  RESOLVED, that under (i) authority conferred upon the 1993
             Preferred Stock Committee by the Board of Directors and (ii)
             authority conferred upon the Board of Directors by the Restated
             Certificate of Incorporation, as amended to date (the "Restated
             Certificate of Incorporation"), the 1993 Preferred Stock
             Committee hereby authorizes the issuance of 11,000,000 shares of
             authorized and unissued preferred stock, without par value, of
             the Corporation, and hereby fixes the designation, powers,
             preferences and relative, participating, optional or other
             special rights, and the qualifications, limitations or
             restrictions thereof, of such shares, in addition to those set
             forth in the Restated Certificate of Incorporation, as follows,
             to be set forth in a certificate of designations (the
             "Certificate of Designations"):

                       Section 1.  Designation and Size of Issue; Ranking. 
             (a)  The distinctive designation of the series of preferred
             stock shall be "7% PRIDES, Convertible Preferred Stock" (the
             "PRIDES").  The shares are Preferred Redeemable Increased
             Dividend Equity Securities.  The number of shares constituting
             the PRIDES shall be 11,000,000 shares.  Each share of PRIDES
             shall have a stated value of $47.25.

                       (b)  Any shares of the PRIDES which at any time have
             been redeemed for, or converted into, Common Stock, without par
             value, of the Corporation (the "Common Stock") or otherwise
             reacquired by the Corporation shall, after such redemption,
             conversion or other acquisition, resume the status of authorized
             and unissued shares of preferred stock, without par value, of
             the Corporation (the "Preferred Stock"), without designation as
             to series until such shares are once more designated as part of
             a particular series by the Board of Directors.

                       (c)  The shares of PRIDES shall rank on a parity, both
             as to payment of dividends and distribution of assets upon
             liquidation, with any Preferred Stock issued by the Corporation
             after the date of this Certificate of Designations that by its
             terms ranks pari passu with the PRIDES.

                       Section 2.  Dividends.  (a)  The holders of record of
             the shares of PRIDES shall be entitled to receive, when and as
             declared by the Board of Directors out of funds legally
             available therefor, cash dividends ("Preferred Dividends") from
             the date of the issuance of the shares of PRIDES at the rate per
             annum of 7 percent of the stated value per share (equivalent to
             $3.31 per annum or $0.8275 per quarter for each share of
             PRIDES), payable quarterly in arrears, on each April 1, July 1,
             October 1 and December 31 (each a "Dividend Payment Date") or,
             if any such date is not a business day (as defined herein), the
             Preferred Dividend due on such Dividend Payment Date shall be
             paid on the next succeeding business day; provided, however,
             that, with respect to any dividend period during which a
             redemption occurs, the Corporation may, at its option, declare
             accrued Preferred Dividends to, and pay such Preferred Dividends
             on, the date fixed for redemption, in which case such Preferred
             Dividends shall be payable to the holders of shares of PRIDES as
             of the record date for such dividend payment and shall not be
             included in the calculation of the related PRIDES Call Price (as
             defined herein).  The first dividend period shall be from the
             date of initial issuance of the shares of PRIDES to but
             excluding April 1, 1994 and the first Preferred Dividend shall
             be payable on April 1, 1994.  Preferred Dividends on shares of
             PRIDES shall be cumulative and shall accumulate from the date of
             original issuance.  Preferred Dividends on shares of PRIDES
             shall cease to accrue on and after the Mandatory Conversion Date
             (as defined herein) or on and after the date of their earlier
             conversion or redemption, as the case may be.  Preferred
             Dividends shall be payable to holders of record as they appear
             on the stock register of the Corporation on such record dates,
             not less than 15 nor more than 60 days preceding the payment
             date thereof, as shall be fixed by the Board of Directors. 
             Preferred Dividends payable on shares of PRIDES for any period
             less than a full quarterly dividend period (or, in the case of
             the first Preferred Dividend, from the date of initial issuance
             of the shares of PRIDES to but excluding the first Dividend
             Payment Date) shall be computed on the basis of a 360-day year
             of twelve 30-day months and the actual number of days elapsed in
             any period less than one month.  Preferred Dividends shall
             accrue on a daily basis whether or not there are funds of the
             Corporation legally available for the payment of such dividends
             and whether or not such Preferred Dividends are declared. 
             Accrued but unpaid Preferred Dividends shall cumulate as of the
             Dividend Payment Date on which they first become payable, but no
             interest shall accrue on accumulated but unpaid Preferred
             Dividends. 

                       (b)  As long as shares of PRIDES are outstanding, no
             dividends (other than dividends payable in shares of, or
             warrants, rights or options exercisable for or convertible into
             shares of, Second Preferred Stock, $100 par value, of the
             Corporation (the "Second Preferred Stock"), Common Stock or any
             other capital stock of the Corporation ranking junior to the
             shares of PRIDES as to the payment of dividends and the
             distribution of assets upon liquidation (collectively, the
             "Junior Stock") and cash in lieu of fractional shares in
             connection with any such dividend) shall be paid or declared in
             cash or otherwise, nor shall any other distribution be made
             (other than a distribution payable in Junior Stock and cash in
             lieu of fractional shares in connection with any such
             distribution), on any Junior Stock unless (i) full dividends on
             Preferred Stock (including the shares of PRIDES) that does not
             constitute Junior Stock ("Parity Preferred Stock") have been
             paid, or declared and set aside for payment, for all dividend
             periods terminating at or before the date of such Junior Stock
             dividend or distribution payment to the extent such dividends
             are cumulative; (ii) dividends in full for the current quarterly
             dividend period have been paid, or declared and set aside for
             payment, on all Parity Preferred Stock to the extent such
             dividends are cumulative; (iii) the Corporation has paid or set
             aside all amounts, if any, then or theretofore required to be
             paid or set aside for all purchase, retirement, and sinking
             funds, if any, for any Parity Preferred Stock; and (iv) the
             Corporation is not in default on any of its obligations to
             redeem any Parity Preferred Stock.

                       (c)  As long as any shares of PRIDES are outstanding,
             no shares of any Junior Stock may be purchased, redeemed, or
             otherwise acquired by the Corporation or any of its subsidiaries
             (except in connection with a reclassification or exchange of any
             Junior Stock through the issuance of other Junior Stock (and
             cash in lieu of fractional shares in connection therewith) or
             the purchase, redemption or other acquisition of any Junior
             Stock with any Junior Stock (and cash in lieu of fractional
             shares in connection therewith)) nor may any funds be set aside
             or made available for any sinking fund for the purchase or
             redemption of any Junior Stock unless:  (i) full dividends on
             Parity Preferred Stock have been paid, or declared and set aside
             for payment, for all dividend periods terminating at or before
             the date of such purchase, redemption or other acquisition to
             the extent such dividends are cumulative; (ii) dividends in full
             for the current quarterly dividend period have been paid, or
             declared and set aside for payment, on all Parity Preferred
             Stock to the extent such dividends are cumulative; (iii) the
             Corporation has paid or set aside all amounts, if any, then or
             theretofore required to be paid or set aside for all purchase,
             retirement, and sinking funds, if any, for any Parity Preferred
             Stock; and (iv) the Corporation is not in default on any of its
             obligations to redeem any Parity Preferred Stock.

                       (d)  As long as any shares of PRIDES are outstanding,
             dividends or other distributions may not be declared or paid on
             any Parity Preferred Stock (other than dividends or other
             distributions payable in Junior Stock and cash in lieu of
             fractional shares in connection therewith), and the Corporation
             may not purchase, redeem or otherwise acquire any Parity
             Preferred Stock (except with any Junior Stock and cash in lieu
             of fractional shares in connection therewith), unless either: 
             (a)(i) full dividends on Parity Preferred Stock have been paid,
             or declared and set aside for payment, for all dividend periods
             terminating at or before the date of such Parity Preferred Stock
             dividend, distribution, purchase, redemption or other
             acquisition payment to the extent such dividends are cumulative;
             (ii) dividends in full for the current quarterly dividend period
             have been paid, or declared and set aside for payment, on all
             Parity Preferred Stock to the extent such dividends are
             cumulative; (iii) the Corporation has paid or set aside all
             amounts, if any, then or theretofore required to be paid or set
             aside for all purchase, retirement, and sinking funds, if any,
             for any Parity Preferred Stock; and (iv) the Corporation is not
             in default on any of its obligations to redeem any Parity
             Preferred Stock; or (b) with respect to the payment of dividends
             only, any such dividends shall be declared and paid pro rata so
             that the amounts of any dividends declared and paid per share of
             PRIDES and each other share of Parity Preferred Stock shall in
             all cases bear to each other the same ratio that accrued
             dividends (including any accumulation with respect to unpaid
             dividends for prior dividend periods, if such dividends are
             cumulative) per share of PRIDES and such other shares of Parity
             Preferred Stock bear to each other.

                       Section 3.  Conversion or Redemption.  (a)  Unless
             previously either redeemed or converted at the option of the
             holder in accordance with the provisions of Section 3(c), on
             December 31, 1997 (the "Mandatory Conversion Date"), each
             outstanding share of PRIDES shall mandatorily convert
             ("Mandatory Conversion") into (i) shares of authorized Common
             Stock at the PRIDES Common Equivalent Rate (as defined herein)
             in effect on the Mandatory Conversion Date and (ii) the right to
             receive cash in an amount equal to all accrued and unpaid
             Preferred Dividends on such share of PRIDES (other than
             previously declared dividends payable to a holder of record as
             of a prior date) to but excluding the Mandatory Conversion Date,
             whether or not declared, out of funds legally available for the
             payment of Preferred Dividends, subject to the right of the
             Corporation to redeem the shares of PRIDES on or after December
             31, 1996 (the "Initial Redemption Date") and before the
             Mandatory Conversion Date and subject to the conversion of the
             shares of PRIDES at the option of the holder at any time before
             the Mandatory Conversion Date.  The "PRIDES Common Equivalent
             Rate" shall initially be one share of Common Stock for each
             share of PRIDES and shall be subject to adjustment as set forth
             in Sections 3(d) and 3(e).  Shares of PRIDES shall cease to be
             outstanding on the Mandatory Conversion Date.  The Corporation
             shall make such arrangements as it deems appropriate for the
             issuance of certificates representing shares of Common Stock and
             for the payment of cash in respect of such accrued and unpaid
             dividends, if any, or cash in lieu of fractional shares, if any,
             in exchange for and contingent upon surrender of certificates
             representing the shares of PRIDES, and the Corporation may defer
             the payment of dividends on such shares of Common Stock and the
             voting thereof until, and make such payment and voting
             contingent upon, the surrender of certificates representing the
             shares of PRIDES; provided, that the Corporation shall give the
             holders of the shares of PRIDES such notice of any such actions
             as the Corporation deems appropriate and upon surrender such
             holders shall be entitled to receive such dividends declared and
             paid, if any, on such shares of Common Stock subsequent to the
             Mandatory Conversion Date.

                       (b)(i)  Shares of PRIDES are not redeemable by the
             Corporation before the Initial Redemption Date.  At any time and
             from time to time on or after that date until immediately before
             the Mandatory Conversion Date, the Corporation shall have the
             right to redeem, in whole or in part, the outstanding shares of
             PRIDES (subject to the notice provisions set forth in Section
             3(b)(iii)).  Upon any such redemption, the Corporation shall
             deliver to each holder thereof, in exchange for each such share
             of PRIDES subject to redemption, the greater of:

                       (A)  the number of shares of Common Stock equal to the
                  applicable PRIDES Call Price (as defined herein) in effect
                  on the redemption date divided by the Current Market Price
                  (as defined herein) of the Common Stock, determined as of
                  the second Trading Day (as defined herein) immediately
                  preceding the Notice Date (as defined herein); or

                       (B) .82 of a share of Common Stock (subject to
                  adjustment in the same manner as the PRIDES Optional
                  Conversion Rate (as defined herein) is adjusted).  

             Preferred Dividends on the shares of PRIDES shall cease to
             accrue on and after the date fixed for their redemption.

                       The "PRIDES Call Price" of each share of PRIDES shall
             be the sum of (x) $48.077 on and after the Initial Redemption
             Date, to and including March 31, 1997; $47.870 on and after
             April 1, 1997, to and including June 30, 1997; $47.663 on and
             after July 1, 1997, to and including September 30, 1997; $47.457
             on and after October 1, 1997, to and including November 30,
             1997; and $47.25 on and after December 1, 1997, to and including
             December 31, 1997; and (y) all accrued and unpaid Preferred
             Dividends thereon to but not including the date fixed for
             redemption (other than previously declared Preferred Dividends
             payable to a holder of record as of a prior date).  If fewer
             than all the outstanding shares of PRIDES are to be called for
             redemption, shares of PRIDES to be called shall be selected by
             the Corporation from outstanding shares of PRIDES not previously
             called by lot or pro rata (as nearly as may be) or by any other
             method determined by the Board of Directors in its sole
             discretion to be equitable.  

                       (ii)  The term "Current Market Price" per share of the
             Common Stock on any date of determination means the lesser of
             (x) the average of the Closing Prices (as defined herein) of the
             Common Stock for the 15 consecutive Trading Days ending on and
             including such date of determination, or (y) the Closing Price
             of the Common Stock for such date of determination; provided,
             however, that, with respect to any redemption of shares of
             PRIDES, if any event resulting in an adjustment of the PRIDES
             Common Equivalent Rate occurs during the period beginning on the
             first day of such 15-day period and ending on the applicable
             redemption date, the Current Market Price as determined pursuant
             to the foregoing shall be appropriately adjusted to reflect the
             occurrence of such event.  

                       (iii)  The Corporation shall provide notice of any
             redemption of the shares of PRIDES to holders of record of the
             shares of PRIDES to be called for redemption not less than 15
             nor more than 60 days before the date fixed for redemption.  Any
             such notice shall be provided by mail, sent to the holders of
             record of the shares of PRIDES to be called at each such
             holder's address as it appears on the stock register of the
             Corporation, first class postage prepaid; provided, however,
             that failure to give such notice or any defect therein shall not
             affect the validity of the proceeding for redemption of any
             shares of PRIDES to be redeemed except as to the holder to whom
             the Corporation has failed to give such notice or whose notice
             was defective.  A public announcement of any call for redemption
             shall be made by the Corporation before, or at the time of, the
             mailing of such notice of redemption.  The term "Notice Date"
             with respect to any notice given by the Corporation in
             connection with a redemption of the shares of PRIDES means the
             date on which first occurs either the public announcement of
             such redemption or the commencement of mailing of the notice to
             the holders of shares of PRIDES, in each case pursuant to this
             Section 3(b)(iii).

                       Each such notice shall state, as appropriate, the
             following and may contain such other information as the
             Corporation deems advisable:

                       (A)  the redemption date;

                       (B)  that all outstanding shares of PRIDES are to be
                  redeemed or, in the case of a redemption of fewer than all
                  outstanding shares of PRIDES, the number of such shares
                  held by such holder to be redeemed;

                       (C)  the PRIDES Call Price, the number of shares of
                  Common Stock deliverable upon redemption of each share of
                  PRIDES to be redeemed and the Current Market Price used to
                  calculate such number of shares of Common Stock;

                       (D)  the place or places where certificates for such
                  shares are to be surrendered for redemption; and 

                       (E)  that dividends on the shares of PRIDES to be
                  redeemed shall cease to accrue on and after such redemption
                  date (except as otherwise provided herein).

                       (iv)  The Corporation's obligation to deliver shares
             of Common Stock and provide funds upon redemption in accordance
             with this Section 3(b) shall be deemed fulfilled if, on or
             before a redemption date, the Corporation shall deposit with a
             bank or trust company, or an affiliate of a bank or trust
             company, having an office or agency in New York, New York and
             having (or such affiliate having) a combined capital and surplus
             of at least $50,000,000 according to its last published
             statement of condition, or shall set aside or make other
             reasonable provision for the issuance of, such number of shares
             of Common Stock as are required to be delivered by the
             Corporation pursuant to this Section 3(b) upon the occurrence of
             the related redemption of shares of PRIDES and for the payment
             of cash in lieu of the issuance of fractional share amounts and
             accrued and unpaid dividends payable in cash on the shares of
             PRIDES to be redeemed as required by this Section 3(b), in trust
             for the account of the holders of such shares of PRIDES to be
             redeemed (and so as to be and continue to be available
             therefor), with irrevocable instructions and authority to such
             bank or trust company that such shares and funds be delivered
             upon redemption of the shares of PRIDES so called for
             redemption.  Any interest accrued on such funds shall be paid to
             the Corporation from time to time.  Any shares of Common Stock
             or funds so deposited and unclaimed at the end of three years
             from such redemption date shall be repaid and released to the
             Corporation, after which the holder or holders of such shares of
             PRIDES so called for redemption shall look only to the
             Corporation for delivery of shares of Common Stock and the
             payment of any other funds due in connection with the redemption
             of the shares of PRIDES.

                       (v)  Each holder of shares of PRIDES called for
             redemption must surrender the certificates evidencing such
             shares (properly endorsed or assigned for transfer, if the Board
             of Directors shall so require and the notice shall so state) to
             the Corporation at the place designated in the notice of such
             redemption and shall thereupon be entitled to receive
             certificates evidencing shares of Common Stock and to receive
             any funds payable pursuant to this Section 3(b) following such
             surrender and following the date of such redemption.  In case
             fewer than all the shares represented by any such surrendered
             certificate are called for redemption, a new certificate shall
             be issued at the expense of the Corporation representing the
             unredeemed shares.  If such notice of redemption shall have been
             given, and if on the date fixed for redemption shares of Common
             Stock and funds necessary for the redemption shall have been
             irrevocably either set aside by the Corporation separate and
             apart from its other funds or assets in trust for the account of
             the holders of the shares to be redeemed (and so as to be and
             continue to be available therefor) or deposited with a bank or
             trust company or an affiliate thereof as provided herein or the
             Corporation shall have made other reasonable provision therefor,
             then notwithstanding that the certificates evidencing any shares
             of PRIDES so called for redemption shall not have been
             surrendered, the shares represented thereby so called for
             redemption shall be deemed no longer outstanding and Preferred
             Dividends with respect to the shares so called for redemption
             and all rights with respect to the shares so called for
             redemption shall forthwith on and after such date cease and
             terminate (unless the Corporation defaults on the payment of the
             redemption price), except for (i) the rights of the holders to
             receive the shares of Common Stock and funds, if any, payable
             pursuant to this Section 3(b) without interest upon surrender of
             their certificates therefor and (ii) the right of the holders,
             pursuant to Section 3(c) to convert the shares of PRIDES called
             for redemption until immediately before the close of business on
             any redemption date; provided, however, that holders of shares
             of PRIDES at the close of business on a record date for any
             payment of Preferred Dividends shall be entitled to receive the
             Preferred Dividend payable on such shares on the corresponding
             Dividend Payment Date notwithstanding the redemption of such
             shares following such record date and before the Dividend
             Payment Date.  Holders of shares of PRIDES that are redeemed
             shall not be entitled to receive dividends declared and paid on
             such shares of Common Stock, and such shares of Common Stock
             shall not be entitled to vote, until such shares of Common Stock
             are issued upon the surrender of the certificates representing
             such shares of PRIDES and upon such surrender such holders shall
             be entitled to receive such dividends declared and paid on such
             shares of Common Stock subsequent to such redemption date.

                       (c)  Shares of PRIDES are convertible, in whole or in
             part, at the option of the holders thereof ("Optional
             Conversion"), at any time before the Mandatory Conversion Date,
             unless previously redeemed, into shares of Common Stock at a
             rate of .82 of a share of Common Stock for each share of PRIDES
             (the "PRIDES Optional Conversion Rate"), subject to adjustment
             as set forth below.  The right of Optional Conversion of shares
             of PRIDES called for redemption shall terminate immediately
             before the close of business on any redemption date with respect
             to such shares.

                       Optional Conversion of shares of PRIDES may be
             effected by delivering certificates evidencing such shares of
             PRIDES, together with written notice of conversion and a proper
             assignment of such certificates to the Corporation or in blank
             (and, if applicable, cash payment of an amount equal to the
             Preferred Dividend attributable to the current quarterly
             dividend period payable on such shares), to the office of the
             transfer agent for the shares of PRIDES or to any other office
             or agency maintained by the Corporation for that purpose and
             otherwise in accordance with Optional Conversion procedures
             established by the Corporation.  Each Optional Conversion shall
             be deemed to have been effected immediately before the close of
             business on the date on which the foregoing requirements shall
             have been satisfied.  The Optional Conversion shall be at the
             PRIDES Optional Conversion Rate in effect at such time and on
             such date.

                       Holders of shares of PRIDES at the close of business
             on a record date for any payment of declared Preferred Dividends
             shall be entitled to receive the Preferred Dividend payable on
             such shares of PRIDES on the corresponding Dividend Payment Date
             notwithstanding the Optional Conversion of such shares of PRIDES
             following such record date and before such Dividend Payment
             Date.  However, shares of PRIDES surrendered for Optional
             Conversion after the close of business on a record date for any
             payment of declared Preferred Dividends and before the opening
             of business on the next succeeding Dividend Payment Date must be
             accompanied by payment in cash of an amount equal to the
             Preferred Dividends attributable to the current quarterly
             dividend period payable on such date (unless such shares of
             PRIDES are subject to redemption on a redemption date between
             such record date established for such Dividend Payment Date and
             such Dividend Payment Date).  Except as provided above, upon any
             Optional Conversion of shares of PRIDES, the Corporation shall
             make no payment of or allowance for unpaid Preferred Dividends,
             whether or not in arrears, on such shares of PRIDES as to which
             Optional Conversion has been effected or for previously declared
             dividends or distributions on the shares of Common Stock issued
             upon Optional Conversion.  

                       (d)  The PRIDES Common Equivalent Rate and the PRIDES
             Optional Conversion Rate are each subject to adjustment from
             time to time as provided below in this paragraph (d).  

                       (i)  If the Corporation shall pay a stock dividend or
                  make a distribution with respect to its Common Stock in
                  shares of Common Stock (including by way of
                  reclassification of any shares of its Common Stock), the
                  PRIDES Common Equivalent Rate and the PRIDES Optional
                  Conversion Rate in effect at the opening of business on the
                  day following the date fixed for the determination by
                  stockholders entitled to receive such dividend or other
                  distribution shall each be increased by multiplying such
                  PRIDES Common Equivalent Rate and PRIDES Optional
                  Conversion Rate by a fraction of which the numerator shall
                  be the sum of the number of shares of Common Stock
                  outstanding at the close of business on the date fixed for
                  such determination, immediately before such dividend or
                  distribution, plus the total number of shares of Common
                  Stock constituting such dividend or other distribution, and
                  of which the denominator shall be the number of shares of
                  Common Stock outstanding at the close of business on the
                  date fixed for such determination, immediately before such
                  dividend or distribution, such increase to become effective
                  immediately after the opening of business on the day
                  following the date fixed for such determination.  For the
                  purposes of this clause (i), the number of shares of Common
                  Stock at any time outstanding shall not include shares held
                  in the treasury of the Corporation but shall include shares
                  issuable in respect of certificates issued in lieu of
                  fractions of shares of Common Stock.

                       (ii)  In case outstanding shares of Common Stock shall
                  be subdivided or split into a greater number of shares of
                  Common Stock, the PRIDES Common Equivalent Rate and the
                  PRIDES Optional Conversion Rate in effect at the opening of
                  business on the day following the day upon which such
                  subdivision becomes effective shall each be proportionately
                  increased, and, conversely, in case outstanding shares of
                  Common Stock shall be combined into a smaller number of
                  shares of Common Stock, the PRIDES Common Equivalent Rate
                  and the PRIDES Optional Conversion Rate in effect at the
                  opening of business on the day following the day upon which
                  such combination becomes effective shall each be
                  proportionately reduced, such increases or reductions, 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.

                       (iii)  If the Corporation shall, after the date of
                  this Certificate of Designations, issue rights or warrants
                  to all holders of its Common Stock entitling them (for a
                  period not exceeding 45 days from the date of such
                  issuance) to subscribe for or purchase shares of Common
                  Stock at a price per share less than the Current Market
                  Price of the Common Stock (determined pursuant to Section
                  3(b)(ii)) on the record date for the determination of
                  stockholders entitled to receive such rights or warrants,
                  then in each case the PRIDES Common Equivalent Rate and the
                  PRIDES Optional Conversion Rate shall each be adjusted by
                  multiplying the PRIDES Common Equivalent Rate and the
                  PRIDES Optional Conversion Rate in effect on such record
                  date by a fraction of which the numerator shall be the
                  number of shares of Common Stock outstanding on the date of
                  issuance of such rights or warrants, immediately before
                  such issuance, plus the number of additional shares of
                  Common Stock offered for subscription or purchase pursuant
                  to such rights or warrants, and of which the denominator
                  shall be the number of shares of Common Stock outstanding
                  on the date of issuance of such rights or warrants,
                  immediately before such issuance, 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 pursuant to such rights or
                  warrants would purchase at such Current Market Price
                  (determined by multiplying such total number of shares by
                  the exercise price of such rights or warrants and dividing
                  the product so obtained by such Current Market Price). 
                  Shares of Common Stock held by the Corporation or by
                  another corporation of which a majority of the shares
                  entitled to vote in the election of directors are held,
                  directly or indirectly, by the Corporation shall not be
                  deemed to be outstanding for purposes of such computation. 
                  Such adjustment shall become effective at the opening of
                  business on the business day next following the record date
                  for the determination of stockholders entitled to receive
                  such rights or warrants.  To the extent that shares of
                  Common Stock are not delivered after the expiration of such
                  rights or warrants, the PRIDES Common Equivalent Rate and
                  the PRIDES Optional Conversion Rate shall each be
                  readjusted to the PRIDES Common Equivalent Rate and the
                  PRIDES Optional Conversion Rate which would then be in
                  effect had the adjustments made after the issuance of such
                  rights or warrants been made upon the basis of issuance of
                  rights or warrants in respect of only the number of shares
                  of Common Stock actually delivered.  

                       (iv)  If the Corporation shall pay a dividend or make
                  a distribution to all holders of its Common Stock
                  consisting of evidences of its indebtedness, cash or other
                  assets (including shares of capital stock of the
                  Corporation other than Common Stock but excluding any cash
                  dividends or distributions, other than Extraordinary Cash
                  Distributions (as defined herein) and dividends referred to
                  in clauses (i) and (ii) above), or shall issue to all
                  holders of its Common Stock rights or warrants to subscribe
                  for or purchase any of its securities (other than those
                  referred to in clause (iii) above), then in each such case,
                  the PRIDES Common Equivalent Rate and the PRIDES Optional
                  Conversion Rate shall each be adjusted by multiplying the
                  PRIDES Common Equivalent Rate and the PRIDES Optional
                  Conversation Rate in effect on the record date for such
                  dividend or distribution or for the determination of
                  stockholders entitled to receive such rights or warrants,
                  as the case may be, by a fraction of which the numerator
                  shall be the Current Market Price per share of the Common
                  Stock (determined pursuant to Section 3(b)(ii) on such
                  record date), and of which the denominator shall be such
                  Current Market Price per share of Common Stock less either
                  (i) the fair market value (as determined by the Board of
                  Directors, whose determination shall be conclusive) on such
                  record date of the portion of the assets or evidences of
                  indebtedness so distributed, or of such subscription rights
                  or warrants, applicable to one share of Common Stock, or
                  (ii) if applicable, the amount of the Extraordinary Cash
                  Distributions.  Such adjustment shall become effective on
                  the opening of business on the business day next following
                  the record date for such dividend or distribution or for
                  the determination of holders entitled to receive such
                  rights or warrants, as the case may be.  

                       (v)  Any shares of Common Stock issuable in payment of
                  a dividend or other distribution shall be deemed to have
                  been issued immediately before the close of business on the
                  record date for such dividend or other distribution for
                  purposes of calculating the number of outstanding shares of
                  Common Stock under this Section 3.

                       (vi)  Anything in this Section 3 notwithstanding, the
                  Corporation shall be entitled (but shall not be required)
                  to make such upward adjustments in the PRIDES Common
                  Equivalent Rate, the PRIDES Optional Conversion Rate and
                  the PRIDES Call Price in addition to those set forth by
                  this Section 3, as the Corporation, in its sole discretion,
                  shall determine to be advisable, in order that any stock
                  dividends, subdivision of stock, distribution of rights to
                  purchase stock or securities, or distribution of securities
                  convertible into or exchangeable for stock (or any
                  transaction that could be treated as any of the foregoing
                  transactions pursuant to Section 305 of the Internal
                  Revenue Code of 1986, as amended) hereafter made by the
                  Corporation to its stockholders shall not be taxable.  The
                  term "Extraordinary Cash Distribution" means, with respect
                  to any consecutive 12-month period, all cash dividends and
                  cash distributions on the Common Stock during such period
                  (other than cash dividends and cash distributions for which
                  a prior adjustment to the PRIDES Common Equivalent Rate and
                  PRIDES Optional Conversion Rate was previously made) to the
                  extent such dividends and distributions exceed, on a per
                  share of Common Stock basis, 10% of the average daily
                  Closing Price of the Common Stock over such period.

                       (vii)  In any case in which this Section 3(d) shall
                  require that an adjustment as a result of any event become
                  effective at the opening of business on the business day
                  next following a record date and the date fixed for
                  conversion pursuant to Section 3(a) or redemption pursuant
                  to Section 3(b) on and after such record date, but before
                  the occurrence of such event, the Corporation may, in its
                  sole discretion, elect to defer the following until after
                  the occurrence of such event:  (A) issuing to the holder of
                  any shares of PRIDES surrendered for conversion or
                  redemption the fractional shares of Common Stock issuable
                  before giving effect to such adjustment; and (B) paying to
                  such holder any amount in cash in lieu of a fractional
                  share of Common Stock pursuant to Section 4. 

                       (viii)  All adjustments to the PRIDES Common
                  Equivalent Rate and the PRIDES Optional Conversion Rate
                  shall be calculated to the nearest 1/100th of a share of
                  Common Stock.  No adjustment in the PRIDES Common
                  Equivalent Rate or in the PRIDES Optional Conversion Rate
                  shall be required unless such adjustment would require an
                  increase or decrease of at least one percent therein;
                  provided, however, that any adjustments which by reason of
                  this Section 3(d) are not required to be made shall be
                  carried forward and taken into account in any subsequent
                  adjustment.  All adjustments to the PRIDES Common
                  Equivalent Rate and PRIDES Optional Conversion Rate shall
                  be made successively.

                       (ix)  At least 10 business days before taking any
                  action that could result in an adjustment affecting the
                  PRIDES Common Equivalent Rate or the PRIDES Optional
                  Conversion Rate such that the conversion price (for
                  purposes of this section, an amount equal to the PRIDES
                  Call Price divided by the PRIDES Common Equivalent Rate or
                  the PRIDES Optional Conversion Rate, respectively, as in
                  effect from time to time) would be below the then par value
                  of the Common Stock, the Corporation shall take any
                  corporate action which may, in the opinion of its counsel,
                  be necessary in order that the Corporation may validly and
                  legally issue fully paid and nonassessable shares of Common
                  Stock at the PRIDES Common Equivalent Rate or the PRIDES
                  Optional Conversion Rate as so adjusted.

                       (x)  Before redeeming any shares of PRIDES, the
                  Corporation shall take any corporate action which may, in
                  the opinion of its counsel, be necessary in order that the
                  Corporation may validly and legally issue fully paid and
                  nonassessable shares of Common Stock upon such redemption.

                       (e)  In case of any consolidation or merger to which
             the Corporation is a party (other than a consolidation or merger
             in which the Corporation is the surviving or continuing
             corporation and in which the shares of Common Stock outstanding
             immediately before the merger or consolidation remain
             unchanged), or in the case of any sale or transfer to another
             corporation of the property of the Corporation as an entirety or
             substantially as an entirety, or in the case of a statutory
             exchange of securities with another corporation (other than in
             connection with a merger or acquisition), each share of PRIDES
             shall, after consummation of such transaction, be subject to (i)
             conversion at the option of the holder into the kind and amount
             of securities, cash, or other property receivable upon
             consummation of such transaction by a holder of the number of
             shares of Common Stock into which such share of PRIDES might
             have been converted immediately before consummation of such
             transaction, (ii) conversion on the Mandatory Conversion Date
             into the kind and amount of securities, cash, or other property
             receivable upon consummation of such transaction by a holder of
             the number of shares of Common Stock into which such share of
             PRIDES would have been converted if the conversion on the
             Mandatory Conversion Date had occurred immediately before the
             date of consummation of such transaction, plus the right to
             receive cash in an amount equal to all accrued and unpaid
             dividends on such share of PRIDES (other than previously
             declared dividends payable to a holder of record as of a prior
             date), and (iii) redemption on any redemption date in exchange
             for the kind and amount of securities, cash, or other property
             receivable upon consummation of such transaction by a holder of
             the number of shares of Common Stock that would have been
             issuable at the PRIDES Call Price in effect on such redemption
             date upon a redemption of such share of PRIDES immediately
             before consummation of such transaction, assuming that, if the
             Notice Date for such redemption is not before such transaction,
             the Notice Date had been the date of such transaction; and
             assuming in each case that such holder of shares of Common Stock
             failed to exercise rights of election, if any, as to the kind or
             amount of securities, cash, or other property receivable upon
             consummation of such transaction (provided that, if the kind or
             amount of securities, cash, or other property receivable upon
             consummation of such transaction is not the same for each
             non-electing share, then the kind and amount of securities,
             cash, or other property receivable upon consummation of such
             transaction for each non-electing share shall be deemed to be
             the kind and amount so receivable per share by a plurality of
             the non-electing shares).  The kind and amount of securities
             into or for which the shares of PRIDES shall be convertible or
             redeemable after consummation of such transaction shall be
             subject to adjustment as described in Section 3(d) following the
             date of consummation of such transaction.  The Corporation may
             not become a party to any such transaction unless the terms
             thereof are consistent with the foregoing.

                       (f)  Whenever the PRIDES Common Equivalent Rate and
             PRIDES Optional Conversion Rate are adjusted as provided in
             Section 3(d), the Corporation shall:

                       (i)  forthwith compute the adjusted PRIDES Common
                  Equivalent Rate and PRIDES Optional Conversion Rate in
                  accordance with this Section 3 and prepare a certificate
                  signed by the Chief Financial Officer, any Vice President,
                  the Treasurer or the Controller of the Corporation setting
                  forth the adjusted PRIDES Common Equivalent Rate and the
                  PRIDES Optional Conversion Rate, the method of calculation
                  thereof in reasonable detail and the facts requiring such
                  adjustment and upon which such adjustment is based, which
                  certificate shall be conclusive, final and binding evidence
                  of the correctness of the adjustment, and shall file such
                  certificate forthwith with the transfer agent for the
                  shares of the PRIDES and the Common Stock; 

                       (ii)  make a prompt public announcement stating that
                  the PRIDES Common Equivalent Rate and PRIDES Optional
                  Conversion Rate have been adjusted and setting forth the
                  adjusted PRIDES Common Equivalent Rate and PRIDES Optional
                  Conversion Rate; 

                       (iii)  mail a notice stating that the PRIDES Common
                  Equivalent Rate and the PRIDES Optional Conversion Rate
                  have been adjusted, the facts requiring such adjustment and
                  upon which such adjustment is based and setting forth the
                  adjusted PRIDES Common Equivalent Rate and PRIDES Optional
                  Conversion Rate, to the holders of record of the
                  outstanding shares of PRIDES, at or prior to the time the
                  Corporation mails an interim statement, if any, to its
                  stockholders covering the fiscal quarter period during
                  which the facts requiring such adjustment occurred, but in
                  any event within 45 days of the end of such fiscal quarter
                  period.

                       (g)  In case, at any time while any of the shares of
             PRIDES are outstanding,

                       (i)  the Corporation shall declare a dividend (or any
                  other distribution) on the Common Stock, excluding any cash
                  dividends other than Extraordinary Cash Distributions; or 

                       (ii)  the Corporation shall authorize the issuance to
                  all holders of the Common Stock of rights or warrants to
                  subscribe for or purchase shares of the Common Stock or of
                  any other subscription rights or warrants; or 

                       (iii)  the Corporation shall authorize any
                  reclassification of the Common Stock (other than a
                  subdivision or combination thereof) or any consolidation or
                  merger to which the Corporation is a party and for which
                  approval of any stockholders of the Corporation is required
                  (except for a merger of the Corporation into one of its
                  subsidiaries solely for the purpose of changing the
                  corporate domicile of the Corporation to another state of
                  the United States and in connection with which there is no
                  substantive change in the rights or privileges of any
                  securities of the Corporation other than changes resulting
                  from differences in the corporate statutes of the state the
                  Corporation was then domiciled in and the new state of
                  domicile), or the sale or transfer of all or substantially
                  all of the assets of the Corporation;  

             then the Corporation shall cause to be filed at each office or
             agency maintained for the purpose of conversion of the shares of
             PRIDES, and shall cause to be mailed to the holders of shares of
             PRIDES at their last addresses as they shall appear on the stock
             register of the Corporation, at least 10 business days before
             the date hereinafter specified in clause (A) or (B) below (or
             the earlier of the dates hereinafter specified, in the event
             that more than one date is specified), a notice stating (A) the
             date on which a record is to be taken for the purpose of such
             dividend, distribution, rights or warrants, or, if a record is
             not to be taken, the date as of which the holders of Common
             Stock of record to be entitled to such dividend, distribution,
             rights or warrants are to be determined, or (B) the date on
             which any such reclassification, consolidation, merger, sale,
             transfer, dissolution, liquidation or winding up is expected to
             become effective, and the date as of which it is expected that
             holders of Common Stock of record shall be entitled to exchange
             their Common Stock for securities or other property (including
             cash), if any, deliverable upon such reclassification,
             consolidation, merger, sale, transfer, dissolution, liquidation
             or winding up.  The failure to give or receive the notice
             required by this paragraph (g) or any defect therein shall not
             affect the legality or validity of any such dividend,
             distribution, right or warrant or other action. 

                       Section 4.  No Fractional Shares.  No fractional
             shares of Common Stock shall be issued upon redemption or
             conversion of any shares of the PRIDES.  In lieu of any
             fractional share otherwise issuable in respect of the aggregate
             number of shares of the PRIDES of any holder that are redeemed
             or converted on any redemption date or upon Mandatory Conversion
             or Optional Conversion, such holder shall be entitled to receive
             an amount in cash (computed to the nearest cent) equal to the
             same fraction of the (i) Current Market Price of the Common
             Stock (determined as of the second Trading Day immediately
             preceding the Notice Date) in the case of redemption, or (ii)
             Closing Price of the Common Stock determined (A) as of the fifth
             Trading Day immediately preceding the Mandatory Conversion Date,
             in the case of Mandatory Conversion, or (B) as of the second
             Trading Day immediately preceding the effective date of
             conversion, in the case of an Optional Conversion by a holder. 
             If more than one share of PRIDES shall be surrendered for
             conversion or redemption at one time by or for the same holder,
             the number of full shares of Common Stock issuable upon
             conversion thereof shall be computed on the basis of the
             aggregate number of shares of the PRIDES so surrendered or
             redeemed.

                       Section 5.  Reservation of Common Stock.  The
             Corporation shall at all times reserve and keep available out of
             its authorized and unissued Common Stock, solely for issuance
             upon the conversion or redemption of shares of PRIDES, as herein
             provided, free from preemptive rights, such maximum number of
             shares of Common Stock as shall from time to time be issuable
             upon the Mandatory Conversion or Optional Conversion or
             redemption of all the shares of PRIDES then outstanding.  

                       Section 6.  Definitions.  As used in this Certificate
             of Designations:

                       (i)  the term "business day" shall mean any day other
                  than a Saturday, Sunday, or a day on which banking
                  institutions in the State of New York are authorized or
                  obligated by law or executive order to close; 

                       (ii)  the term "Closing Price", on any day, shall mean
                  the last sale price as shown on the New York Stock Exchange
                  Composite Tape on such day, or, in case no such sale takes
                  place on such day, the average of the reported closing bid
                  and asked prices regular way on the New York Stock
                  Exchange, or, if the Common Stock is not listed or admitted
                  to trading on such Exchange, on the principal national
                  securities exchange on which the Common Stock is listed or
                  admitted to trading, or, if not listed or admitted to
                  trading on any national securities exchange, the average of
                  the closing bid and asked prices of the Common Stock on the
                  over-the-counter market on the day in question as reported
                  by the National Association of Securities Dealers, Inc.
                  Automated Quotation System, or a similar generally accepted
                  reporting service, or if not so available in such manner,
                  as furnished by any New York Stock Exchange member firm
                  selected from time to time by the Board of Directors for
                  that purpose; 

                       (iii)  the term "record date" shall be such date as
                  from time to time fixed by the Board of Directors with
                  respect to the receipt of dividends, the receipt of a
                  redemption price upon redemption or the taking of any
                  action or exercise of any voting rights permitted hereby;
                  and 

                       (iv)  the term "Trading Day" shall mean a date on
                  which the New York Stock Exchange (or any successor to such
                  Exchange) is open for the transaction of business.  

                       Section 7.  Payment of Taxes.  The Corporation shall
             pay any and all documentary, stamp or similar issue or transfer
             taxes payable in respect of the issue or delivery of shares of
             Common Stock on the redemption or conversion of shares of PRIDES
             pursuant to Section 3; provided, however, that the Corporation
             shall not be required to pay any tax which may be payable in
             respect of any registration of transfer involved in the issue or
             delivery of shares of Common Stock in a name other than that of
             the registered holder of shares of PRIDES redeemed or converted
             or to be redeemed or converted, and no such issue or delivery
             shall be made unless and until the person requesting such issue
             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.  

                       Section 8.  Liquidation Rights.  In the event of any
             voluntary or involuntary liquidation, dissolution, or winding up
             of the Corporation, and subject to the rights of holders of any
             other series of Preferred Stock, the holders of outstanding
             shares of PRIDES are entitled to receive the sum of $47.25 per
             share, plus an amount equal to any accrued and unpaid Preferred
             Dividends thereon, out of the assets of the Corporation
             available for distribution to stockholders, before any
             distribution of assets is made to holders of Second Preferred
             Stock, Common Stock or any other capital stock ranking junior to
             the shares of PRIDES upon liquidation, dissolution, or winding
             up.  If upon any voluntary or involuntary liquidation,
             dissolution, or winding up of the Corporation, the assets of the
             Corporation are insufficient to permit the payment of the full
             preferential amounts payable with respect to the shares of
             PRIDES and all other series of Parity Preferred Stock, the
             holders of shares of PRIDES and of all other series of Parity
             Preferred Stock shall share ratably in any distribution of
             assets of the Corporation in proportion to the full respective
             preferential amounts to which they are entitled.  After payment
             of the full amount of the liquidating distribution to which they
             are entitled, the holders of shares of PRIDES shall not be
             entitled to any further participation in any distribution of
             assets by the Corporation.  A consolidation or merger of the
             Corporation with or into one or more other corporations (whether
             or not the Corporation is the corporation surviving such
             consolidation or merger), or a sale, lease or exchange of all or
             substantially all of the assets of the Corporation shall not be
             deemed to be a voluntary or involuntary liquidation,
             dissolution, or winding up of the Corporation.

                       Section 9.  Voting Rights.  (a)  The holders of shares
             of PRIDES shall have the right with the holders of Common Stock
             to vote in the election of directors and upon each other matter
             coming before any meeting of the holders of Common Stock on the
             basis of 4/5 of a vote for each share of PRIDES held.  The
             holders of shares of PRIDES and the holders of Common Stock
             shall vote together as one class on such matters except as
             otherwise provided by law or by the Restated Certificate of
             Incorporation.

                       (b)  In the event that dividends on the shares of
             PRIDES or any other series of Preferred Stock shall be in
             arrears and unpaid for six quarterly dividend periods, or if any
             series of Preferred Stock (other than the PRIDES) shall be
             entitled for any other reason to exercise voting rights,
             separate from the Common Stock, to elect any directors of the
             Corporation ("Preferred Stock Directors"), the holders of the
             shares of PRIDES (voting separately as a class with holders of
             all other series of Preferred Stock upon which like voting
             rights have been conferred and are exercisable), with each share
             of PRIDES entitled to one vote on this and other matters in
             which Preferred Stock votes as a group, shall be entitled to
             vote for the election of two directors of the Corporation, such
             directors to be in addition to the number of directors
             constituting the Board of Directors immediately before the
             accrual of such right.  Such right, when vested, shall continue
             until all cumulative dividends accumulated and payable on the
             shares of PRIDES and such other series of Preferred Stock shall
             have been paid in full and the right of any other series of
             Preferred Stock to exercise voting rights, separate from the
             Common Stock, to elect Preferred Stock Directors shall terminate
             or have terminated, and, when so paid and any such termination
             occurs or has occurred, such right of the holders of the shares
             of PRIDES shall cease.  The term of office of any director
             elected by the holders of the shares of PRIDES and such other
             series shall terminate on the earlier of (i) the next annual
             meeting of stockholders at which a successor shall have been
             elected and qualified or (ii) the termination of the right of
             holders of the shares of PRIDES and such other series to vote
             for such directors.

                       (c)  The Corporation shall not, without the approval
             of the holders of at least 66-2/3 percent of the shares of
             PRIDES then outstanding:  (i) amend, alter, or repeal any of the
             provisions of the Restated Certificate of Incorporation or
             By-Laws of the Corporation so as to affect adversely the powers,
             preferences or rights of the holders of the shares of PRIDES
             then outstanding or reduce the minimum time for any required
             notice to which the holders of the shares of PRIDES then
             outstanding may be entitled (an amendment of the Restated
             Certificate of Incorporation to authorize or create, or to
             increase the authorized amount of, Junior Stock or any stock of
             any class ranking on a parity with the PRIDES being deemed not
             to affect adversely the powers, preferences, or rights of the
             holders of the shares of PRIDES); (ii) authorize or create, or
             increase the authorized amount of, any capital stock, or any
             security convertible into capital stock of any class, ranking
             prior to the shares of PRIDES either as to the payment of
             dividends or the distribution of assets upon liquidation,
             dissolution or winding up of the Corporation; or (iii) merge or
             consolidate with or into any other corporation, unless each
             holder of shares of PRIDES immediately preceding such merger or
             consolidation shall receive or continue to hold in the resulting
             corporation the same number of shares, with substantially the
             same rights and preferences, as correspond to the shares of
             PRIDES so held.

                       (d)  The Corporation shall not, without the approval
             of the holders of at least a majority of the shares of PRIDES
             then outstanding:  (i) increase the authorized number of shares
             of Preferred Stock; or (ii) create any other class or classes of
             capital stock of the Corporation ranking on a parity with the
             Preferred Stock, either as to payment of dividends or the
             distribution of assets upon liquidation, dissolution or winding
             up of the Corporation, or create any stock or other security
             convertible into or exchangeable for or evidencing the right to
             purchase any stock of such other class ranking on a parity with
             the Preferred Stock, or increase the authorized number of shares
             of any such other class or amount of such other stock or
             security.

                       (e)  Notwithstanding the provisions set forth in
             Sections 9(c) and 9(d), no such approval described therein of
             the holders of the shares of PRIDES shall be required if, at or
             before the time when such amendment, alteration, or repeal is to
             take effect or when the authorization, creation, increase or
             issuance of any such prior or parity stock or convertible
             security is to be made, or when such consolidation or merger,
             voluntary liquidation, dissolution, or winding up, sale, lease,
             conveyance, purchase, or redemption is to take effect, as the
             case may be, provision is made for the redemption of all shares
             of PRIDES at the time outstanding.

                  IN WITNESS WHEREOF, Reynolds Metals Company has caused this
certificate to be signed and attested this 20th day of January, 1994.

                                      REYNOLDS METALS COMPANY



                                      By: Henry S. Savedge, Jr.
                                      Name:  Henry S. Savedge, Jr.
                                      Title: Executive Vice President and
                                             Chief Financial Officer


Attest:



D. Michael Jones          
Name:  D. Michael Jones
Title: Vice President, General
               Counsel and Secretary

EX-2

                                                           EXHIBIT 2

                                  By-Laws

                                    of

                          REYNOLDS METALS COMPANY

                             Table of Contents



                                                                       Page
ARTICLE I - Stock
     Section 1.     Certificates for Stock . . . . . . . . .             l 
     Section 2.     Transfers of Stock . . . . . . . . . . .             1 
     Section 3.     Holders of Record  . . . . . . . . . . .             1 
     Section 4.     Lost or Destroyed Certificates . . . . .             2 

ARTICLE II - Stockholders' Meetings
     Section 1.     Place of Meetings  . . . . . . . . . . .             2 
     Section 2.     Annual Meetings  . . . . . . . . . . . .             2 
     Section 3.     Special Meetings . . . . . . . . . . . .             2 
     Section 4.     Matters to be Brought Before
                    Stockholders Meetings  . . . . . . . . .             2 
     Section 5.     Notice of Meetings . . . . . . . . . . .             3 
     Section 6.     Quorum . . . . . . . . . . . . . . . . .             4 
     Section 7.     Adjourned Meetings . . . . . . . . . . .             4 
     Section 8.     Inspectors of Election . . . . . . . . .             4 
     Section 9.     List of Stockholders . . . . . . . . . .             5 
     Section 10.    Voting . . . . . . . . . . . . . . . . .             5 
     Section 11.    Consents in Writing  . . . . . . . . . .             5 

ARTICLE III - Board of Directors
     Section 1.     Number; Term of Office; Powers . . . . .             6 
     Section 2.     Resignations . . . . . . . . . . . . . .             6 
     Section 3.     Vacancies  . . . . . . . . . . . . . . .             6 
     Section 4.     Annual Meeting . . . . . . . . . . . . .             6 
     Section 5.     Regular Meetings . . . . . . . . . . . .             6 
     Section 6.     Special Meetings . . . . . . . . . . . .             6 
     Section 7.     Notice of Meetings . . . . . . . . . . .             7 
     Section 8.     Quorum; Adjourned Meetings;
                    Required Vote  . . . . . . . . . . . . .             7 
     Section 9.     Committees . . . . . . . . . . . . . . .             7 
     Section 10.    Compensation . . . . . . . . . . . . . .             8 
     Section 11.    Consents in Writing  . . . . . . . . . .             8 
     Section 12.    Participation by Conference Telephone  .             8 


                       Table of Contents, Continued



ARTICLE IV - Officers
     Section 1.     Officers . . . . . . . . . . . . . . . .             8 
     Section 2.     Chairman of the Board  . . . . . . . . .             9 
     Section 3.     Vice Chairmen of the Board . . . . . . .             9 
     Section 4.     President  . . . . . . . . . . . . . . .             9 
     Section 5.     Vice Presidents  . . . . . . . . . . . .             9 
     Section 6.     General Counsel  . . . . . . . . . . . .             9 
     Section 7.     Secretary  . . . . . . . . . . . . . . .             9 
     Section 8.     Treasurer  . . . . . . . . . . . . . . .             9 
     Section 9.     Controller . . . . . . . . . . . . . . .            10 
     Section 10.    Other Officers and Assistant Officers  .            10 
     Section 11.    Term of Office; Vacancies  . . . . . . .            10 
     Section 12.    Removal  . . . . . . . . . . . . . . . .            10 

ARTICLE V - Dividends and Finance
     Section 1.     Dividends  . . . . . . . . . . . . . . .            10 
     Section 2.     Deposits; Withdrawals; Notes and Other
                    Instruments  . . . . . . . . . . . . . .            10 
     Section 3.     Fiscal Year  . . . . . . . . . . . . . .            10 

ARTICLE VI - Books and Records; Record Date
     Section 1.     Books and Records  . . . . . . . . . . .            11 
     Section 2.     Record Date  . . . . . . . . . . . . . .            11 

ARTICLE VII - Notices
     Section 1.     Notices  . . . . . . . . . . . . . . . .            12 
     Section 2.     Waivers of Notice  . . . . . . . . . . .            12 

ARTICLE VIII - Contracts
     Section 1.     Interested Directors or Officers . . . .            12 

ARTICLE IX - Seal
     Section 1.     Seal . . . . . . . . . . . . . . . . . .            13 

ARTICLE X - Indemnification
     Section 1.     Indemnification in Third Party
                    Actions  . . . . . . . . . . . . . . . .            13 
     Section 2.     Indemnification in an Action by or in
                    the Right of the Corporation . . . . . .            14 
     Section 3.     Indemnification as of Right  . . . . . .            14 
     Section 4.     Determination of Indemnification . . . .            15 
     Section 5.     Advance for Expenses . . . . . . . . . .            15 
     Section 6.     General Provisions . . . . . . . . . . .            15 

ARTICLE XI - Amendments
     Section 1.     Amendments . . . . . . . . . . . . . . .            16 

                                  By-Laws
                                     
                                    of
                                     
                          REYNOLDS METALS COMPANY
                                     
                 (Incorporated under the Laws of Delaware)
                                     
                                     
                                     
                             ARTICLE I - Stock


     1.   Certificates for Stock.  Certificates of Stock shall be issued in
numerical order, be signed by the Chairman of the Board of Directors, a
Vice Chairman of the Board of Directors, the President or a Vice President,
and by the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, and sealed with the corporate seal; provided, that
where any Certificate of Stock is signed by a duly appointed and authorized
Transfer Agent or Registrar the signatures of the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, the President, Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer
may be facsimile, engraved or printed, and the seal of the corporation on
any such Certificate of Stock may be facsimile, engraved or printed.  In
case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he
or she were such officer, transfer agent or registrar at the date of issue.

     2.   Transfers of Stock.  Transfers of stock shall be made only upon
the books of the corporation, and only by the person named in the
certificate or by attorney, lawfully constituted in writing, and only upon
surrender of the certificate therefor.  The directors may by resolution
make reasonable regulations for the transfers of stock.

     3.   Holders of Record.  Registered stockholders only shall be
entitled to be treated by the corporation as the holders in fact of the
stock standing in their respective names and the corporation shall not be
bound to recognize any equitable or other claim to or interest in any share
on the part of any other person, whether or not it shall have express or
other notice thereof, except as expressly provided by the laws of Delaware.

     4.   Lost or Destroyed Certificates.  In case of loss or destruction
of any certificate of stock another may be issued in its place upon
satisfactory proof of such loss or destruction and upon the giving of a
satisfactory bond of indemnity to the corporation, all as determined either
expressly by the directors or pursuant to general authority granted by
them.


                    ARTICLE II - Stockholders' Meetings


     1.   Place of Meetings.  Meetings of the stockholders shall be held at
such place, within or outside the State of Delaware, as the Board of
Directors may determine.

     2.   Annual Meeting.  The annual meeting of the stockholders of the
corporation, for the election of directors to succeed those whose terms
expire, and for the transaction of such other business as may come before
the meeting, shall be held on the first Wednesday after April 15th of each
year, if not a legal holiday, and if a legal holiday, then on the first
business day following, at eleven o'clock in the forenoon, or on such other
date and at such other time as may be fixed by the Board of Directors.  If
the annual meeting of the stockholders be not held as herein prescribed,
the election of directors may be held at any meeting thereafter called
pursuant to these By-Laws.

     3.   Special Meetings.  Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, or a Vice Chairman of the
Board of Directors, or the President or by the Board of Directors, and
shall be called at any time by the Board of Directors upon the request in
writing of stockholders entitled to cast a majority of the votes which all
stockholders are entitled to cast.  Such request must state the purpose of
the meeting.

     4.   Matters to be Brought Before Stockholders Meetings.  Except as
otherwise provided by law, at any annual or special meeting of stockholders
only such business shall be conducted as shall have been properly brought
before the meeting in accordance with this Section.

          In order to be properly brought before the meeting, such business
must have either been (i) specified in the written notice of the meeting
(or any supplement thereto) given to stockholders of record on the record
date for such meeting by or at the direction of the Board of Directors,
(ii) brought before the meeting at the direction of the Board of Directors
or the officer presiding over the meeting, or (iii) specified in a written
notice given by or on behalf of a stockholder of record on the record date
for such meeting entitled to vote thereat or a duly authorized proxy for
such stockholder, in accordance with all of the following requirements.

          A notice referred to in clause (iii) hereof must be delivered
personally to, or mailed to and received at, the principal executive office
of the corporation, addressed to the attention of the Secretary, not more
than ten (10) days after the date of the initial notice referred to in
clause (i) hereof, in the case of business to be brought before a special
meeting of stockholders, and not less than thirty (30) days prior to the
first anniversary date of the initial notice referred to in clause (i)
hereof of the previous year's annual meeting, in the case of business to be
brought before an annual meeting of stockholders, provided, however, that
such notice shall not be required to be given more than ninety (90) days
prior to an annual meeting of stockholders.  Such notice referred to in
clause (iii) hereof shall set forth:

          (a)  a full description of each such item of business proposed to
be brought before the meeting;

          (b)  the name and address of the person proposing to bring such
business before the meeting;

          (c)  the class and number of shares held of record, held
beneficially and represented by proxy by such person as of the record date
for the meeting (if such date has then been made publicly available) and as
of the date of such notice;

          (d)  if any item of such business involves a nomination for
director, all information regarding each such nominee that would be
required to be set forth in a definitive proxy statement filed with the
Securities and Exchange Commission pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, or any successor thereto and the written
consent of each such nominee to serve if elected; and

          (e)  all other information that would be required to be filed
with the Securities and Exchange Commission if, with respect to the
business proposed to be brought before the meeting, the person proposing
such business was a participant in a solicitation subject to Section 14 of
the Securities Exchange Act of 1934, as amended, or any successor thereto.

          No business shall be brought before any meeting of stockholders
of the corporation otherwise than as provided in this Section.

     5.   Notice of Meetings.  Written notice of the place, date and hour
of the annual and of all special meetings of the stockholders and, in the
case of special meetings, of the purpose or purposes for which such special
meeting is called, shall be given in the manner specified in Section l of
Article VII of these By-Laws not less than ten (10) nor more than sixty
(60) days prior to the meeting, to each stockholder of record of the
corporation entitled to vote thereat.  Business transacted at all special
meetings shall be confined to the purposes stated in the notice.

     6.   Quorum.  A quorum at any annual or special meeting of the
stockholders shall consist of the presence, in person or by proxy, of
stockholders entitled to cast a majority of the votes which all
stockholders are entitled to cast, except as otherwise specifically
provided by law or in the Certificate of Incorporation.

     7.   Adjourned Meetings.  If a quorum be not present at a properly
called stockholders' meeting, the meeting may be adjourned from time to
time by a majority in interest of those present in person or by proxy and
entitled to vote thereat.  At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.  If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the
meeting; otherwise, no notice of such adjourned meeting need be given if
the time and place thereof are announced at the meeting at which the
adjournment is taken.  The absence from any meeting of stockholders holding
the number of shares of stock of the corporation required by law, the
Certificate of Incorporation or these By-Laws for action upon any given
matter shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting, if there shall be
present thereat in person or by proxy stockholders holding the number of
shares of stock of the corporation required in respect of such other matter
or matters.

     8.   Inspectors of Election.  In advance of any meeting of
stockholders or any corporate action to be taken by the stockholders in
writing without a meeting, the Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer or Secretary of the corporation shall
appoint one or more inspectors of election to serve at such meeting or to
examine such written consents and to make a written report with respect
thereto.  In addition, any such officer may, but shall not be required to,
designate one or more persons as alternate inspectors to replace any
inspector who fails to act.  If no inspector or alternate is able to act at
a meeting of stockholders, the presiding officer at such meeting shall
appoint one or more inspectors to act at the meeting.  Each inspector shall
discharge his or her duties in accordance with applicable law and shall,
before entering upon the discharge of his or her duties, take and sign an
oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability.


     9.   List of Stockholders.  A complete list of the stockholders
entitled to vote at each annual or special meeting of the stockholders of
the corporation, arranged in alphabetical order, showing the address of
record of each and the number of voting shares held by each, shall be
prepared by the Secretary, who shall have charge of the stock ledger, and
filed in the City (or, if such meeting is to be held at a place not within
any city, then in the county) where the meeting is to be held, at a
location specified in the Notice of Meeting, or if no such location is
specified in such notice, at the place where the meeting is to be held, at
least ten (10) days before every such meeting, and shall, during the usual
hours for business, be open to the examination of any stockholder for any
purpose germane to the meeting, and during the whole time of said meeting
be open to the examination of any stockholder.

     10.  Voting.  Subject to the provisions of Article VI, Section 2 of
these By-Laws, and except where a different vote per share is prescribed by
the Certificate of Incorporation for a class of stock, each holder of stock
of a class which is entitled to vote in any election or on any other
questions at any annual or special meeting of the stockholders shall be
entitled to one vote, in person or by written proxy, for each share of such
class held of record.  Except where, and to the extent that, a different
percentage of votes and/or a different exercise of voting power is
prescribed by law, the Certificate of Incorporation or these By-Laws, all
elections and other questions shall be decided by the vote of stockholders,
present in person or by proxy and entitled to vote, representing a majority
of the votes cast.  Abstentions shall be counted in the tabulation of the
votes cast.  The votes for directors, and, upon demand of any stockholder,
or where required by law, the votes upon any question before the meeting,
shall be by ballot; otherwise, the election shall be held as the presiding
officer prescribes.

     11.  Consents in Writing.  Any action which might have been taken
under these By-Laws by a vote of the stockholders at a meeting thereof may
be taken by them without a meeting, without prior notice and without a
vote, if a consent in writing setting forth the action so taken shall be
signed by the holders of outstanding shares of stock of the corporation
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted; provided, that prompt notice of the
taking of such corporate action shall be given to those stockholders who
have not consented thereto if less than unanimous written consent is
obtained.


                     ARTICLE III - Board of Directors


     1.   Number; Term of Office; Powers.  The business and affairs of the
corporation shall be under the direction of a Board of Directors,
consisting of fifteen (15) persons.  Directors shall be elected for one
year, and shall hold office until their successors are elected and
qualified.  Directors need not be stockholders.  In addition to the power
and authority expressly conferred upon them by the By-Laws and the
Certificate of Incorporation, the Board of Directors may exercise all such
powers of the corporation and do all such lawful acts and things as are not
by law or by the Certificate of Incorporation or by these By-Laws directed
or required to be exercised or done by the stockholders.

     2.   Resignations.  Any director may resign at any time by giving
written notice of resignation to the Board of Directors, to the Chief
Executive Officer or to the Secretary of the corporation. Any such
resignation shall take effect at the time specified therein, or if the time
be not specified therein, then upon receipt thereof.  The acceptance of
such resignation shall not be necessary to make it effective.

     3.   Vacancies.  Except as otherwise specifically provided by law, the
Certificate of Incorporation or these By-Laws, all vacancies in the Board
of Directors, whether caused by resignation, death, increase in the number
of authorized directors or otherwise, may be filled by a majority of the
Board of Directors then in office, even though less than a quorum, or by
the stockholders at a special meeting.  A director thus elected to fill any
vacancy shall hold office until the next annual meeting of stockholders and
until a successor is elected and qualified.

     4.   Annual Meeting.  The annual meeting of the Board of Directors,
for the election of officers and the transaction of other business, shall
be held on the same day and at the same place as, and as soon as
practicable following, the annual meeting of stockholders, or at such other
date, time or place as the directors may by resolution designate.

     5.   Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such times, and at such place within or outside the State
of Delaware, as the Board of Directors may from time to time by resolution
designate.

     6.   Special Meetings.  Special meetings of the directors may be
called at any time by the Chairman of the Board of Directors, a Vice
Chairman of the Board of Directors, the President or an Executive Vice
President, or by the Secretary upon written request of one-third of the
directors, such request stating the purpose for which the meeting is to be
called.  Special meetings shall be held at the principal office of the
corporation or at such office within or outside the State of Delaware as
the directors may from time to time designate.

     7.   Notice of Meetings.  Except as otherwise required by law, notice
of special meetings of the Board of Directors or of any committee of the
Board of Directors shall be given to each director or to each committee
member, as the case may be, by mail at least two days before the day on
which the meeting is to be held or by personal delivery, word-of-mouth,
telephone, telegraph, radio, cable or other comparable means at least six
hours before the time at which the meeting is to be held.  Such notice
shall state the time and place of such meeting, but need not state the
purposes thereof unless otherwise required by law.  No notice need be given
of the annual meeting of directors or of regular meetings of directors or
of committees of the Board of Directors, provided that, whenever the time
or place of such meetings shall be fixed or changed, notice of such action
shall be given promptly to each director or to each committee member, as
the case may be, who shall not have been present at the meeting at which
such action was taken.

     8.   Quorum; Adjourned Meetings; Required Vote.  A majority of the
Board of Directors as constituted from time to time shall be necessary and
sufficient at all meetings to constitute a quorum for the transaction of
business.  In the absence of a quorum, a majority of those present may
adjourn the meeting from time to time and the meeting may be held as
adjourned without further notice provided a quorum be present at such
adjourned meeting.  Unless otherwise specifically provided by the
Certificate of Incorporation or statute, the act of a majority of the
directors present at any properly convened meeting at which there is a
quorum, but in no case less than one-third of all of the directors then in
office, shall be the act of the Board of Directors.

     9.   Committees.  Standing or Temporary Committees may be appointed
from their own number by the Board of Directors from time to time, and the
directors may from time to time vest such committees with such powers as
the directors may see fit, subject to such conditions as the directors may
prescribe or as may be prescribed by law.  All committees shall consist of
two or more directors. The term of office of the members of each committee
shall be as fixed from time to time by the Board of Directors; provided,
however, that any committee member who ceases to be a director shall ipso
facto cease to be a committee member.  Any member of any committee may be
removed at any time with or without cause by the Board of Directors, and
any vacancy in any committee may be filled by the Board of Directors.  All
committees shall keep regular minutes of their transactions and shall cause
them to be recorded in books kept for that purpose in the office of the
corporation, and shall report the same to the Board of Directors at their
regular meetings.  Subject to this Section 9 and except as otherwise
determined by the Board of Directors, each committee may make rules for the
conduct of its business.

     10.  Compensation.  Directors, as such, may receive, pursuant to
resolution of the Board of Directors, fixed fees, other compensation and
expenses for their services as directors, including, without limitation,
services as chairmen or as members of committees of the directors;
provided, however, that nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

     11.  Consents in Writing.  Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of
Directors or committee.

     12.  Participation by Conference Telephone.  Members of the Board of
Directors or of any committee may participate in a meeting of such Board of
Directors or committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at the meeting.


                           ARTICLE IV - Officers


     1.   Officers.  The corporation may have a Chairman of the Board of
Directors, one or more Vice Chairmen of the Board of Directors, a
President, one or more Vice Presidents, which may include Executive and
Senior Vice Presidents, a General Counsel, a Secretary, a Treasurer, a
Controller and such other officers and assistant officers as the Board of
Directors shall deem appropriate; provided, that the corporation shall have
such officers as are required by applicable law.  Officers shall be elected
annually by the Board of Directors.  One person may hold more than one
office.

          The Board of Directors shall designate a Chief Executive Officer,
and may designate a Chief Operating Officer and a Chief Financial Officer
from among the officers of the corporation.

          The Chief Executive Officer shall have general supervision and
management of the business and affairs of the corporation, subject to the
control of the Board of Directors, and may prescribe the duties to be
performed by the officers of the corporation in addition to the duties
prescribed by these By-Laws or by the Board of Directors.  In the absence
or disability of the Chairman of the Board of Directors, the Chief
Executive Officer shall preside at all meetings of stockholders and
directors.  In the absence or disability of the Chief Executive Officer,
such officer of the corporation as the Chief Executive Officer shall have
designated in writing to the Board of Directors or to the Secretary of the
corporation shall, subject to further action by the Board of Directors,
have the powers and perform the duties of the Chief Executive Officer.

     2.   Chairman of the Board.  The Chairman of the Board of Directors
shall preside at all meetings of stockholders and directors.

     3.   Vice Chairmen of the Board.  A Vice Chairman shall perform such
duties as are properly required by the Board of Directors or the Chief
Executive Officer.

     4.   President.  The President shall perform such duties as
are properly required by the Board of Directors or the Chief Executive
Officer.

     5.   Vice Presidents.  Each of the Executive Vice presidents, Senior
Vice Presidents and other Vice Presidents shall perform such duties as are
properly required by the Board of Directors or the Chief Executive Officer.

     6.   General Counsel.  The General Counsel shall advise the
corporation on legal matters affecting the corporation and its activities,
shall supervise and direct the handling of all such legal matters and shall
perform all such other duties as are incident to the office of General
Counsel.

     7.   Secretary.  The Secretary shall keep the minutes of the meetings
of the stockholders and of the Board of Directors, and, when required, the
minutes of the meetings of the committees, and shall be responsible for the
custody of all such minutes.  The Secretary shall be responsible for the
custody of the stock ledger and documents of the corporation.  The
Secretary shall have custody of the corporate seal and may affix and attest
such seal to any instrument whose execution shall have been duly authorized
and shall perform all other duties incident to the office of Secretary.

     8.   Treasurer.  The Treasurer shall have the custody of all moneys
and securities of the corporation and shall keep or cause to be kept
accurate accounts of all money received or payments made in books kept for
that purpose.  The Treasurer shall deposit or cause to be deposited funds
of the corporation in accordance with Article V, Section 2 of these By-Laws
and shall disburse the funds of the corporation by checks or vouchers as
authorized by the Board of Directors.  The Treasurer shall also perform all
other duties incident to the office of Treasurer.

     9.   Controller.  The Controller shall be the chief accounting officer
of the corporation.  The Controller shall keep or cause to be kept all
books of accounts and accounting records of the corporation and shall keep
and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the corporation. 
The Controller shall prepare or cause to be prepared appropriate financial
statements for the corporation and shall perform such other duties as may
be incident to the office of Controller.

     10.  Other Officers and Assistant Officers.  All other officers and
assistant officers shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors or the
Chief Executive Officer.

     11.  Term of Office; Vacancies.  Each officer shall hold office until
the annual meeting of the Board of Directors following the end of the term
of the Board by which such officer is elected, except in the case of
earlier death, resignation or removal. Vacancies in any office arising from
any cause may be filled by the directors at any regular or special meeting.

     12.  Removal.  Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the Board
of Directors.


                     ARTICLE V - Dividends and Finance


     1.   Dividends.  Dividends may be declared to the full extent
permitted by law at such times as the Board of Directors shall direct.

     2.   Deposits; Withdrawals; Notes and Other Instruments.  The moneys
of the corporation shall be deposited in the name of the corporation in
such banks or trust companies as shall be designated by the Board of
Directors, and shall be drawn out only by check signed by persons
designated, from time to time, by the Board of Directors or by an officer
of this corporation to whom the Board of Directors has delegated such
authority.  All notes and other instruments for the payment of money shall
be signed or endorsed by officers or other persons authorized from time to
time by the Board of Directors or by an officer of this corporation to whom
the Board of Directors has delegated such authority.

     3.   Fiscal Year.  The fiscal year of the corporation shall date from
the first day of January in each year.


                ARTICLE VI - Books and Records; Record Date


     1.   Books and Records.  The books, accounts and records of the
corporation, except as may be otherwise required by the laws of the State
of Delaware, may be kept within or outside of the said State at such places
as the Board of Directors may from time to time appoint.

     2.   Record Date.

          (a)  The Board of Directors is authorized to fix in advance a
date, not exceeding sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or other
distribution or allotment of any rights, or the date when any change,
conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend or other distribution or allotment of
rights, or to exercise any rights in respect of any such change, conversion
or exchange of capital stock.  Such stockholders and only such stockholders
as shall be stockholders of record on the record date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or other
distribution or allotment of rights, or to exercise such rights, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.  Any such record
date fixed in connection with a meeting of stockholders shall not be less
than ten (10) days before the date of such meeting.

          (b)  In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors is authorized to fix in advance a record date, which
record date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors. 
Any stockholder of record seeking to have the stockholders authorize or
take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date.  If no
record date has been fixed by the Board of Directors within ten (10) days
of the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or the Secretary.  If
no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which
the Board of Directors adopts the resolution taking such prior action. 
Such stockholders and only such stockholders as shall be stockholders of
record on the record date so fixed shall be entitled to give such consent,
notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.


                           ARTICLE VII - Notices


     1.   Notices.  Whenever any provision of law or these By-Laws requires
notice to be given to any director, officer or stockholder, such notice may
be given in writing by mailing the same to such director, officer or
stockholder at his or her address as the same appears in the books of the
corporation, unless such stockholder shall have filed with the Secretary a
written request that notices intended for him or her be mailed to some
other address, in which case it shall be mailed to the address designated
in such request. The time when the same shall be mailed shall be deemed to
be the time of the giving of such notice.  This section shall not be deemed
to preclude the giving of notice by other means if permitted by the
applicable provision of law or these By-Laws.

     2.   Waivers of Notice.  A waiver of any notice in writing, signed by
a stockholder, director or officer, whether before or after the time stated
in said waiver for holding a meeting, shall be deemed equivalent to a
notice required to be given to any stockholder, director or officer.


                         ARTICLE VIII - Contracts


     1.   Interested Directors or Officers.  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 the directors or officers of
the corporation 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 of the corporation is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his, her or their votes are
counted for such purpose, if:

          (i)  The material facts as to the relationship or interest of
     such person and as to the contract or transaction are disclosed or are
     known to the Board of Directors or the committee thereof, 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 of the corporation;
     provided, however, that common or interested directors may be counted
     in determining the presence of a quorum at a meeting of the Board of
     Directors or committee; or

         (ii)  The material facts as to the relationship or interest of
     such person and as to the contract or transaction are disclosed or are
     known to the stockholders of the corporation entitled to vote thereon,
     and the contract or transaction is specifically approved in good faith
     by vote of the stockholders of the corporation; or

        (iii)  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 of the corporation.


                             ARTICLE IX - Seal


     1.   Seal. The corporate seal of the corporation shall consist of two
concentric circles, between which is the name of the corporation, and in
the center shall be inscribed the year of its incorporation and the words,
"Corporate Seal, Delaware."


                        ARTICLE X - Indemnification


     1.   Indemnification in Third Party Actions.  The corporation shall
indemnify each 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
such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, against all expense, liability and loss (including
attorneys fees, judgments, fines, ERISA excise taxes or penalties, and
amounts paid or to be paid in settlement) actually and reasonably incurred
by such person in connection with such action, suit or proceeding if he or
she acted in good faith and in a manner he or she 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 or her conduct was unlawful, except that no indemnification
shall be made in respect of any proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized by the
Board of Directors of the corporation.  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
the person 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 or her conduct was
unlawful.

     2.   Indemnification in an Action by or in the Right of the
Corporation.  The corporation shall indemnify each 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
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner the
person 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 (a) 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 but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such Court of Chancery or such other court shall deem
proper, or (b) any proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized by the Board of
Directors of the corporation.

     3.   Indemnification as of Right.  To the extent that a director,
officer, employee or agent of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred
to in Sections l and 2 of this Article X, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by such person
in connection therewith.

     4.   Determination of Indemnification.  Any indemnification under
Sections 1 and 2 of this Article X (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, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in such Sections l and 2.  Such
determination shall be made (a) by the Board of Directors (the Board) by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (b) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (c) by the stockholders.

     5.   Advance for Expenses.  Expenses (including attorneys' fees)
incurred in defending any civil, criminal, administrative or investigative
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 the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the corporation as authorized in this
Article X.

     6.   General Provisions.

          (a)  All expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative action, suit
or proceeding which are advanced by the corporation under Section 5 of this
Article X shall be repaid (i) in case the person receiving such advance is
ultimately found, under the procedure set forth in this Article X, not to
be entitled to indemnification, or (ii) where indemnification is granted,
to the extent that the expenses so advanced by the corporation exceed the
indemnification to which such person is entitled.

          (b)  The corporation may indemnify each person, though he or she
is not or was not a director, officer, employee or agent of the
corporation, who served at the request of the corporation on a committee
created by the Board to consider and report to it in respect of any matter. 
Any such indemnification may be made under the preceding provisions of this
Article X and shall be subject to the limitations thereof except that (as
indicated) any such committee member need not be nor have been a director,
officer, employee or agent of the corporation.

          (c)  The provisions of this Article X shall be applicable to
appeals.  References to "serving at the request of the corporation" shall
include without limitation any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries.  A person who acted in
good faith and in a manner he or she 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
interests of the corporation."

          (d)  If any section, subsection, paragraph, sentence, clause,
phrase or word in this Article X shall be adjudicated invalid or
unenforceable, such adjudication shall not be deemed to invalidate or
otherwise affect any other section, subsection, paragraph, sentence,
clause, phrase or word of this Article.

          (e)  The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article X shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-Law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in their
official capacities 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,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.


                          ARTICLE XI - Amendments


     1.   Amendments.  Alterations or amendments of these By-Laws may be
made by the stockholders at any annual or special meeting if the notice of
such meeting contains a statement of the proposed alteration or amendment,
or by the Board of Directors at any annual, regular or special meeting,
provided notice of such alteration or amendment has been given to each
director in writing at least five (5) days prior to said meeting or has
been waived by all the directors.

EX-7

                                                            EXHIBIT 7

Item l.  Description of Securities to Be Registered.

          On November 20, 1987, the Board of Directors of Reynolds Metals
Company, a Delaware corporation (the "Company"), declared a dividend
distribution of one Preferred Stock Purchase Right (individually a "Right",
and collectively the "Rights") for each outstanding share of common stock,
without par value (the "Common Stock") of the Company, to stockholders of
record at the close of business on December l, 1987 (the "Record Date"). 
Each Right entitles the record holder to purchase from the Company, from and
after the Distribution Date (as defined below), one one-hundredth of a share
of the Company's Series A Junior Participating Preferred Stock, without par
value (the "Preferred Stock") at a price of $125 (the "Purchase Price"),
subject to adjustment in certain circumstances.  The Purchase Price may be
paid, at the election of the registered holder, by certified bank check or
money order payable to the order of the Company or The Chase Manhattan Bank,
N.A., as Rights Agent (the "Rights Agent").  The description and terms of the
Rights are set forth in a Rights Agreement, dated as of November 23, 1987
(the "Rights Agreement"), between the Company and the Rights Agent.

          Initially, the Rights will be attached to the certificates
representing outstanding shares of Common Stock, and no Rights Certificates
will be distributed.  The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) fifteen (15) days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten (10)
business days following the commencement of a tender offer or exchange offer
if, upon consummation thereof, the person or group making such offer would be
the beneficial owner of 30% or more of the outstanding shares of Common
Stock. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
December l, 1987 will contain a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.  As soon as
practicable following the Distribution Date, Rights Certificates will be
mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, such separate Rights Certificates
alone will evidence the Rights.  Except in certain limited circumstances,
only shares of Common Stock issued prior to the Distribution Date will be
issued with Rights.

          The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December l, 1997, unless earlier exercised
or redeemed by the Company as described below.

          At any time following the Distribution Date, if (i) the Company is
the surviving corporation in a merger with an Acquiring Person and its Common
Stock is not changed or exchanged, (ii) a Person becomes the beneficial owner
of 30% or more of the then outstanding shares of Common Stock (other than
pursuant to an offer for all outstanding shares of Common Stock at a price
and on terms which the majority of the independent Directors determine to be
fair to, and otherwise in the best interests of, stockholders), or (iii) an
Acquiring Person receives equity securities (other than pursuant to a pro
rata distribution) from the Company, acquires from or transfers to the
Company assets with a fair market value exceeding $10,000,000 or engages in
certain other "self-dealing" transactions specified in the Rights Agreement,
the Rights Agreement requires that proper provision be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two (2) times the
exercise price of the Right.  However, Rights are not exercisable following
the occurrence of the events set forth above until such time as the Rights
are no longer redeemable by the Company as set forth below.  Notwithstanding
any of the foregoing, following the occurrence of any of the events set forth
in this paragraph, any Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by an Acquiring
Person shall immediately become null and void.

          For example, at an exercise price of $125 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to
purchase $250 worth of Common Stock (or other securities or assets, as noted
above) for $125.  Assuming that the Common Stock had a per share value of $50
at such time, the holder of each valid Right would be entitled to purchase
five shares of Common Stock for $125.

          At any time following the Stock Acquisition Date, if (i) the
Company engages in a merger or consolidation in which the Company is not the
surviving corporation, (ii) the Company engages in a merger or consolidation
with another person in which the Company is the surviving corporation, but in
which all or part of the Common Stock is changed or exchanged, or (iii) 50%
or more of the Company's assets or earning power is sold or transferred, the
Rights Agreement requires that proper provision be made so that each holder
of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon the exercise thereof,
common stock of the acquiring company having a value equal to two (2) times
the exercise price of the Right.  The Rights may not be so exercised in the
case of a merger or consolidation (a) which follows an offer described in
clause (ii) of the second preceding paragraph and (b) in which the form and
amount of consideration is the same as was paid in such offer.  The events
set forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."

          The Rights Agreement provides that the Company may not consolidate
or merge with, or sell 50% of the Company's assets or earning power to, any
person which has securities or is bound by agreements which would
substantially diminish the benefits of the Rights.

          The Purchase Price payable, and the number of one one-hundredths of
a share of Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on the Preferred Stock or other
capital stock, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock or securities
convertible into Preferred Stock at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly
cash dividends and dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to above).

          With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price.  The Company may, in lieu of issuing fractional
shares of Preferred Stock (other than fractions which are integral multiples
of one one-hundredth of a share, which may, at the election of the Company,
be evidenced by depositary receipts) upon exercise of the Rights, make a cash
payment based on the market price of the Preferred Stock on the last trading
date prior to the date of exercise.

          At any time until fifteen (15) days following the Stock Acquisition
Date, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.05 per Right, payable in cash or securities
or both (the "Redemption Price").  Upon certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence of
a majority of the Continuing Directors.  Thereafter, this right of redemption
may be reinstated if an Acquiring Person reduces his beneficial ownership to
10% or less of the outstanding shares of Common Stock in a transaction or
series of transactions not involving the Company and there are no other
Acquiring Persons.  Immediately upon the action of the Board of Directors of
the Company ordering redemption of the Rights, with, where required, the
concurrence of a majority of the Continuing Directors, the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

          The term "Continuing Director" means any member of the Company's
Board of Directors who was a member of the Board prior to the date of the
Rights Agreement, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors.  Continuing Directors do not include an Acquiring Person, or any
representative thereof.

          Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.  While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income at such time as
the Rights become exercisable or are exercised for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company as
set forth above.

          Certain provisions of the Rights Agreement relating to the
principal economic terms of the Rights may not be amended at any time.  Other
provisions may be amended by the Board of Directors of the Company prior to
the Distribution Date.  Thereafter, these provisions of the Rights Agreement
may be amended by the Board (in certain circumstances, only with the
concurrence of the Continuing Directors) in order: to cure any ambiguity,
defect or inconsistency; to shorten or lengthen any time period under the
Rights Agreement; or in any other respect that will not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person); provided that no amendment to adjust the time period governing
redemption may be made if the Rights are not redeemable.

          As of November 16, 1987 there were 53,873,209 shares of Common
Stock outstanding, 737,975 shares held by the Company in a special account
for purposes of incentive awards under the Company's Incentive Compensation
Plan, 943,525 shares reserved for issuance under  the  Company's Savings and
Investment Plan for Salaried Employees, 5,228,800 shares reserved for
issuance upon conversion of the Company's 6% Convertible Subordinated
Debentures due April l, 2012, and 3,267,652 shares reserved for Issuance
under stock option plans.  Each outstanding share of Common Stock on December
l, 1987 will receive one Right.  As long as the Rights are attached to the
shares of Common Stock and in certain other limited circumstances, the
Company will issue one Right with each new share of Common Stock, so that all
such shares will have attached Rights.  One million shares of Preferred Stock
will initially be reserved for issuance upon exercise of the Rights.

               The Rights have certain anti-takeover effects.  The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired.  The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors of the Company because the Rights are either redeemable or do not
go into effect under such circumstances.

               Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable.  Each one one-hundredth of a share of
Preferred Stock will be entitled to (i) an aggregate quarterly dividend equal
to the greater of (a) the quarterly dividend declared per share of Common
Stock or (b) $.10, (ii) upon liquidation, a minimum preferential liquidation
payment of $1.00 and an aggregate liquidation payment equal to the
liquidation payment made per share of Common Stock, (iii) one vote, voting
together with the shares of Common Stock and (iv) in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, the same amount received per share of Common Stock.  These rights
are protected by customary anti-dilution provisions.  Because of the nature
of the Preferred Stock's dividend, liquidation and voting rights, the value
of each one one-hundredth of a share of Preferred Stock purchasable upon
exercise of each Right should approximate the value of one share of Common
Stock.

               The form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes as Exhibits
the Certificate of Designations of Series A Junior Participating Preferred
Stock setting forth the terms of the shares of Preferred Stock, the form of
Rights Certificate and the form of Summary of Rights, is attached hereto as
an Exhibit and incorporated herein by reference.  The foregoing description
of the Rights is qualified by reference to such Exhibit.

Item 2.        Exhibits.

               (1)   Form of Rights Agreement, dated as of November 23, 1987,
               between Reynolds Metals Company and The Chase Manhattan Bank,
               N.A.  which includes as Exhibit A the Certificate of
               Designations of Series A Junior Participating Preferred Stock
               setting forth the terms of the Preferred Stock, as Exhibit B
               the form of Rights Certificate and as Exhibit C the form of
               Summary of Rights.  Pursuant to the Rights Agreement, Rights
               Certificates will not be mailed until after the earlier of (i)
               the fifteenth day after the Stock Acquisition Date or (ii) the
               tenth Business Day after the date of the commencement of a
               tender or exchange offer by any person or group, if, upon
               consummation thereof, such person or group would be the
               beneficial owner of 30% or more of such outstanding Common
               Stock.



                                 Exhibit l
                             Rights Agreement

                          REYNOLDS METALS COMPANY

                                    and

                      THE CHASE MANHATTAN BANK, N.A.

                               Rights Agent






                             Rights Agreement

                       Dated as of November 23, 1987


                             TABLE OF CONTENTS




Section                                                    Page

    l    Certain Definitions                                  1
    2    Appointment of Rights Agent                          5
    3    Issue of Rights Certificates                         5
    4    Form of Rights Certificates                          7
    5    Countersignature and Registration                    8
    6    Transfer, Split Up, Combination and
           Exchange of Rights Certificates;
           Mutilated, Destroyed, Lost or
           Stolen Rights Certificates                         9

    7    Exercise of Rights; Purchase Price;
           Expiration Date of Rights                         10

    8    Cancellation and Destruction of
           Rights Certificates                               13

    9    Reservation and Availability of
     Capital Stock                                           13
   10     Preferred Stock Record Date                        15
   11     Adjustment of Purchase Price,
            Number and Kind of Shares or
            Number of Rights                                 16

   12     Certificate of Adjusted Purchase
            Price or Number of Shares                        28

   13     Consolidation, Merger or Sale
            or Transfer of Assets or Earning
            Power                                            29

   14    Fractional Rights and Fractional
           Shares                                            32

   15    Rights of Action                                    34
   16    Agreement of Rights Holders                         34
   17    Rights Certificate Holder Not Deemed
           a Stockholder                                     35

   l8     Concerning the Rights Agent                        36

   19    Merger or Consolidation or Change of
           Name of Rights Agent                              36

   20     Duties of Rights Agent                             37
   21     Change of Rights Agent                             40
   22     Issuance of New Rights Certificates                41
   23     Redemption and Termination                         41
   24     Notice of Certain Events                           43
   25     Notices                                            44
   26     Supplements and Amendments                         45
   27     Successors                                         46
   28     Determinations and Actions by the
            Board of Directors, etc.                         46

   29     Benefits of this Agreement                         46
   30     Severability                                       47
   31     Governing Law                                      47
   32     Counterparts                                       47
   33     Descriptive Headings                               48

Exhibit A - Form of Certificate of Designations of Series A
            Junior Participating Preferred Stock

Exhibit B - Form of Rights Certificate 

Exhibit C - Form of Summary of Rights

                             RIGHTS AGREEMENT

     RIGHTS AGREEMENT, dated as of November 23, 1987 (the "Agreement"),
between Reynolds Metals Company, a Delaware corporation (the "Company"), and
The Chase Manhattan Bank, N.A., a national banking association (the "Rights
Agent").


                           W I T N E S S E T H :

     WHEREAS, on November 20, 1987 (the "Rights Dividend Declaration Date"),
the Board of Directors of the Company authorized and declared a dividend
distribution of one Preferred Stock Purchase Right for each share of common
stock, without par value, of the Company (the "Common Stock") outstanding at
the close of business on December 1, 1987 (the "Record Date"), and has
authorized the issuance of one Preferred Stock Purchase Right (as such number
may be hereinafter adjusted pursuant to the provisions of Section 11(p)
hereof) for each share of Common Stock of the Company issued or delivered
(whether originally issued or delivered from treasury) between the Record
Date and the Distribution Date (as such term is hereinafter defined) and as
otherwise provided herein, each Preferred Stock Purchase Right initially
representing the right to purchase one one-hundredth of a share of Preferred
Stock (as hereinafter defined) upon the terms and subject to the conditions
hereinafter set forth (individually a "Right" and collectively the "Rights");

     NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

     Section 1.  Certain Definitions.  For purposes of this Agreement, the
following terms have the meanings indicated:

             (a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as such term
is hereinafter defined) and Associates (as such term is hereinafter defined)
of such Person, shall be the Beneficial Owner (as such term is hereinafter
defined) of 20% or more of the shares of Common Stock then outstanding, but
shall not include the Company, any Subsidiary of the Company, any employee
benefit plan or employee stock plan of the Company or of any Subsidiary of
the Company, any dividend reinvestment plan of the Company, or any Person or
entity organized, appointed or established by the Company for or pursuant to
the terms of any such plan.

             (b) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of this Agreement.

             (c) A Person shall be deemed the "Beneficial Owner" of, and
shall be deemed to "beneficially own," any securities:

             (i)    which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has the right or obligation to
     acquire (whether such right is exercisable immediately or only after the
     passage of time) pursuant to any agreement, arrangement or understanding
     (whether or not in writing) or upon the exercise of conversion rights,
     exchange rights, warrants or options, or otherwise; provided, however,
     that a Person shall not be deemed the Beneficial Owner" of, or to
     "beneficially own," (A) securities tendered pursuant to a tender or
     exchange offer made by such Person or any of such Person's Affiliates or
     Associates until such tendered securities are accepted for purchase or
     exchange, or (B) at any time prior to the occurrence of a Triggering
     Event, securities issuable upon exercise of the Rights, or (C) from and
     after the occurrence of a Triggering Event, securities issuable upon
     exercise of Rights which were acquired by such Person or any of such
     Person's Affiliates or Associates prior to the Distribution Date or
     pursuant to Section 3(a) or Section 22 hereof (the "Original Rights") or
     pursuant to Section 11(i) hereof in connection with an adjustment made
     with respect to any Original Rights;

             (ii)   which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has or shares the right to vote or
     dispose of or has "beneficial ownership" of (as determined pursuant to
     Rule l3d-3 of the General Rules and Regulations under the Exchange Act
     and any successor provision thereto or thereof), including pursuant to
     any agreement, arrangement or understanding, whether or not in writing;
     provided, however, that a Person shall not be deemed the "Beneficial
     Owner" of, or to "beneficially own," any security under this
     subparagraph (ii) as a result of an agreement, arrangement or
     understanding to vote such security if such agreement, arrangement or
     understanding: (A) arises solely from a revocable proxy given in
     response to a public proxy or consent solicitation made pursuant to, and
     in accordance with, the applicable provisions of the General Rules and
     Regulations under the Exchange Act, and (B) is not also then reportable
     by such Person on Schedule l3D under the Exchange Act (or any comparable
     or successor report); or

             (iii) which are beneficially owned (as defined in clauses (i)
     and (ii) hereof), directly or indirectly, by any other Person (or any
     Affiliate or Associate thereof) with which such Person (or any of such
     Person's Affiliates or Associates) has any agreement, arrangement or
     understanding (whether or not in writing), for the purpose of acquiring,
     holding, voting (except pursuant to a revocable proxy as described in
     the proviso to subparagraph (ii) of this paragraph (c)) or disposing of
     any voting securities of the Company.

             (d) "Business Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in the States of New York or
Virginia are authorized or obligated by law or executive order to close.

             (e) "Close of business" on any given date shall mean 5:00 P.M.,
New York time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 P.M., New York time, on the next succeeding
Business Day.

             (f) "Common Stock" shall mean the common stock, without par
value, of the Company, except that "Common Stock" when used with reference to
any Person other than the Company shall mean the capital shares of such
Person with the greatest voting power, or the equity securities or other
equity interest having power to control or direct the management, of such
Person.

             (g)    "Continuing Director" shall mean (i) any member of the
Board of Directors of the Company, while such Person is a member of the
Board, who is not an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, or a representative of an Acquiring Person or of any such
Affiliate or Associate, and was a member of the Board prior to the date of
this Agreement, or (ii) any Person who subsequently becomes a member of the
Board, while such Person is a member of the Board, who is not an Acquiring
Person, or an Affiliate or Associate of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or Associate,
if such Person's nomination for election or election to the Board is
recommended or approved by a majority of the Continuing Directors.

             (h)    "Distribution Date" shall have the meaning set forth in
Section 3(a) hereof.

             (i)    "Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

             (j)    "Final Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.

             (k)    "Person" shall mean any individual, firm, corporation,
partnership or other entity.

             (l) "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Stock, without par value, of the Company having the
rights and preferences set forth in the form of Certificate of Designations
attached to this Agreement as Exhibit A.

             (m)    "Purchase Price" shall have the meaning set forth in
Section 7(b) hereof.

             (n)    "Record Date" shall have the meaning set forth in the
first Whereas clause.

             (o)    "Section 11(a)(ii) Event" shall mean any event described
in Section 11(a)(ii) (A), (B) or (C) hereof.

             (p)    "Section 13 Event" shall mean any event described in
clause (x), (y) or (z) of Section 13(a) hereof.

             (q) "Stock Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) under the Exchange Act)
by the Company or an Acquiring Person, that an Acquiring Person has become
such.

             (r)    "Subsidiary" shall mean, with reference to any Person,
any corporation or other entity of which securities or other ownership
interests having ordinary voting power, in the absence of contingencies, to
elect at least a majority of the directors or other persons performing
similar functions is beneficially owned, directly or indirectly, by such
Person, or which is otherwise controlled by such Person.

             (s)    "Triggering Event" shall mean any Section 11(a)(ii) Event
or any Section 13 Event.

             Section 2.  Appointment of Rights Agent.  The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Stock) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment.  The Company may from time to time appoint such Co-Rights Agents
as it may deem necessary or desirable.

             Section 3.  Issue of Rights Certificates.  (a) Until the close
of business on the earlier of (i) the fifteenth day after the Stock
Acquisition Date (or, if the fifteenth day after the Stock Acquisition Date
occurs before the Record Date, the close of business on the Record Date), or
(ii) the tenth Business Day after the date that a tender or exchange offer by
any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan or employee stock plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan) is
first published or sent or given within the meaning of Rule l4d-2(a) of the
General Rules and Regulations under the Exchange Act, if upon consummation
thereof, such Person would be the Beneficial Owner of 30% or more of the
shares of Common Stock then outstanding (the earlier of (i) and (ii) being
herein referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by
the certificates for the Common Stock registered in the names of the holders
of the Common Stock (which certificates for Common Stock shall be deemed also
to be certificates for Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including a transfer to the Company).  As
soon as practicable after the Distribution Date, the Rights Agent will send
by first-class, postage prepaid mail, to each record holder of the Common
Stock as of the close of business on the Distribution Date, at the address of
such holder shown on the records of the Company, one or more Rights
Certificates, in substantially the form of Exhibit B hereto (individually a
"Rights Certificate" and collectively the "Rights Certificates"), evidencing
one Right for each share of Common Stock so held, subject to adjustment as
provided herein.  In the event that an adjustment in the number of Rights per
share of Common Stock has been made pursuant to Section 11(p) hereof, the
Company shall, at the time of distribution of the Rights Certificates, make
the necessary and appropriate rounding adjustments (in accordance with
Section 14(a) hereof) so that Rights Certificates representing only whole
numbers of Rights are distributed and cash is paid in lieu of any fractional
Rights.  As of and after the Distribution Date, the Rights will be evidenced
solely by Rights Certificates.

             (b) As promptly as practicable following the Record Date, the
Company will send a copy of a Summary of Rights, in substantially the form
attached hereto as Exhibit C (the "Summary of Rights"), by first-class,
postage prepaid mail, to each record holder of Common Stock as of the close
of business on the Record Date, at the address of such holder shown on the
records of the Company.  With respect to certificates for the Common Stock
outstanding as of the Record Date, until the Distribution Date, the Rights
will be evidenced by such certificates for the Common Stock with or without
a copy of the Summary of Rights attached thereto and the registered holders
of the Common Stock shall also be the registered holders of the associated
Rights.  Until the earlier of the Distribution Date or the Expiration Date,
the transfer of any certificates representing shares of Common Stock with or
without a copy of the Summary of Rights attached thereto in respect of which
Rights have been issued shall also constitute the transfer of the Rights
associated with such Common Stock.

             (c) Rights shall be issued in respect of all shares of Common
Stock which are issued after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date.  Certificates issued after the
Record Date, but prior to the earlier of the Distribution Date or the
Expiration Date, upon the transfer or new issuance of shares of Common Stock
shall also be deemed to be certificates for Rights, and shall bear the
following legend:

             This certificate also evidences and entitles the holder hereof
     to certain Rights as set forth in the Rights Agreement between Reynolds
     Metals Company and The Chase Manhattan Bank, N.A., dated as of November
     23, 1987 (as amended from time to time, the "Rights Agreement"), the
     terms of which are hereby incorporated herein by reference and a copy of
     which is on file at the principal offices of Reynolds Metals Company. 
     Under certain circumstances, as set forth in the Rights Agreement, such
     Rights will be evidenced by separate certificates and will no longer be
     evidenced by this certificate.  The Rights will expire at the close of
     business on December l, 1997 unless exercised or redeemed prior thereto. 
     Reynolds Metals Company will mail to the holder of this certificate a
     copy of the Rights Agreement, as in effect on the date of mailing,
     without charge promptly after receipt of a written request therefor. 
     Under certain circumstances set forth in the Rights Agreement, Rights
     issued to, or held by, any Person who is, was or becomes an Acquiring
     Person or any Affiliate or Associate thereof (as such terms are defined
     in the Rights Agreement), whether currently held by or on behalf of such
     Person or by any subsequent holder, may become null and void.

Until the earlier of the Distribution Date or the Expiration Date, the Rights
associated with the Common Stock represented by certificates for Common Stock
whether or not containing the foregoing legend shall be evidenced by such
certificates alone and registered holders of Common Stock shall also be the
registered holders of the associated Rights, and the transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.

             Section 4.  Form of Rights Certificates.  (a) The Rights
Certificates (and the forms of election to purchase and of assignment to be
printed on the reverse thereof) shall each be substantially in the form set
forth in Exhibit B hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as
the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Rights may from
time to time be listed, or to conform to usage. Subject to the provisions of
Section 11 and Section 22 hereof, the Rights Certificates, whenever
distributed, shall be dated as of the Record Date and on their face shall
entitle the holders thereof to purchase such number of one one-hundredths of
a share of Preferred Stock as shall be set forth in the particular Rights
Certificates at the price set forth in such Right Certificate, but the number
of such one one-hundredths of a share of Preferred Stock purchased upon the
exercise of each Right and the Purchase Price thereof shall be subject to
adjustment as provided herein.

          (b)  Any Rights Certificate issued pursuant to Section 3(a) or
Section 22 hereof that represents Rights beneficially owned by: (i) an
Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii)
a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee after the Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person
becoming such and receives such Rights pursuant to either (A) a transfer
(whether or not for consideration) from the Acquiring Person to holders of
equity interests in such Acquiring Person or to any Person with whom such
Acquiring Person has any continuing agreement, arrangement, or understanding
regarding the transferred Rights or (B) a transfer which the Board of
Directors of the Company has determined is part of a plan, arrangement or
understanding which has as a primary purpose or effect the avoidance of
Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6
or Section 11 hereof upon transfer, exchange, replacement or adjustment of
any other Rights Certificate referred to in this sentence, shall contain (to
the extent feasible) the following legend:

     The Rights represented by this Rights Certificate are or were
     beneficially owned by a Person who was or became an Acquiring Person or
     an Affiliate or Associate of an Acquiring Person (as such terms are
     defined in the Rights Agreement).  Accordingly, this Rights Certificate
     and the Rights represented hereby may become null and void in the
     circumstances specified in Section 7(e) of the Rights Agreement.

The provisions of Section 7(e) of this Agreement shall be operative whether
or not the foregoing legend is contained on any such Rights Certificates.

          Section 5.  Countersignature and Registration.  (a) The Rights
Certificates shall be executed on behalf of the Company by its Chairman of
the Board, its President or any Vice President, either manually or by
facsimile signature, and shall have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by the Secretary or an Assistant
Secretary of the Company, either manually or by facsimile signature.  The
Rights Certificates shall be countersigned by the Rights Agent either
manually or by facsimile signature, and shall not be valid for any purpose
unless so countersigned.  In case any officer of the Company who shall have
signed any of the Rights Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery
by the Company, such Rights Certificates, nevertheless, may be countersigned
by the Rights Agent and issued and delivered by the Company with the same
force and effect as though the person who signed such Rights Certificates had
not ceased to be such officer of the Company; and any Rights Certificate may
be signed on behalf of the Company by any person who, at the actual date of
the execution of such Rights Certificate, shall be a proper officer of the
Company to sign such Rights Certificate, although at the date of the
execution of this Rights Agreement any such person was not such an officer.

          (b)  Following the Distribution Date, the Rights-Agent will keep or
cause to be kept, at its principal office or offices designated as the
appropriate place for surrender of Rights Certificates upon exercise or
transfer, books for registration and transfer of the Rights Certificates
issued hereunder.  Such books shall show the names and addresses of the
respective holders of the Rights Certificates, the certificate number of each
of the Rights Certificates, the number of Rights evidenced on its face by
each of the Rights Certificates and the date of each of the Rights
Certificates.

          Section 6.  Transfer, Split Up, Combination and Exchange of Rights
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.  (a)
Subject to the provisions of Section 4(b), Section 7(e) and Section 14
hereof, at any time after the close of business on the Distribution Date, and
at or prior to the close of business on the Expiration Date, any Rights
Certificate may be transferred, split up, combined or exchanged for another
Rights Certificate or Certificates, entitling the registered holder to
purchase (or receive) a like number of one one-hundredths of a share of
Preferred Stock (or, following a Triggering Event, Common Stock, other
securities, cash or other assets, as the case may be) as the Rights
Certificate surrendered then entitled such holder to purchase.  Any
registered holder desiring to transfer, split up, combine or exchange any
Rights Certificate shall make such request in writing delivered to the Rights
Agent, and shall surrender the Rights Certificate to be transferred, split
up, combined or exchanged at the principal office or offices of the Rights
Agent designated for such purpose.  Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer
of any such surrendered Rights Certificate until the registered holder shall
have completed and signed the certificate contained in the form of assignment
set forth on the reverse side of each such Rights Certificate and shall have
provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request.  Thereupon the Rights Agent shall, subject to
Section 4(b), Section 7(e) and Section 14 hereof, countersign and deliver to
the Person entitled thereto a Rights Certificate or Rights Certificates, as
the case may be, as so requested.  The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Rights
Certificates.

          (b) Upon receipt by the Company and the Rights Agent of (i)
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, (ii) in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them, and
reimbursement to them of all reasonable expenses incidental thereto, and
(iii) upon surrender to the Rights Agent and cancellation of the Rights
Certificate if mutilated, the Company will execute and deliver a new Rights
Certificate of like tenor to the Rights Agent for countersignature and
delivery to the registered owner in lieu of the Rights Certificate so lost,
stolen, destroyed or mutilated.

          Section 7.  Exercise of Rights; Purchase Price; Expiration Date of
Rights.  (a) Except as otherwise provided herein, the registered holder of
any Rights Certificate may exercise the Rights evidenced thereby in whole or
in part at any time after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase set forth on the reverse
side thereof and the certificate contained therein duly executed, to the
Rights Agent at the principal office or offices of the Rights Agent
designated for such purpose, together with payment of the Purchase Price with
respect to each surrendered Right for the total number of one one-hundredths
of a share (or other securities or property, as the case may be) as to which
such surrendered Rights are exercisable, at or prior to the earlier of (i)
the close of business on December l, 1997 (the "Final Expiration Date"), or
(ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the earlier of (i) and (ii) being herein referred to as the
"Expiration Date").

          (b) The purchase price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall initially be $125,
and shall be subject to adjustment from time to time as provided in Section
11 and Section 13(a) hereof (such price, as adjusted, being the "Purchase
Price") and shall be payable in accordance with paragraph (c) below.

          (c) Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase set forth on the reverse side
thereof and the certificate contained therein duly executed, accompanied by
payment, with respect to each Right so exercised, of the Purchase Price per
one one-hundredth of a share of Preferred Stock (or other shares, securities
or property, as the case may be) to be purchased as set forth below and an
amount equal to any applicable transfer tax, the Rights Agent shall, subject
to Section 20(k) hereof, promptly (i) (A) requisition from any transfer agent
of the shares of Preferred Stock (or make available, if the Rights Agent is
the transfer agent for the shares of Preferred Stock) certificates for the
total number of one one-hundredths of a share of Preferred Stock to be
purchased and the Company hereby irrevocably authorizes its transfer agent to
comply with all such requests subject to applicable law, or (B) if the
Company shall have elected to deposit the total number of shares of Preferred
Stock issuable upon exercise of the Rights hereunder with a depositary agent,
requisition from the depositary agent depositary receipts representing such
number of one one-hundredths of a share of Preferred Stock as are to be
purchased (in which case certificates for the shares of Preferred Stock
represented by such receipts shall be deposited by the transfer agent with
the depositary agent) and the Company will direct the depositary agent to
comply with such request, (ii) requisition from the Company the amount of
cash, if any, to be paid in lieu of fractional shares in accordance with
Section 14 hereof, (iii) after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the order of the
registered holder of such Rights Certificate, registered in such name or
names as may be designated by such holder and (iv) after receipt thereof,
deliver such cash, if any, to or upon the order of the registered holder of
such Rights Certificate.  The payment of the Purchase Price (as such amount
may be reduced pursuant to Section 11(a)(iii) hereof) shall be made by
certified bank check or money order payable to the order of the Company or
the Rights Agent.  In the event that the Company is obligated to issue other
securities (including Common Stock) of the Company, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or
other property are available for distribution by the Rights Agent, if and
when appropriate.

     (d) In case the registered holder of any Rights Certificate shall
exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be
issued by the Rights Agent and delivered to, or upon the order of, the
registered holder of such Rights Certificate, registered in such name or
names as may be designated by such holder, subject to the provisions of
Section 14 hereof.

     (e) Notwithstanding anything in this Agreement to the contrary, from and
after the first occurrence of a Section 11(a) (ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or any Associate or Affiliate
of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such, or (iii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or
to any Person with whom the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors of the Company has determined is part
of a plan, arrangement or understanding which has as a primary purpose or
effect the avoidance of this Section 7(e), shall become null and void without
any further action and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise.  The Company shall use all reasonable efforts to
insure that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Rights
Certificates or other Person as a result of its making or failure to make any
determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder.

     (f) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any action
with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall
have (i) completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Rights Certificate
surrendered for such exercise and (ii) provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably request.

     Section 8.  Cancellation and Destruction of Rights Certificates.  All
Rights Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or any of
its agents, be delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, shall be cancelled by it, and
no Rights Certificates shall be issued in lieu thereof except as expressly
permitted by this Agreement.  The Company shall deliver to the Rights Agent
for cancellation and retirement, and the Rights Agent shall so cancel and
retire, any other Rights Certificate purchased or acquired by the Company,
otherwise than upon the exercise thereof.  The Rights Agent shall deliver all
cancelled Rights Certificates to the Company, or shall, at the written
request of the Company, destroy such cancelled Rights Certificates, and in
such case shall deliver a certificate of destruction thereof to the Company.

     Section 9.  Reservation and Availability of Capital Stock.  (a) The
Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized, unissued and unreserved shares of Preferred
Stock (and following the occurrence of a Triggering Event, out of its
authorized, unissued and unreserved shares of Common Stock and/or other
securities or out of its authorized and issued shares held in treasury) the
number of shares of Preferred Stock (and following the occurrence of a
Triggering Event, out of its authorized, unissued and unreserved shares of
Common Stock and/or other securities) that, as provided in this Agreement
including Section 11(a)(iii) hereof, will be sufficient to permit the
exercise in full of all outstanding Rights.

     (b)       So long as the shares of Preferred Stock (and following the
occurrence of a Triggering Event, Common Stock and/or other securities)
issuable and deliverable upon the exercise of the Rights are qualified to be
listed on any national securities exchange, the Company shall use its best
efforts to cause, from and after such time as the Rights become exercisable
(and the Company reasonably anticipates that a Right may be exercised), all
shares (or other securities) reserved for such issuance to be listed on such
exchange upon official notice of issuance upon such exercise.

     (c) The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event on which the consideration to be delivered by the
Company upon exercise of the Rights has been determined pursuant to this
Agreement (including in accordance with Section 11(a)(iii) hereof), or as
soon as is required by law or regulation following the Distribution Date, as
the case may be, a registration statement under the Securities Act of 1933
(the "Securities Act"), with respect to the shares of Common Stock, Preferred
Stock, or other securities purchasable upon exercise of the Rights on an
appropriate form and, in the event the class of the Preferred Stock or other
securities is not then registered under the Exchange Act, file an appropriate
form to so register such Preferred Stock or other securities, (ii) cause such
registration statement to become effective as soon as practicable after such
filing, and (iii) cause such registration statement to remain effective (with
a prospectus at all times meeting the requirements of the Securities Act)
until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities, and (B) the date of the expiration of the
Rights.  The Company will also take such action as may be appropriate under,
or to ensure compliance with, the securities or "blue sky" laws of the
various states in connection with the exercisability of the Rights.  The
Company may temporarily suspend, for a period of time not to exceed ninety
(90) days after the date set forth in clause (i) of the first sentence of
this Section 9(c), the exercisability of the Rights in order to prepare and
file such registration statement and permit it to become effective.  Upon any
such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended, as well as
a public announcement at such time as the suspension is no longer in effect. 
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction if the requisite qualification
in such jurisdiction shall not have been obtained or the exercise thereof
would be in violation of applicable law.

     (d) The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all one one-hundredths of a share of
Preferred Stock (and following the Occurrence of a Triggering Event, Common
Stock and/or other securities) shall, at the time of delivery of the
certificates for such shares (subject to payment of the Purchase Price), be
duly and validly authorized and issued and fully paid and nonassessable.

     (e) The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Rights
Certificates and of any certificates for a number of one one-hundredths of a
share of Preferred Stock (or Common Stock and/or other securities, as the
case may be) upon the exercise of Rights.  The Company shall not, however, be
required to pay any transfer tax which may be payable in respect of any
transfer or delivery of Rights Certificates to a person other than, or the
issuance or delivery of a number of one one-hundredths of a share of
Preferred Stock (or Common Stock and/or other securities, as the case may be)
in respect of a name other than that of, the registered holder of the Rights
Certificates evidencing Rights surrendered for exercise or to issue or
deliver any certificates for a number of one one-hundredths of a share of
Preferred Stock (or Common Stock and/or other securities, as the case may be)
in a name other than that of the registered holder upon the exercise of any
Rights until such tax shall have been paid (any such tax being payable by the
holder of such Rights Certificates at the time of surrender) or until it has
been established to the Company's satisfaction that no such tax is due.

     Section 10.  Preferred Stock Record Date.  Each person in whose name any
certificate for a number of one one-hundredths of a share of Preferred Stock
(or Common Stock and/or other securities, as the case may be) is issued upon
the exercise of Rights shall for all purposes be deemed to have become the
holder of record of such fractional shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) represented thereby on,
and such certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and all applicable transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a date upon which
the Preferred Stock (or Common Stock and/or other securities, as the case may
be) transfer books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares (fractional or otherwise) on,
and such certificate shall be dated, the next succeeding Business Day on
which the Preferred Stock (or Common Stock and/or other securities, as the
case may be) transfer books of the Company are open.  Prior to the exercise
of the Rights evidenced thereby, the holder of a Rights Certificate shall not
be entitled to any rights of a stockholder of the Company with respect to
shares (fractional or otherwise) for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or
other distributions or to exercise any preemptive rights, and shall not be
entitled to receive any notice of any proceedings of the Company, except as
provided herein.

     Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights.  The Purchase Price, the number and kind of shares covered
by each Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.

     (a)(i) In the event the Company shall at any time after the date of this
Agreement (A) declare a dividend on the Preferred Stock payable in shares of
Preferred Stock or other capital stock, (B) subdivide the outstanding
Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller
number of shares, or (D) issue any shares of its capital stock in a
reclassification of the Preferred Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation), except as otherwise provided in Section
11(a)(ii) and Section 7(e) hereof, the Purchase Price in effect at the time
of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number and kind of
shares of Preferred Stock or capital stock, as the case may be, issuable on
such date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive, upon payment of the
Purchase Price then in effect, the aggregate number and kind of shares of
Preferred Stock or capital stock, as the case may be, which, if such Right
had been exercised immediately prior to such date and at a time when the
Preferred Stock (or other capital stock, as the case may be) transfer books
of the Company were open, he would have owned upon such exercise and been
entitled to receive by virtue of such dividend, subdivision, combination or
reclassification.  If an event occurs which would require an adjustment under
both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment
provided for in this Section 11(a)(i) shall be in addition to, and shall be
made prior to any adjustment required pursuant to Section 11(a)(ii) hereof.

               (ii)   In the event:

               (A) any Acquiring Person or any Associate or Affiliate of any
     Acquiring Person, at any time after the date of this Agreement, directly
     or indirectly, (l) shall merge into the Company or otherwise combine
     with the Company and the Company shall be the continuing or surviving
     corporation of such merger or combination and the Common Stock of the
     Company shall remain outstanding and unchanged, (2) shall, in one
     transaction or a series of transactions, transfer any assets to the
     Company or to any of its Subsidiaries in exchange (in whole or in part)
     for shares of Common Stock, for other equity securities of the Company
     or for securities exercisable for or convertible into shares of equity
     securities of the Company (Common Stock or otherwise) or otherwise
     obtain from the Company, with or without consideration, any additional
     shares of such equity securities or securities exercisable for or
     convertible into shares of such equity securities (other than pursuant
     to a pro rata distribution to all holders of Common Stock), (3) shall
     sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise
     acquire or dispose of, in one transaction or a series of transactions,
     to, from or with (as the case may be) the Company or any of its
     Subsidiaries, inventory, property, plant, equipment or other operating
     assets on terms and conditions less favorable to the Company than the
     Company would be able to obtain in arm's-length negotiation with an
     unaffiliated third party as determined in good faith by the Board of
     Directors of the Company, other than pursuant to a transaction set forth
     in Section 13(a) hereof, (4) shall sell, purchase, lease, exchange,
     mortgage, pledge, transfer or otherwise acquire or dispose of in one
     transaction or a series of transactions, to, from or with (as the case
     may be) the Company or any of the Company's Subsidiaries (other than
     incidental to the lines of business, if any, engaged in as of the date
     hereof between the Company and such Acquiring Person or Associate or
     Affiliate) inventory, property, plant, equipment or other operating
     assets having an aggregate fair market value of more than $10,000,000,
     other than pursuant to a transaction set forth in Section 13(a) hereof,
     (5) shall receive any compensation from the Company or any of the
     Company's Subsidiaries other than compensation for full-time employment
     as a regular employee at rates in accordance with the Company's (or its
     Subsidiaries') past practices, or (6) shall receive the benefit,
     directly or indirectly (except proportionately as a stockholder or
     except if resulting from a requirement of law or governmental
     regulation), of any loans, advances, guarantees, pledges or other
     financial assistance or any tax credits or other tax advantage provided
     by the Company or any of its Subsidiaries, or

               (B) any Person (other than the Company, any Subsidiary of the
     Company, any employee benefit plan or employee stock plan of the Company
     or of any Subsidiary of the Company, any dividend reinvestment plan of
     the Company, or any Person or entity organized, appointed or established
     by the Company for or pursuant to the terms of any such plan), alone or
     together with its Affiliates and Associates, shall, at any time after
     the date hereof, become the Beneficial Owner of 30% or more of the
     shares of Common Stock then outstanding, unless the event causing the
     30% threshold to be crossed is a transaction set forth in Section 13(a)
     hereof, or is an acquisition of Common Stock pursuant to a tender offer
     or exchange offer for all outstanding shares of Common Stock at a price
     and on terms determined by at least a majority of the members of the
     Board of Directors who are not officers of the Company and who are not
     representatives, nominees, Affiliates or Associates of an Acquiring
     Person, after receiving advice from one or more investment banking
     firms, to be (a) at a price which is fair to stockholders (taking into
     account all factors which such members of the Board deem relevant
     including, without limitation, prices which could reasonably be achieved
     if the Company or its assets were sold on an orderly basis designed to
     realize maximum value) and (b) otherwise in the best interests of the
     Company and its stockholders, or

               (C) during such time as there is an Acquiring Person, there
     shall be a reclassification of securities (including any reverse stock
     split), or recapitalization of the Company, or any merger or
     consolidation of the Company with any of its Subsidiaries or any other
     similar transaction or series of transactions (whether or not with or
     into or otherwise involving an Acquiring Person), involving the Company
     or any of its Subsidiaries other than a transaction or transactions to
     which the provisions of Section 13(a) apply which has the effect,
     directly or indirectly, of increasing by more than 1% the proportionate
     share of the outstanding shares of any class of equity securities of the
     Company or any of its Subsidiaries which is directly or indirectly
     beneficially owned by any Acquiring Person and any Associate or
     Affiliate of any Acquiring Person, then, promptly following five (5)
     days after the date of the occurrence of an event described in Section
     11(a)(ii)(B) hereof and promptly following the occurrence of any event
     described in Section 11(a)(ii)(A) or (C) hereof, proper provision shall
     be made so that each holder of a Right (except as provided in Section
     11(a)(iii), and in Section 7(e) hereof) shall thereafter have the right
     to receive, upon exercise thereof at the then current Purchase Price in
     accordance with the terms of this Agreement, in lieu of a number of one
     one-hundredths of a share of Preferred Stock, such number of shares of
     Common Stock of the Company (such number of shares of Common Stock being
     herein called the "Adjustment Shares") as shall equal the result
     obtained by (x) multiplying the then current Purchase Price by the then
     number of one one-hundredths of a share of Preferred Stock for which a
     Right was exercisable by such holder immediately prior to the first
     occurrence of a Section 11(a)(ii) Event, and (y) dividing that product
     (such product, following such first occurrence, shall thereafter be
     referred to as the "Purchase Price" for each Right and for all purposes
     of this Agreement) by 50% of the current market price (determined
     pursuant to Section 11(d) hereof) per share of Common Stock on the date
     of such first occurrence.

               (iii) In the event that the number of shares of Common Stock
     which are authorized but not outstanding or reserved for issuance for
     purposes other than upon exercise of the Rights is not sufficient to
     permit the exercise in full of the Rights in accordance with the
     foregoing subparagraph (ii) of this Section 11(a), the Company shall: 
     (A) determine the excess of (l) the value of the Adjustment Shares
     issuable upon the exercise of a Right (the "Current Value") over (2) the
     Purchase Price (such excess, the "Spread"), and (B) with respect to each
     Right, make adequate provision to substitute for the Adjustment Shares,
     upon payment of the applicable Purchase Price, (1) cash, (2) a reduction
     in the Purchase Price, (3) Common Stock or other equity securities of
     the Company (including, without limitation, preferred shares, or units
     of preferred shares, which the Board of Directors of the Company has
     deemed to be substantially economically equivalent to the Common Stock
     (such preferred shares, "common stock equivalents")), (4) debt
     securities of the Company, (5) other assets, or (6) any combination of
     the foregoing, having an aggregate value equal to the Current Value,
     where such aggregate value has been determined by the Board of Directors
     of the Company based upon the advice of a nationally recognized
     investment banking firm selected by the Board of Directors of the
     Company; provided, however, if the Company shall not have made adequate
     provision to deliver value pursuant to clause (B) above within thirty
     (30) days following the first occurrence of (x) a Section 11(a)(ii)
     Event or (y) the date on which the Company's right of redemption
     pursuant to Section 23(a) expires (the later of (x) and (y) being
     referred to herein as the "Section 11(a)(ii) Trigger Date"), then the
     Company shall be obligated to deliver, upon the surrender for exercise
     of a Right and without requiring payment of the Purchase Price, Common
     Stock (to the extent available) and then, if necessary, cash, which in
     the aggregate are equal to the Spread. If the Board of Directors of the
     Company shall determine in good faith that it is likely that sufficient
     additional shares of Common Stock could be authorized for issuance upon
     exercise in full of the Rights, the thirty (30) day period set forth
     above may be extended by resolution of the Board of Directors of the
     Company to the extent necessary, but not more than ninety (90) days
     following the first occurrence of a Section 11(a)(ii) Trigger Date, in
     order that the Company may seek stockholder approval for the
     authorization of such additional shares (such period, as it may be
     extended, the "Substitution Period").  To the extent that the Company
     determines that some action need be taken pursuant to the first and/or
     second sentences of this Section 11(a)(iii), the Company (x) shall
     provide, subject to Section 7(e) hereof, that such action shall apply
     uniformly to all outstanding Rights, and (y) may suspend the
     exercisability of the Rights until the expiration of the Substitution
     Period in order to seek any authorization of additional shares and/or to
     decide the appropriate form of distribution to be made pursuant to such
     first sentence and to determine the value thereof.  In the event of any
     such suspension, the Company shall issue a public announcement stating
     that the exercisability of the Rights has been temporarily suspended, as
     well as a public announcement at such time as the suspension is no
     longer in effect.  For purposes of this Section 11(a)(iii), the value of
     the Common Stock shall be the current market price (as determined
     pursuant to Section 11(d) hereof) per share of Common Stock on the
     Section 11(a)(ii) Trigger Date and the value of any "common stock
     equivalent" shall be deemed to have the same value as the Common Stock
     on such date.

               (b) In case the Company shall fix a record date for the
     issuance of rights (other than the Rights), options or warrants to all
     holders of Preferred Stock entitling them to subscribe for or purchase
     (for a period expiring within forty-five (45) calendar days after such
     record date) Preferred Stock, (or shares having the same rights,
     privileges and preferences as the Preferred Stock ("equivalent Preferred
     Stock")) or securities convertible into Preferred Stock or equivalent
     Preferred Stock at a price per share of Preferred Stock or equivalent
     Preferred Stock (or having a conversion price per share, if a security
     convertible into Preferred Stock or equivalent Preferred Stock) less
     than the current market price (as determined pursuant to Section 11(d)
     hereof) per share of Preferred Stock on such record date, the Purchase
     Price to be in effect after such record date shall be determined by
     multiplying the Purchase Price in effect immediately prior to such
     record date by a fraction, the numerator of which shall be the number of
     shares of Preferred Stock outstanding on such record date, plus the
     number of shares of Preferred Stock which the aggregate offering price
     of the total number of shares of Preferred Stock and/or equivalent
     Preferred Stock so to be offered (and/or the aggregate initial
     conversion price of the convertible securities so to be offered) would
     purchase at such current market price and the denominator of which shall
     be the number of shares of Preferred Stock outstanding on such record
     date, plus the number of additional shares of Preferred Stock and/or
     equivalent Preferred Stock to be offered for subscription or purchase
     (or into which the convertible securities so to be offered are initially
     convertible).  In case such subscription price may be paid by delivery
     of consideration part or all of which may be in a form other than cash,
     the value of such consideration shall be as determined in good faith by
     the Board of Directors of the Company, whose determination shall be
     described in a statement filed with the Rights Agent and shall be
     binding on the Rights Agent and the holders of the Rights.  Preferred
     Stock owned by or held for the account of the Company shall not be
     deemed outstanding for the purpose of any such computation.  Such
     adjustment shall be made successively whenever such a record date is
     fixed; and in the event that such rights or warrants are not so issued,
     the Purchase Price shall be adjusted to be the Purchase Price which
     would then be in effect if such record date had not been fixed.

               (c) In case the Company shall fix a record date for a
     distribution to all holders of Preferred Stock (including any such
     distribution made in connection with a consolidation or merger in which
     the Company is the continuing corporation) of evidences of indebtedness,
     cash (other than a regular quarterly cash dividend paid out of the
     earnings or retained earnings of the Company), assets (other than a
     dividend payable in Preferred Stock, but including any dividend payable
     in shares other than Preferred Stock) or subscription rights or warrants
     (excluding those referred to in Section 11(b) hereof), the Purchase
     Price to be in effect after such record date shall be determined by
     multiplying the Purchase Price in effect immediately prior to such
     record date by a fraction, the numerator of which shall be the current
     market price (as determined pursuant to Section 11(d) hereof) per share
     of Preferred Stock on such record date, less the fair market value (as
     determined in good faith by the Board of Directors of the Company, whose
     determination shall be described in a statement filed with the Rights
     Agent) of the portion of the cash, assets or evidences of indebtedness
     so to be distributed or of such subscription rights or warrants
     applicable to a share of Preferred Stock and the denominator of which
     shall be such current market price (as determined pursuant to Section
     11(d) hereof) per share of Preferred Stock.  Such adjustments shall be
     made successively whenever such a record date is fixed, and in the event
     that such distribution is not so made, the Purchase Price shall be
     adjusted to be the Purchase Price which would have been in effect if
     such record date had not been fixed.

               (d) (i) For the purpose of any computation hereunder, other
     than computations made pursuant to Section 11(a)(iii) hereof, the
     "current market price" per share of Common Stock on any date shall be
     deemed to be the average of the daily closing prices per share of Common
     Stock for the thirty (30) consecutive Trading Days (as such term is
     hereinafter defined) immediately prior to such date, and for purposes of
     computations made pursuant to Section 11(a)(iii) hereof, the "current
     market price" per share of Common Stock on any date shall be deemed to
     be the average of the daily closing prices per share of Common Stock for
     the ten (10) consecutive Trading Days immediately following such date;
     provided, however, that in the event that the then current market price
     per share of Common Stock is determined during a period following the
     announcement by the issuer of such Common Stock of (i) any dividend or
     distribution on such Common Stock payable in such shares of Common Stock
     or securities convertible into shares of Common Stock (other than the
     Rights) or (ii) any subdivision, combination or reclassification of such
     shares of Common Stock, and prior to the expiration of the requisite
     thirty (30) Trading Day or ten (10) Trading Day period, as set forth
     above, after the ex-dividend date for such dividend or distribution, or
     the record date for such subdivision, combination or reclassification,
     then, in each such case, the "current market price" shall be properly
     adjusted to take into account ex-dividend trading or trading after any
     subdivision, combination or reclassification.  The closing price for
     each day shall be the last sale price, regular way, or, in case no such
     sale takes place on such day, the average of the closing bid and asked
     prices, regular way, in either case as reported in the principal
     consolidated transaction reporting system with respect to securities
     listed or admitted to trading on the New York Stock Exchange or, if the
     shares of Common Stock are not listed or admitted to trading on the New
     York Stock Exchange, as reported in the principal consolidated
     transaction reporting system with respect to securities listed on the
     principal national securities exchange on which the shares of Common
     Stock are listed or admitted to trading or, if the shares of Common
     Stock are not listed or admitted to trading on any national securities
     exchange, the last quoted sale price or, if not so quoted, the average
     of the high bid and low asked prices in the over-the-counter market, as
     reported by the National Association of Securities Dealers, Inc.
     Automated Quotation System ("NASDAQ") or such other system then in use,
     or, if on any such date the shares of Common Stock are not quoted by any
     such organization, the average of the closing bid and asked prices as
     furnished by a professional market maker making a market in the Common
     Stock selected by the Board of Directors of the Company.  If on any such
     date no market maker is making a market in the Common Stock, the fair
     value of such shares on such date as determined in good faith by the
     Board of Directors of the Company shall be used and shall be conclusive
     for all purposes.  The term "Trading Day" shall mean a day on which the
     principal national securities exchange on which the shares of Common
     Stock are listed or admitted to trading is open for the transaction of
     business or, if the shares of Common Stock are not listed or admitted to
     trading on any national securities exchange, a Business Day.  If the
     Common Stock is not publicly held or not so listed or traded, "current
     market price" per share shall mean the fair value per share as
     determined in good faith by the Board of Directors of the Company, whose
     determination shall be described in a statement filed with the Rights
     Agent and shall be conclusive for all purposes.

               (ii) For the purpose of any computation hereunder, the
     "current market price" per share of Preferred Stock shall be determined
     in the same manner as set forth above for the Common Stock in Section
     11(d)(i) (other than the last sentence thereof).  If the current market
     price per share of Preferred Stock cannot be determined in the manner
     provided above or if the Preferred Stock is not publicly held or listed
     or traded in a manner described in Section 11(d)(i), the "current market
     price" per share of Preferred Stock shall be conclusively deemed to be
     an amount equal to 100 (as such number may be appropriately adjusted for
     such events as stock splits, stock dividends and recapitalizations with
     respect to the Common Stock occurring after the date of this Agreement)
     multiplied by the current market price per share of Common Stock.  If
     neither the Common Stock nor the Preferred Stock is publicly held or so
     listed or traded, "current market price" per share of the Preferred
     Stock shall mean the fair value per share as determined in good faith by
     the Board of Directors of the Company, whose determination shall be
     described in a statement filed with the Rights Agent and shall be
     conclusive for all purposes.  For all purposes of this Agreement, the
     "current market price" of one one-hundredth of a share of Preferred
     Stock shall be equal to the "current market price" of one share of
     Preferred Stock divided by 100.

     (e) Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least one percent (1%) in the Purchase Price;
provided, however, that any adjustments which by reason of this Section 11(e)
are not required to be made shall be carried forward and taken into account
in any subsequent adjustment.  All calculations under this Section 11 shall
be made to the nearest cent or to the nearest one ten-thousandth of a share
of Common Stock or other share or one one-millionth of a share of Preferred
Stock, as the case may be.  Notwithstanding the first sentence of this
Section 11(e), any adjustment required by this Section 11 shall be made no
later than the earlier of (i) three (3) years from the date of the
transaction which mandates such adjustment, or (ii) the Expiration Date.

     (f) If as a result of an adjustment made pursuant to Section 11(a) or
Section 13(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive any capital shares other than Preferred Stock,
thereafter the number of such other shares receivable upon exercise of any
Right and the Purchase Price thereof shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Stock contained in Sections 11(a),
(b), (c), (d), (e), (g), (h), (i), (j), (k) and (m) hereof, and the
provisions of Sections 7, 9, 10, 12, 13 and 14 hereof with respect to the
Preferred Stock shall apply on like terms to any such other shares.

     (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of
a share of Preferred Stock (or other consideration, as the case may be)
purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.

     (h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence
the right to purchase, at the adjusted Purchase Price, that number of one
one-hundredths of a share of Preferred Stock (calculated to the nearest one
one-millionth) obtained by (i) multiplying (x) the number of one
one-hundredths of a share covered by a Right immediately prior to this
adjustment, by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, and (ii) dividing the product so obtained
by the Purchase Price in effect immediately after such adjustment of the
Purchase Price.

     (i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of one one-hundredths of a share of Preferred Stock
purchasable upon the exercise of a Right.  Each of the Rights outstanding
after the adjustment in the number of Rights shall be exercisable for the
number of one one-hundredths of a share of Preferred Stock for which a Right
was exercisable immediately prior to such adjustment.  Each Right held of
record prior to such adjustment of the number of Rights shall become that
number of Rights (calculated to the nearest one ten-thousandth) obtained by
dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment
of the Purchase Price.  The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Rights Certificates have been
issued, shall be at least ten (10) days later than the date of the public
announcement.  If Rights Certificates have been issued, upon each adjustment
of the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of
Rights Certificates on such record date Rights Certificates evidencing,
subject to Section 14 hereof, the additional Rights to which such holders
shall be entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by
the Company, new Rights Certificates evidencing all the Rights to which such
holders shall be entitled after such adjustment.  Rights Certificates so to
be distributed shall be issued, executed and countersigned in the manner
provided for herein (and may bear, at the option of the Company, the adjusted
Purchase Price) and shall be registered in the names of the holders of record
of Rights Certificates on the record date specified in the public
announcement.

     (j) Irrespective of any adjustment or change in the Purchase Price or
the number of one one-hundredths of a share of Preferred Stock issuable upon
the exercise of the Rights, the Rights Certificates theretofore and
thereafter issued may continue to express the Purchase Price per one
one-hundredths of a share and the number of one one-hundredths of a share
which were expressed in the initial Rights Certificates issued hereunder.

     (k) Before taking any action that would cause an adjustment reducing the
Purchase Price below the then stated value, if any, of the number of one
one-hundredths of a share of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable such number of one one-hundredths
of a share of Preferred Stock at such adjusted Purchase Price.

     (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, the issuance to the holder of any Right exercised after such record
date the number of one one-hundredths of a share of Preferred Stock and other
capital shares or securities of the Company, if any, issuable upon such
exercise over and above the number of one one-hundredths of a share of
Preferred Stock and other capital shares and securities of the Company, if
any, issuable upon such exercise on the basis of the Purchase Price in effect
prior to such adjustment; provided, however, that the Company shall deliver
to such holder a due bill or other appropriate instrument evidencing such
holder's right to receive such additional shares of Common Stock and other
capital shares or securities upon the occurrence of the event requiring such
adjustment.

     (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and
to the extent that in their good faith judgment the Board of Directors of the
Company shall determine to be advisable in order that any (i) consolidation
or subdivision of the Preferred Stock, (ii) issuance for cash of any shares
of the Preferred Stock at less than the current market price, (iii) issuance
wholly for cash of Preferred Stock or securities which by their terms are
convertible into or exchangeable for Preferred Stock, (iv) stock dividends or
(v) issuance of rights, options or warrants referred to in this Section 11,
hereafter made by the Company to holders of its Preferred Stock shall not be
taxable to such stockholders.

     (n) The Company covenants and agrees that it shall not, at any time
after the Distribution Date, (i) consolidate with any other Person (other
than a Subsidiary of the Company in a transaction which complies with Section
11(o) hereof), (ii) merge with or into any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), or (iii) sell or transfer (or permit any Subsidiary to sell or
transfer), in one transaction or a series of related transactions, assets or
earning power aggregating more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to, any other Person or
Persons (other than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) hereof), if (x) at the
time of or immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or agreements
in effect which would substantially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights or (y) prior to,
simultaneously with or immediately after such consolidation, merger or sale,
the shareholders of the Person who constitutes, or would constitute, the
"Principal Party" for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or any of its
Affiliates and Associates.

     (o) The Company covenants and agrees that, after the Distribution Date,
it will not, except as permitted by Section 23 or Section 26 hereof, take (or
permit any Subsidiary to take) any action if at the time such action is taken
it is reasonably foreseeable that such action will diminish substantially or
eliminate the benefits intended to be afforded by the Rights.

     (p) Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the date of this Agreement and
prior to the Distribution Date (i) declare a dividend on the outstanding
shares of Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding shares of Common Stock, or (iii) combine the outstanding share of
Common Stock into a smaller number of shares, the number of Rights associated
with each share of Common Stock then outstanding, or issued or delivered
thereafter but prior to the Distribution Date, shall be proportionately
adjusted so that the number of Rights thereafter associated with each share
of Common Stock following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of Common Stock
immediately prior to such event by a fraction the numerator which shall be
the total number of shares of Common Stock outstanding immediately prior to
the occurrence of the event and the denominator of which shall be the total
number of shares of Common Stock outstanding immediately following the
occurrence of such event.

     Section 12.  Certificate of Adjusted Purchase Price or Number of Shares. 
Whenever an adjustment is made as provided in Section 11 or 13 hereof, the
Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Common Stock, a copy of such certificate, and (c)
mail a brief summary thereof to each holder of a Rights Certificate (or, if
prior to the Distribution Date, to each holder of a certificate representing
shares of Common Stock) in accordance with Section 25 hereof.  The Rights
Agent shall be fully protected in relying on any such certificate and on any
adjustment therein contained.

     Section 13.  Consolidation, Merger or Sale or Transfer of Assets or
Earning Power.  (a) In the event that, following the Stock Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), and the Company shall
not be the continuing or surviving corporation of such consolidation or
merger, (y) any Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) shall consolidate with,
or merge with or into, the Company, and the Company shall be the continuing
or surviving corporation of such consolidation or merger and, in connection
with such consolidation or merger, all or part of the outstanding shares of
Common Stock shall be changed into or exchanged for stock or other securities
of any other Person or cash or any other property, or (z) the Company shall
sell or otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to any Person or
Persons (other than the Company or any Subsidiary of the Company in one or
more transactions each of which complies with Section 11(o) hereof), then,
and in each such case and except as set forth in Section 13(d) hereof, proper
provision shall be made so that: (i) each holder of a Right, except as
provided in Section 7(e) hereof, shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price in accordance
with the terms of this Agreement, such number of validly authorized and
issued, fully paid, nonassessable and freely tradeable shares of Common Stock
of the Principal Party (as such term is hereinafter defined), not subject to
any liens, encumbrances, rights of first refusal or other adverse claims, as
shall be equal to the result obtained by (l) multiplying the then current
Purchase Price by the number of one one-hundredths of a share of Preferred
Stock for which a Right is exercisable by such holder immediately prior to
the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event
has occurred prior to the Section 13 Event, multiplying the Purchase Price in
effect immediately prior to the first occurrence of such event set forth in
Section 11(a)(ii) hereof by the number of one one-hundredths of a share of
Preferred Stock for which a Right was exercisable immediately prior to such
first occurrence) and dividing that product (such product, following the
first occurrence of a Section 13 Event, shall be referred to as the "Purchase
Price" for each Right and for all purposes of this Agreement) by (2) 50% of
the current market price (determined pursuant to Section 11(d)(i) hereof with
respect to the Common Stock) per share of Common Stock of such Principal
Party on the date of consummation of the Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue
of such Section 13 Event, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company' shall thereafter be
deemed to refer to such Principal Party, it being specifically intended that
the provisions of Section 11 hereof shall apply only to such Principal Party
following the first occurrence of a Section 13 Event; (iv) such Principal
Party shall take such steps (including, but not limited to, the reservation
of a sufficient number of shares of its Common Stock) in connection with the
consummation of any such transaction as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to its Common Stock thereafter deliverable upon the exercise
of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of
no effect following the first occurrence of any Section 13 Event.

               (b)  "Principal Party" shall mean

               (i) in the case of any transaction described in clause (x) or
     (y) of the first sentence of Section 13(a), the Person that is the
     issuer of any securities into which shares of Common Stock of the
     Company are converted in such merger or consolidation, and if no
     securities are so issued, the Person that is the other party to such
     merger or consolidation; and

               (ii) in the case of any transaction described in clause (z) of
     the first sentence of Section 13(a), the Person that is the party
     receiving the greatest portion of the assets or earning power
     transferred pursuant to such transaction or transactions;

provided, however, that in any such case, (1) if the Common Stock of such
Person is not at such time and has not been continuously over the preceding
twelve (12) month period registered under Section 12 of the Exchange Act, and
such Person is a direct or indirect Subsidiary of another Person the Common
Stock of which is and has been so registered, "Principal Party" shall refer
to such other Person; (2) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Stock of two or more of which
are and have been so registered, "Principal Party" shall refer to whichever
of such Persons is the issuer of the Common Stock having the greatest
aggregate market value; and (3) in case such Person is owned, directly or
indirectly, by a joint venture formed by two or more Persons that are not
owned, directly or indirectly, by the same Person, the rules set forth in (l)
and (2) above shall apply to each of the chains of ownership having an
interest in such joint venture as if such party were a "Subsidiary" of both
or all of such joint ventures and the Principal Parties in each such chain
shall bear the obligations set forth in this Section 13 in the same ratio as
their direct or indirect interests in such Person bear to the total of such
interests.
               (c) The Company shall not consummate any such consolidation,
     merger, sale or transfer unless the Principal Party shall have a
     sufficient number of authorized shares of Common Stock which have not
     been issued or reserved for issuance to permit the exercise in full of
     the Rights in accordance with this Section 13 and unless prior thereto
     the Company and such Principal Party shall have executed and delivered
     to the Rights Agent a supplemental agreement providing for the terms set
     forth in paragraphs (a) and (b) of this Section 13 and further providing
     that, as soon as practicable after the date of any consolidation, merger
     or sale of assets mentioned in paragraph (a) of this Section 13, the
     Principal Party at its own expense will:

               (i) prepare and file a registration statement under the
     Securities Act, with respect to the Rights and the securities
     purchasable upon exercise of the Rights on an appropriate form, and will
     use its best efforts to cause such registration statement to (A) become
     effective as soon as practicable after such filing and (B) remain
     effective (with a prospectus at all times meeting the requirements of
     the Securities Act) until the Expiration Date;

               (ii) use its best efforts to qualify or register the Rights
     and the securities purchasable upon exercise of the Rights under the
     Blue Sky laws of such jurisdictions as may be necessary or appropriate;
     and 

               (iii) deliver to holders of the Rights historical financial
     statements for the Principal Party and each of its Affiliates which
     comply in all respects with the requirements for registration on Form 10
     under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers
or consolidations or sales or other transfers.  In the event that a Section
13 Event shall occur at any time after the occurrence of a Section 11(a)(ii)
Event, the Rights which have not theretofore been exercised shall thereafter
become exercisable only in the manner described in Section 13(a).

               (d) Notwithstanding anything in this Agreement to the
contrary, this Section 13 shall not be applicable to a transaction described
in subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is
consummated with a Person or Persons who acquired shares of Common Stock
pursuant to a tender offer or exchange offer for all outstanding shares of
Common Stock that complies with the provisions of Section 11(a)(ii)(B) hereof
(or a wholly-owned subsidiary of any such Person or Persons), (ii) the price
per Common Share offered in such transaction is not less than the price per
share of Common Stock paid to all holders of Common Stock whose shares were
purchased pursuant to such tender offer or exchange offer, and (iii) the form
of consideration being offered to the remaining holders of Common Stock
pursuant to such transaction is the same as the form of consideration paid
pursuant to such tender offer or exchange offer.  Upon consummation of any
such transaction contemplated by this Section 13(d), all Rights hereunder
shall expire.

     Section 14.  Fractional Rights and Fractional Shares.  (a) The Company
shall not be required to issue fractions of Rights, except prior to the
Distribution Date as provided in Section 11(p) hereof, or to distribute
Rights Certificates which evidence fractional Rights.  In lieu of such
fractional Rights, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right.  For purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.  The closing price of
the Rights for any day shall be the last sale price, regular way, or, in case
no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed
or admitted to trading on the New York Stock Exchange or, if the Rights are
not listed or admitted to trading on the New York Stock Exchange, as reported
in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading, or if the Rights are not listed or
admitted to trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported by NASDAQ or such other system
then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by
a professional market maker making a market in the Rights selected by the
Board of Directors of the Company.  If on any such date no such market maker
is making a market in the Rights the fair value of the Rights on such date as
determined in good faith by the Board of Directors of the Company shall be
used and shall be conclusive for all purposes.

     (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares of Preferred
Stock (other than fractions which are integral multiples of one one-hundredth
of a share of Preferred Stock) .  In lieu of fractional shares of Preferred
Stock that are not integral multiples of one one-hundredth of a share of
Preferred Stock, there shall be paid to the registered holders of Rights
Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of one
one-hundredth of a share of Preferred Stock.  For purposes of this Section
14(b), the current market value of one one-hundredth of a share of Preferred
Stock shall be one one-hundredth of the closing price of a share of Preferred
Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading
Day immediately prior to the date of such exercise.

     (c) Following the occurrence of a Triggering Event, the Company shall
not be required to issue fractions of shares of Common Stock upon exercise of
the Rights or to distribute certificates which evidence fractional shares of
Common Stock.  In lieu of fractional shares of Common Stock, the Company may
pay to the registered holders of Rights Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the same fraction
of the current market value of one share of Common Stock.  For purposes of
this Section 14(c), the current market value of one share of Common Stock
shall be the closing price of a share of Common Stock (as determined pursuant
to Section 11(d) (i) hereof) for the Trading Day immediately prior to the
date of such exercise.

     (d) The holder of a Right by the acceptance of the Rights expressly
waives his right to receive any fractional Rights or any fractional shares
upon exercise of a Right, except as permitted by this Section 14.

     Section 15.  Rights of Action.  All rights of action in respect of this
Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of
the Common Stock); and any registered holder of any Rights Certificate (or,
prior to the Distribution Date, of the Common Stock), without the consent of
the Rights Agent or of the holder of any other Rights Certificate (or, prior
to the Distribution Date, of the Common Stock), may, in his own behalf and
for his own benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company to enforce, or otherwise act in respect of,
his right to exercise the Rights evidenced by such Rights Certificate in the
manner provided in such Rights Certificate and in this Agreement.  Without
limiting the foregoing or any remedies available to the holders of Rights, it
is specifically acknowledged that the holders of Rights would not have an
adequate remedy at law for any breach of this Agreement and shall be entitled
to specific performance of the obligations hereunder and injunctive relief
against actual or threatened violations of the obligations hereunder of any
Person subject to this Agreement.  Holders of Rights shall be entitled to
recover the reasonable costs and expenses, including attorneys' fees,
incurred by them in any action to enforce the provisions of this Agreement.

     Section 16.  Agreement of Rights Holders.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

     (a)       prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common Stock;

     (b)       after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office or offices of the Rights Agent designated for such
purposes, duly endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms and certificates fully executed;

     (c)       subject to Section 6(a) and Section 7(f) hereof, the Company
and the Rights Agent may deem and treat the person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on
the Rights Certificates or the associated Common Stock certificate made by
anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent shall, subject to
the last sentence of Section 7(e) hereof, be required to be affected by any
notice to the contrary; and

     (d)       notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any
holder of a Right or other Person as a result of its inability to perform any
of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order
promulgated or enacted by any governmental authority, prohibiting or
otherwise restraining performance of such obligation; provided, however, the
Company must use its best efforts to have any such order, decree or ruling
lifted or otherwise overturned as soon as possible.

     Section 17.  Rights Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one
one-hundredths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights Certificate,
as such, any of the rights of a stockholder of the Company or any right to
vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 24 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in accordance
with the provisions hereof.

     Section 18.  Concerning the Rights Agent.  (a) The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and disbursements and other
disbursements incurred in the administration and execution of this Agreement
and the exercise and performance of its duties hereunder.  The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against,
any loss, liability, or expense, incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything done or
omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses of
defending against any claim of liability in the premises.

     (b) The Rights Agent shall be protected and shall incur no liability for
or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Rights
Certificate or certificate for Common Stock or for other securities of the
Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.

     Section 19.  Merger or Consolidation or Change of Name of Rights Agent. 
(a) Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party or any corporation succeeding to the
corporate trust or stock transfer business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on
the part of any of the parties hereto; provided, however, that such
corporation would be eligible for appointment as a successor Rights Agent
under the provisions of Section 21 hereof.  In case at the time such
successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Rights Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of
a predecessor Rights Agent and deliver such Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates shall
not have been countersigned, any successor Rights Agent may countersign such
Rights Certificates either in the name of the predecessor or in the name of
the successor Rights Agent; and in all such cases such Rights Certificates
shall have the full force provided in the Rights Certificates and in this
Agreement.

     (b) In case at any time the name of the Rights Agent shall be changed
and at such time any of the Rights Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its
prior name and deliver Rights Certificates so countersigned; and in case at
that time any of the Rights Certificates shall not have been countersigned,
the Rights Agent may countersign such Rights Certificates either in its prior
name or in its changed name; and in all such cases such Rights Certificates
shall have the full force provided in the Rights Certificates and in this
Agreement.

     Section 20.  Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Rights
Certificates, by their acceptance thereof, shall be bound:

     (a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.

     (b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the
determination of "current market price") be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board, any Vice Chairman of the
Board, the President, any Executive Vice President, any Senior Vice
President, the Treasurer or the Secretary of the Company and delivered to the
Rights Agent; and such certificate shall be full authorization to the Rights
Agent for any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

     (c)       The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.

     (d)       The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or in the
Rights Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.

     (e)       The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution and delivery hereof by the Rights Agent) or
in respect of the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor shall it be responsible for any adjustment required
under the provisions of Section 11 or Section 13 hereof or responsible for
the manner, method or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment (except with
respect to the exercise of Rights evidenced by Rights Certificates after
actual notice of any such adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any Common Stock or Preferred Stock to be issued pursuant to
this Agreement or any Rights Certificate or as to whether any Common Stock or
Preferred Stock will, when so issued, be validly authorized and issued, fully
paid and nonassessable.

     (f)       The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably
be required by the Rights Agent for the carrying out or performing by the
Rights Agent of the provisions of this Agreement.

     (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, any Vice Chairman of the Board, the President, any
Executive Vice President, any Senior Vice President, the Treasurer and the
Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable for
any action taken or suffered to be taken by it in good faith in accordance
with instructions of any such officer.

     (h) The Rights Agent and any stockholder, director, officer or employee
of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction
in which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as  though it were not Rights
Agent under this Agreement.  Nothing herein shall preclude the Rights Agent
from acting in any other capacity for the Company or for any other legal
entity.

     (i)       The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by
or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any
such act, default, neglect or misconduct; provided, however, reasonable care
was exercised in the selection and continued employment thereof.

     (j)       No provision of this Agreement shall require the Rights Agent
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of its
rights if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnification against such risk or liability is not
reasonably assured to it.

     (k)       If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate contained in the form
of assignment or the form of election to purchase set forth on the reverse
thereof, as the case may be, has either not been completed or indicates an
affirmative response to clause l and/or 2 thereof, the Rights Agent shall not
take any further action with respect to such requested exercise of transfer
without first consulting with the Company.

     Section 21.  Change of Rights Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company, and
to each transfer agent of the Common Stock and Preferred Stock, by registered
or certified mail, and to the holders of the Rights Certificates by
first-class mail.  The Company may remove the Rights Agent or any successor
Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Stock and Preferred Stock, by registered or certified
mail, and to the holders of the Rights Certificates by first-class mail.  If
the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights
Agent.  If the Company shall fail to make such appointment within a period of
thirty (30) days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by any registered holder of a Rights
Certificate (who shall, with such notice, submit his Rights Certificate for
inspection by the Company), then any registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a corporation
organized and doing business under the laws of the United States or of the
States of New York or Virginia (or of any other state of the United States so
long as such corporation is authorized to do business in the States of New
York or Virginia), in good standing, having a principal office in the States
of New York or Virginia, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$100,000,000 or (b) an affiliate of any such corporation described in clause
(a) above.  After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose. 
Not later than the effective date of any such appointment, the Company shall
file notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Stock and Preferred Stock, and mail a notice
thereof in writing to the registered holders of the Rights Certificates. 
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation
or removal of the Rights Agent or the appointment of the successor Rights
Agent, as the case may be.

     Section 22.  Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Rights
Certificates made in accordance with the provisions of this Agreement.  In
addition, in connection with the issuance or sale of Common Stock following
the Distribution Date and prior to the Expiration Date, the Company (a)
shall, with respect to Common Stock so issued or sold (i) pursuant to the
exercise of stock options, (ii) under any employee benefit plan or
arrangement, or (iii) upon the exercise, conversion or exchange of securities
issued by the Company and (b) may, in any other case, if deemed necessary or
appropriate by the Board of Directors of the Company, issue Rights
Certificates representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that (i) no such Rights Certificate
shall be issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material
adverse tax consequences to the Company or the Person to whom such Rights
Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.

     Section 23.  Redemption and Termination.  (a) The Board of Directors of
the Company may, at its option, at any time prior to 5:00 P.M., New York
time, on the earlier of (i) the close of business on the fifteenth day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the close of business on the
fifteenth day following the Record Date), or (ii) the Final Expiration Date,
redeem all but not less than all the then outstanding Rights at a redemption
price of $.05 per Right, as such amount shall be appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (such redemption price being hereinafter referred to as
the "Redemption Price"); and the Company may, at its option, pay the
Redemption Price either in cash or securities or both having a current market
price, as of a date determined by the Board of Directors, of $.05; provided,
however, in order for the Board of Directors of the Company to authorize
redemption of the Rights at or after the time a Person becomes an Acquiring
Person, then there must be Continuing Directors in office at the time of such
authorization and such authorization must be approved by a majority of such
Continuing Directors, provided, further, however, that if following the
occurrence of a Stock Acquisition Date and following the expiration of the
right of redemption hereunder but prior to any Triggering Event (x) a Person
who is an Acquiring Person shall have transferred or otherwise disposed of a
number of shares of Common Stock in one transaction, or series of
transactions, not directly or indirectly involving the Company or any of its
Subsidiaries, which did not result in the occurrence of a Triggering Event,
such that such Person is thereafter a Beneficial Owner of 10% or less of the
outstanding shares of Common Stock, and (y) there are no other Persons,
immediately following the occurrence of the event described in clause (x) who
are Acquiring Persons, then the right of redemption shall be reinstated and
thereafter be subject to the provisions of this Section 23.  Notwithstanding
anything contained in this Agreement to the contrary, the Rights shall not be
exercisable after the first occurrence of a Section 11(a)(ii) Event until
such time as the Company's right of redemption hereunder has expired.

     (b)       Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have
been filed with the Rights Agent and without any further action and without
any notice, the right to exercise the Rights will terminate and the only
right thereafter of the holders of Rights shall be to receive the Redemption
Price for each Right so held. Promptly after the action of the Board of
Directors ordering the redemption of the Rights, the Company shall give
notice of such redemption to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice to all such holders at each
holder's last address as it appears upon the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books of the
Transfer Agent for the Common Stock.  Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of redemption will state the method by
which the payment of the Redemption Price will be made.

     Section 24.  Notice of Certain Events.  (a) In case the Company shall
propose, at any time after the Distribution Date, (i) to pay any dividend
payable in shares of any class to the holders of Preferred Stock or to make
any other distribution to the holders of Preferred Stock (other than a
regular quarterly cash dividend paid out of earnings or retained earnings of
the Company), or (ii) to offer to the holders of Preferred Stock rights or
warrants to subscribe for or to purchase any additional shares of Preferred
Stock or shares of stock of any class or any other securities, rights or
options, or (iii) to effect any reclassification of the Preferred Stock
(other than a reclassification involving only the subdivision of outstanding
shares of Preferred Stock), or (iv) to effect any consolidation or merger
into or with any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one transaction or series of related
transactions, of more than 50% of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any other Person (other than the
Company and/or any of its Subsidiaries in one or more transactions each of
which complies with Section 11(o) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the
Company shall give to each holder of a Rights Certificate, to the extent
feasible, and in accordance with Section 25 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such share
dividend, distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of Preferred Stock, if any such date is to be fixed,
and such notice shall be so given in the case of any action covered by clause
(i) or (ii) above at least twenty (20) days prior to the record date for
determining holders of the Preferred Stock for purposes of such action, and
in the case of any such other action, at least twenty (20) days prior to the
date of the taking of such proposed action or the date of participation
therein by the holders of the Preferred Stock, whichever shall be the
earlier.

     (b)       In case any of the events set forth in Section 11(a)(ii)
hereof shall occur, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to each holder of a Rights Certificate, to the
extent feasible, in accordance with Section 25 hereof, a notice of the
occurrence of such event, which shall specify the event and the consequences
of the event to holders of Rights under Section 11(a)(ii) hereof and (ii) all
references in the preceding paragraph to Preferred Stock shall be deemed
thereafter to refer to Common Stock and/or, if appropriate, other securities.

     Section 25.  Notices.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows:

               Reynolds Metals Company
               6601 Broad Street Road
               P.O. Box 27003
               Richmond, Virginia 23261

               Attention:Secretary

Subject to the provisions of Section 21, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

               The Chase Manhattan Bank, N.A.
               One New York Plaza, 14th Floor
               New York, New York 10081

               Attention:  Vice President
                           Shareholder Services Division

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or if
prior to the Distribution Date, to the holder of certificates representing
Common Stock) shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Company.

     Section 26.  Supplements and Amendments.  Prior to the Distribution Date
and subject to the next to last sentence of this Section 26, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of
certificates representing Common Stock.  From and after the Distribution Date
and subject to the next to last sentence of this Section 26, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Right Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) to change or supplement the provisions hereunder in
any manner which the Company may deem necessary or desirable and which shall
not adversely affect the interests of the holders of Rights Certificates
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person), or (iv) to shorten or lengthen any time period hereunder (which
lengthening or shortening, following the time as of which a Person becomes an
Acquiring Person, shall be effective only if there are Continuing Directors
and shall require the concurrence of a majority of such Continuing
Directors); provided, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iv) of this sentence, (A) a time period
relating to when the Rights may be redeemed at such time as the Rights are
not then redeemable, or (B) any other time period unless such lengthening is
for the purpose of protecting, enhancing or clarifying the rights of, and/or
the benefits to, the holders of Rights.  Upon the delivery of a certificate
from an appropriate officer of the Company which states that the proposed
supplement or amendment is in compliance with the terms of this Section 26,
the Rights Agent shall execute such supplement or amendment.  Notwithstanding
anything contained in this Agreement to the contrary, no supplement or
amendment shall be made which changes the Redemption Price, the Final
Expiration Date, the Purchase Price, or the number of one one-hundredths of
a share of Preferred Stock for which a Right is exercisable, provided that
this Agreement may be amended to change the type and number of securities
into which a Right is exercisable if, after giving effect to such amendment,
the new securities into which each Right is exercisable have a value equal to
the value of the securities into which such Right was exercisable prior to
such amendment (excluding any value attributable to any minimum dividend
payments).  Prior to the Distribution Date, the interests of the holders of
Rights shall be deemed coincident with the interests of the holders of Common
Stock.

     Section 27.  Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and permitted assigns
hereunder.

     Section 28.  Determinations and Actions by the Board of Directors, etc. 
For all purposes of this Agreement, any calculation of the number of shares
of Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Common Stock of
which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule l3d-3d(l) (i) of the General Rules and Regulations
under the Exchange Act as in effect as of the date hereof.  The Board of
Directors of the Company (with, where specifically provided for herein, the
concurrence of the Continuing Directors) shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board (with, where specifically provided for
herein, the concurrence of the Continuing Directors) or the Company, or as
may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including a
determination to redeem or not redeem the Rights or to amend the Agreement). 
All such actions, calculations, interpretations and determinations
(including, for purposes of clause (ii) below, all omissions with respect to
the foregoing) which are done or made by the Board (with, where specifically
provided for herein, the concurrence of the Continuing Directors) in good
faith, shall (i) be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other parties, and (ii) not subject
the Board (or the Continuing Directors) to any liability to the holders of
the Rights.

     Section 29.  Benefits of this Agreement.  Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior to
the Distribution Date, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent
and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock).

     Section 30.  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void or
unenforceable and the Board of Directors of the Company determines in its
good faith judgment that severing the invalid language from this Agreement
would adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the close of business on the fifteenth day following the date of
such determination by the Board of Directors.

     Section 31.  Governing Law.  This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State.

     Section 32.  Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

     Section 33.  Descriptive Headings.  Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions
hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


Attest:                              REYNOLDS METALS COMPANY


By/s/ Donald T. Cowles            By     /s/ R. Bern Crowl
     Name:     Donald T. Cowles        Name:  R. Bern Crowl
     Title:    Secretary and           Title: Executive Vice President
     Assistant   and Chief Financial
     General Counsel                            Officer


Attest:                              THE CHASE MANHATTAN BANK, N.A.



By/s/ Arthur E. Erickson          By     /s/ Robert C. Devlin
     Name:     Arthur E. Erickson      Name:  Robert C. Devlin
     Title:    Second Vice             Title: Vice President
         President

                                                            EXHIBIT A


                   FORM OF CERTIFICATE OF DESIGNATIONS,
                  PREFERENCES, RIGHTS AND LIMITATIONS OF

               Series A Junior Participating Preferred Stock


                                    of


                          REYNOLDS METALS COMPANY


          Pursuant to Section 151 of the General Corporation Law
                         of the State of Delaware




     Reynolds Metals Company, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that, pursuant to (i) authority conferred upon the Board of
Directors by the Composite Certificate of Incorporation of the Corporation,
as amended, (ii) the provisions of Sections 141(c) and 151 of said General
Corporation Law, and (iii) resolutions adopted by the Board of Directors at
its meeting on November 20, 1987, the Board of Directors duly adopted the
following resolutions creating a series of 1,000,000 shares of Preferred
Stock designated as Series A Junior Participating Preferred Stock:

     RESOLVED, that, pursuant to authority conferred upon the Board of
Directors by the Composite Certificate of Incorporation of the Corporation,
as heretofore amended (hereinafter called the "Certificate of
Incorporation"), the Board of Directors hereby authorizes the issuance of up
to 1,000,000 shares (the "Preferred Stock") of authorized but unissued
Preferred Stock of the Corporation, and hereby fixes the designation, powers,
preferences and relative, participating, optional or other special rights,
and the qualifications, limitations or restrictions thereof, of such shares,
in addition to those set forth in the Certificate of Incorporation, as
follows, to be set forth in a certificate of designations (the "Certificate
of Designations"):

     Section l.  Designation and Amount.  The distinctive designation of the
series shall be "Series A Junior Participating Preferred Stock." The shares
constituting such series shall be without par value.  The number of shares
constituting such series shall be 1,000,000, subject to increase or decrease
by action of 
the Board of Directors as evidenced by a certificate of designations.

     Section 2.  Dividends and Distributions.  (A) Subject to the prior
rights of the holders of any shares of any series of Preferred Stock ranking
prior to the shares of Series A Junior Participating Preferred Stock with
respect to dividends, the holders of shares of Series A Junior Participating
Preferred Stock shall be entitled to receive, when and as declared by the
Board of Directors out of funds legally available for the payment of
dividends, quarterly dividends payable in cash on the first day of January,
April, July and October in each year or such other days on which dividends
are declared with respect to the Common Stock (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 Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$10 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 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 Junior Participating Preferred
Stock.  If the Corporation shall at any time after November 20, 1987 (the
"Rights Declaration Date") (i) declare any dividend payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each
such case the amount to which holders of shares of Series A Junior
Participating 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 Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, if 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 $10 per share
on the Series A Junior Participating 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 Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares, unless
(i) such date of issue 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 (ii) such date of issue is
either a Quarterly Dividend Payment Date or a date after the record date for
the determination of holders of shares of Series A Junior Participating
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 Junior Participating 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 Junior
Participating Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 60
days prior to the date fixed for the payment thereof.

     Section 3.  Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Junior Participating 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 after the Rights Declaration Date (i) declare any dividend payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Participating 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 or by law, the holders of shares
of Series A Junior Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

     (C) (i) If and whenever at any time or times dividends payable on shares
of any Series A Junior Participating Preferred Stock shall have been in
arrears and unpaid in an aggregate amount equal to or exceeding the amount of
dividends payable thereon for six quarterly dividend periods, then the
holders of shares of any Series A Junior Participating Preferred Stock,
together with the holders of any other series of Preferred Stock as to which
dividends are in arrears and unpaid in an aggregate amount equal to or
exceeding the amount of dividends payable thereon for six quarterly dividend
periods, shall have the exclusive right, voting separately as a class with
such other series, to elect two directors of the Corporation, such directors
to be in addition to the number of directors constituting the Board of
Directors immediately prior to the accrual of such right, the remaining
directors to be elected by the other class or classes of stock entitled to
vote therefor at each meeting of stockholders held for the purpose of
electing directors.

     (ii) Such voting right may be exercised initially either at a special
meeting of the holders of the Preferred Stock having such voting right,
called as hereinafter provided, or at any annual meeting of stockholders held
for the purpose of electing directors, and thereafter at each such annual
meeting until such time as all cumulative dividends accumulated and payable
on the shares of Series A Junior Participating Preferred Stock shall have
been paid in full, at which time such voting right shall terminate, subject
to revesting on the basis set forth in paragraph (C)(i).

     (iii) At any time when such voting right shall have vested in holders of
the Preferred Stock, and if such right shall not already have been initially
exercised, a proper officer of the Corporation shall, upon the written
request of the record holders of 10% in number of shares of Preferred Stock
having such voting right then outstanding, addressed to the Secretary of the
Corporation, call a special meeting of the holders of Preferred Stock having
such voting right and of any other class or classes of stock having voting
power with respect to the election of such directors.  Such meeting shall be
held at the earliest practicable date upon the notice required for annual
meetings of stockholders at the place for holding annual meetings of
stockholders of the Corporation or, if none, at a place designated by the
Board of Directors.  If such meeting is not called by the proper officers of
the Corporation within 30 days after the personal service of such written
request upon the Secretary of the Corporation, or within 30 days after
mailing the same within the United States of America, by registered mail,
addressed to the Secretary of the Corporation at its principal office (such
mailing to be evidenced by the registry receipt issued by the postal
authorities), then the record holders of 10% in number of shares of the
Preferred Stock then outstanding which would be entitled to vote at such
meeting may designate in writing one of their number to call such meeting at
the expense of the Corporation, and such meeting may be called by such person
so designated upon the notice required for annual meetings of stockholders
and shall be held at the same place as is elsewhere provided for in this
paragraph (C)(iii) or such other place as is selected by such designated
stockholder. Any holder of the Preferred Stock who would be entitled to vote
at such meeting shall have access to the stock books of the Corporation for
the purpose of causing a meeting of stockholders to be called pursuant to the
provisions of this paragraph (C). Notwithstanding the provisions of this
paragraph (C), no such special meeting shall be called during a period within
90 days immediately preceding the date fixed for the next annual meeting of
stockholders.

     (iv) At any meeting held for the purpose of electing directors at which
the holders of the Preferred Stock shall have the right to elect two
directors in addition to the number of directors constituting the Board of
Directors immediately prior to accrual of such right as provided herein, the
presence in person or by proxy of the holders of 40% of the then outstanding
shares of Preferred Stock having such right shall be required and shall be
sufficient to constitute a quorum of such class of the election of directors
by such class.  At any such meeting or adjournment thereof (i) the absence of
a quorum of the holders of the Preferred Stock having such right shall not
prevent the election of directors other than those to be elected by the
holders of the Preferred Stock, and the absence of a quorum or quorums of the
holders of capital stock entitled to elect such other directors shall not
prevent the election of directors to be elected by the holders of the
Preferred Stock entitled to elect such directors and (ii) except as otherwise
required by law, in the absence of a quorum of the holders of any class of
stock entitled to vote for the election of directors, a majority of the
holders present in person or by proxy of such class shall have the power to
adjourn the meeting for the election of directors which the holders of such
class are entitled to elect, from time to time, without notice other than
announcement at the meeting, until a quorum is present.

     (v) Any vacancy in the Board of Directors in respect of a director
elected by holders of Preferred Stock pursuant to the voting right created
under this paragraph (C) shall be filled by 
vote of the remaining director so elected, or if there be no such remaining
director, by the holders of Preferred Stock entitled to elect such director
or directors at a special meeting called in accordance with the procedures
set forth in paragraph (C)(iii), or, if no such special meeting is called, at
the next annual meeting of stockholders.  Upon any termination of such voting
right, subject to the requirements of the General Corporation Law of
Delaware, the term of office of all directors elected by holders of Preferred
Stock voting separately as a class shall terminate.

     (D) Except as set forth herein, or as required by law, holders of Series
A Junior Participating 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.

     Section 4.  Certain Restrictions.  (A) Whenever quarterly dividends or
other dividends or distributions payable on the Series A Junior Participating
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 Junior Participating Preferred Stock outstanding shall
have been paid in full, the Corporation shall not:


     (i) declare or pay dividends on 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 Junior
Participating Preferred Stock, except dividends paid ratably on the Series A
Junior Participating 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;

     (ii) purchase or otherwise acquire for consideration any shares of
Series A Junior Participating Preferred Stock, or any shares of stock ranking
on a parity with the Series A Junior Participating 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
Article IV, Section I of its Certificate of Incorporation or paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

     Section 5.  Reacquired Shares.  Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled 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 to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

     Section 6.  Liquidation, Dissolution or Winding Up.  (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless,
prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A Liquidation
Preference").  Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made to the
holders of shares of Series A Junior Participating Preferred Stock unless,
prior thereto, the holders of shares of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in paragraph C below to reflect such
events as stock splits, stock dividends and recapitalizations with respect to
the Common Stock) (such number in clause (ii), the "Adjustment Number"). 
Following the payment of the full amount of the Series A Liquidation
Preference and the Common Adjustment in respect of all outstanding shares of
Series A Junior Participating Preferred Stock and Common Stock, respectively,
holders of Series A Junior Participating Preferred Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number
to l with respect to such Preferred Stock and Common Stock, on a per share
basis, respectively.

     (B) (i) If there are not sufficient assets available to permit payment
in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of preferred stock, if any, which rank on a
parity with the Series A Junior
Participating Preferred Stock, then such assets as are available shall be
distributed ratably to the holders of such parity shares in proportion to
their respective liquidation preferences.  (ii) If there are not sufficient
assets available to permit payment in full of the Common Adjustment, then
such assets as are available shall be distributed ratably to the holders of
Common Stock.

     (C) If the Corporation shall at any time after November 20, 1987 (i)
declare any dividend payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the Adjustment Number in
effect immediately prior to such event shall be adjusted by multiplying such
Adjustment 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.

     Section 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
the shares of Series A Junior Participating Preferred Stock shall at the same
time be similarly exchanged or changed in 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.  If the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, 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 Junior Participating 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.

     Section 8.  No Redemption.  The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

     Section 9.  Ranking.  The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's Preferred Stock as
to the payment of dividends and the distribution of assets, unless the
Issuing Resolution with respect to any such series shall provide otherwise.

     Section 10.  Fractional Shares.  Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder,
in proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series A Junior Participating Preferred Stock.

     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and
do affirm the foregoing as true under the penalties of perjury this _____th
day of ________, 1987.



                                                                       
                                        Name:
                                        Title:



Attest:



                               
Name:
Title:


                                                            EXHIBIT B


                       [Form of Rights Certificate]


Certificate No. R-                                         _________ Rights



NOT EXERCISABLE AFTER DECEMBER l, 1997 OR EARLIER IF REDEEMED BY THE COMPANY. 
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.05
PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED HEREIN).
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE
OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON
OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]*


                            Rights Certificate

                          REYNOLDS METALS COMPANY

          This certifies that ____________________, or registered assigns, is
the registered holder of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions
of the Rights Agreement, dated as of November 23, 1987 (as amended from time
to time, the "Rights Agreement"), between Reynolds Metals Company, a Delaware
corporation (the "Company"), and The Chase Manhattan Bank, N.A. (the "Rights
Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New
York time) on December l, 1997 at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent, one
one-hundredth of a share of the Company's Series A Junior Participating
Preferred Stock, without par value (the Preferred Stock"), at a purchase
price of $125 per one one-hundredth of a share (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the Form of
Election to Purchase set forth on the reverse hereof and the Certificate
contained therein duly executed.  The Purchase Price shall be paid at the
election of the holder by certified bank check or money order payable 

                     
     *The portion of the legend in brackets shall be inserted only if
applicable and shall replace the preceding sentence. 


to the order of the Company or the Rights Agent.  The number of Rights
evidenced by this Rights Certificate, the number of one one-hundredths of a
share of Preferred Stock which may be purchased upon exercise thereof and the
Purchase Price per one one-hundredth of a share of Preferred Stock, set forth
above, are the number of Rights, number of one one-hundredths of a share of
Preferred Stock and Purchase Price as of __________ __ 1987, based on the
Preferred Stock as constituted at such date.

     Upon the occurrence of a Section 11(a)(ii) Event (as such term is
defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or any
Affiliate or Associate of an Acquiring Person (as such terms are defined in
the Rights Agreement), (ii) a transferee of any such Acquiring Person,
Associate or Affiliate, or (iii) under certain circumstances specified in the
Rights Agreement, a transferee of a person who, concurrently with or after
such transfer, became an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, such Rights shall become null and void and no holder hereof
shall have any rights with respect to such Rights from and after the
occurrence of such Section 11(a)(ii) Event.

     As provided in the Rights Agreement, the Purchase Price, the number of
one one-hundredths of a share of Preferred Stock and the kind of securities
which may be purchased upon the exercise of the Rights evidenced by this
Rights Certificate are subject to modification and adjustment upon the
happening of certain events, including Triggering Events (as such term is
defined in the Rights Agreement).

     This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to
which Rights Agreement reference is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holder of the Rights Certificate,
which limitations of rights include the temporary suspension of the
exercisability of such Rights under the specific circumstances set forth in
the Rights Agreement.  Copies of the Rights Agreement are on file at the
above-mentioned office of the Rights Agent and are also available upon
written request to the Rights Agent.

     The Rights Certificate, with or without other Rights Certificates, upon
surrender at the principal office or offices of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of one one-hundredths of a share of
Preferred Stock as the Rights evidenced by the Rights Certificate or Rights
Certificates surrendered shall have entitled such holder to purchase.  If
this Rights Certificate shall be exercised in part, the holder shall be
entitled to receive upon surrender hereof another Rights Certificate or
Rights Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Board of Directors of the Company
at its option at a redemption price of $.05 per Right at any time prior to
the earlier of the close of business on (i) the fifteenth day following the
Stock Acquisition Date (as such time period may be extended pursuant to the
Rights Agreement), and (ii) the Final Expiration Date.  After the expiration
of the redemption period, the Company's right of redemption may be reinstated
if an Acquiring Person reduces his beneficial ownership to 10% or less of the
outstanding Common Stock in a transaction or series of transactions not
involving the Company.

     The Company may, in lieu of issuing fractional shares of Preferred Stock
upon the exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), make a cash payment as provided in the Rights
Agreement.

     No holder of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the shares of
Preferred Stock or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action,
or to receive notice of meetings or other actions affecting stockholders
(except as provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by
this Rights Certificate shall have been exercised as provided in the Rights
Agreement.

               This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been counter-signed by the Rights Agent.


               WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.

Dated as of ___________, 19

ATTEST:                              REYNOLDS METALS COMPANY


_______________________              By___________________________
     Secretary                         Title:

Countersigned:


THE CHASE MANHATTAN BANK, N.A.


By____________________________
     Authorized Signature

               [Form of Reverse Side of Rights Certificate]


                            FORM OF ASSIGNMENT


             (To be executed by the registered holder if such
            holder desires to transfer the Rights Certificate.)


FOR VALUE RECEIVED _________________________________________
hereby sells, assigns and transfers unto ___________________

                                                                   
     (Please print name and address of transferee)

                                                                   
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ___________________
Attorney, to transfer the within Rights Certificate on the books of the
within-named Company with full power of substitution.

Dated:       ___________________, 19


                                                          
                     Signature

Signature Guaranteed:


                                Certificate

             The undersigned hereby certifies by checking the appropriate
boxes that:

             (l) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such
terms are defined in the Rights Agreement);

             (2)     after due inquiry and to the best knowledge of the
undersigned,  he  [  ]  did  [  ] did not acquire the Rights evidenced by
this Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.


Dated:  ____________, 19             _____________________________
     Signature


                                  NOTICE


             The signatures to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.

                   
                   
                       FORM OF ELECTION TO PURCHASE


            (To be executed if the registered holder desires to
          exercise Rights represented by the Rights Certificate.)

To: REYNOLDS METALS COMPANY

             The undersigned hereby irrevocably elects to exercise ________
Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person which may be issuable upon
the exercise of the Rights) and requests that certificates for such shares be
issued in the name of and delivered to:


                                                                    
               (Please print name and address)

                                                                   


Please insert social security
or other identifying number: ______________________________


             If such number of Rights shall not be all the Rights evidenced
by this Rights Certificate, a new Rights Certificate for the balance of such
Rights shall be registered in the name of and delivered to:


                                                                  
               (Please print name and address)

                                                                  

Please insert social security
or other identifying number: _____________________________

                                                                  


Dated:________________, 19


                                                                    
                                   Signature

Signature Guaranteed:


                                Certificate


     The undersigned hereby certifies by checking the appropriate boxes that:

               (l)   the Rights evidenced by this Rights Certif-
icate [  ] are [  ] are not being exercised by or on behalf of a Person who
is or was an Acquiring Person or an Affiliate or Associate of an Acquiring
Person (as such terms are defined in the Rights Agreement);

               (2)   after due inquiry and to the best knowledge of
the undersigned, he [  ] did [  ] did not acquire the Rights evidenced by
this Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.


Dated:  ___________, 19              _____________________________
     Signature

Signature Guaranteed:

                                  NOTICE

     The signatures to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any
change whatsoever.

                                                          EXHIBIT C


                       SUMMARY OF RIGHTS TO PURCHASE
                              PREFERRED STOCK


     On November 20, 1987, the Board of Directors of Reynolds Metals Company,
a Delaware corporation (the "Company"), declared a dividend distribution of
one Preferred Stock Purchase Right (individually a "Right", and collectively
the "Rights") for each outstanding share of common stock, without par value
(the "Common Stock") of the Company, to stockholders of record at the close
of business on December 1, 1987 (the "Record Date").  Each Right entitles the
record holder to purchase from the Company, from and after the Distribution
Date (as defined below) one one-hundredth of a share of the Company's Series
A Junior Participating Preferred Stock, without par value (the "Preferred
Stock") at a price of $125 (the "Purchase Price"), subject to adjustment in
certain circumstances. The Purchase Price may be paid, at the election of the
registered holder, by certified bank check or money order payable to the
order of the Company or The Chase Manhattan Bank, N.A., as Rights Agent (the
"Rights Agent").  The description and terms of the Rights are set forth in a
Rights Agreement, dated as of November 23, 1987 (the "Rights Agreement"),
between the Company and the Rights Agent.

     Initially, the Rights will be attached to the certificates representing
outstanding shares of Common Stock, and no Rights Certificates will be
distributed.  The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) fifteen (15) days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten (10)
business days following the commencement of a tender offer or exchange offer
if, upon consummation thereof, the person or group making such offer would be
the beneficial owner of 30% or more of the outstanding shares of Common
Stock. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
December l, 1987 will contain a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.  As soon as
practicable following the Distribution Date, Rights Certificates will be
mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, such separate Rights Certificates
alone will evidence the Rights.  Except in certain limited circumstances,
only shares of Common Stock issued prior to the Distribution Date will be
issued with Rights.

     The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December l, 1997, unless earlier exercised
or redeemed by the Company as described below.

     At any time following the Distribution Date, if (i) the Company is the
surviving corporation in a merger with an Acquiring Person and its Common
Stock is not changed or exchanged, (ii) a Person becomes the beneficial owner
of 30% or more of the then outstanding shares of Common Stock (other than
pursuant to an offer for all outstanding shares of Common Stock at a price
and on terms which the majority of the independent Directors determine to be
fair to, and otherwise in the best interests of, stockholders), or (iii) an
Acquiring Person receives equity securities (other than pursuant to a pro
rata distribution) from the Company, acquires from or transfers to the
Company assets with a fair market value exceeding $10,000,000 or engages in
certain other "self-dealing" transactions specified in the Rights Agreement,
the Rights Agreement requires that proper provision be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof, Common Stock (or, in certain circumstances cash, property
or other securities of the Company) having a value equal to two (2) times the
exercise price of the Right.  However, Rights are not exercisable following
the occurrence of the events set forth above until such time as the Rights
are no longer redeemable by the Company as set forth below. Notwithstanding
any of the foregoing, following the occurrence of any of the events set forth
in this paragraph, any Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by an Acquiring
Person shall immediately become null and void.

     For example, at an exercise price of $125 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to
purchase $250 worth of Common Stock (or other securities or assets, as noted
above) for $125.  Assuming that the Common Stock had a per share value of $50
at such time, the holder of each valid Right would be entitled to purchase
five shares of Common Stock for $125.

     At any time following the Stock Acquisition Date, if (i) the Company
engages in a merger or consolidation in which the Company is not the
surviving corporation, (ii) the Company engages in a merger or consolidation
with another person in which the Company is the surviving corporation, but in
which all or part of the Common Stock is changed or exchanged, or (iii) 50%
or more of the Company's assets or earning power is sold or transferred, the
Rights Agreement requires that proper provision be made so that each holder
of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon the exercise thereof,
common stock of the acquiring company having a value equal to two (2) times
the exercise price of the Right.  The Rights may not be so exercised in the
case of a merger or consolidation (a) which follows an offer described in
clause (ii) of the second preceding paragraph and (b) in which the form and
amount of consideration is the same as was paid in such offer.  The events
set forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."


     The Rights Agreement provides that the Company may not consolidate or
merge with, or sell 50% of the Company's assets or earning power to, any
person which has securities or is bound by agreements which would
substantially diminish the benefits of the Rights.

     The Purchase Price payable, and the number of one one-hundredths of a
share of Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on the Preferred Stock or other
capital stock, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock or securities
convertible into Preferred Stock at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly
cash dividends or dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to above).

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. The Company may, in lieu of issuing fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share, which may, at the election of the Company, be
evidenced by depositary receipts) upon exercise of the Rights, make a cash
payment based on the market price of the Preferred Stock on the last trading
date prior to the date of exercise.

     At any time until fifteen (15) days following the Stock Acquisition
Date, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.05 per Right, payable in cash or securities
or both (the "Redemption Price").  Upon certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence of
a majority of the Continuing Directors.  Thereafter, this right of redemption
may be reinstated if an Acquiring Person reduces his beneficial ownership to
10% or less of the outstanding shares of Common Stock in a transaction or
series of transactions not involving the Company and there are no other
Acquiring Persons.  Immediately upon the action of the Board of Directors of
the Company ordering redemption of the Rights, with, where required, the
concurrence of a majority of the Continuing Directors, the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

     The term "Continuing Director" means any member of the Company's Board
of Directors who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors. 
Continuing Directors do not include an Acquiring Person, or any
representative thereof.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.  While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income at such time as
the Rights become exercisable or are exercised for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company as
set forth above.

          Certain provisions of the Rights Agreement relating to the
principal economic terms of the Rights may not be amended at any time.  Other
provisions may be amended by the Board of Directors of the Company prior to
the Distribution Date.  Thereafter, these provisions of the Rights Agreement
may be amended by the Board (in certain circumstances only with the
concurrence of the Continuing Directors) in order: to cure any ambiguity,
defect or inconsistency; to shorten or lengthen any time period under the
Rights Agreement; or in any other respect that will not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person); provided that no amendment to adjust the time period governing
redemption may be made if the Rights are not redeemable.

          Shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable.  Each one one-hundredth of a share of Preferred Stock
will be entitled to an aggregate quarterly dividend equal to the greater of
(a) the quarterly dividend declared per share of Common Stock or (b) $.10,
(ii) upon liquidation, a minimum preferential liquidation payment of $1.00
and an aggregate liquidation payment equal to the liquidation payment made
per share of Common Stock, (iii) one vote, voting together with the shares of
Common Stock and (iv) in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, the same amount
received per share of Common Stock.  These rights are protected by customary
anti-dilution provisions.  Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of each one one-hundredth
of a share of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.

          A copy of the Rights Agreement is filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement of the Company
on Form 8-A.  A copy of the Rights Agreement is available free of charge from
the Company upon written request therefor.  This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by reference.