8-A12B/A

  As filed with the Securities and Exchange Commission on February 8, 2000
=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                           FORM 8-A/A AMENDMENT NO. 5

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

                           --------------------------

                               XEROX CORPORATION
             (Exact Name of Registrant as specified in its Charter)

            New York                                   16-0468020
  (State of incorporation or organization)          (I.R.S. Employer
                                                   Identification No.)

     P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut  06904-1600
              (Address of principal executive offices)          (zip code)

If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1)
please check the following box.  / /

If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2) please check the following box. / /

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,                             New York Stock Exchange
par value $1.00 per share                 Chicago Stock Exchange

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

                                     None
                               (Title of Class)


     Reference is hereby made to the Form 8-A Registration Statement of
Xerox Corporation (the "Company") filed with the Securities and Exchange
Commission (the "Commission") on February 23, 1990, as amended by Amendment
No. 1 thereto on Form 8 filed with the Commission on March 8, 1990, as
amended and restated by Amendment Nos. 2, 3 and 4 thereto on Form 8-A filed
with the Commission on June 4, 1996, April 7, 1997 and January 26, 1999,
relating to the registration on the New York Stock Exchange ("NYSE") and
the Chicago Stock Exchange ("CSE") of the Company's Common Stock, par value
$1 per share ("Common Stock")(as so amended, the "Form 8-A"). The Form 8-A
is hereby incorporated by reference herein.  Capitalized terms used herein
without definition have the meanings given to such terms in the Form 8-A.

     Pursuant to the resolutions adopted by the Board of Directors of the
Company (the "Board") at a meeting held on February 7, 2000, the Company
entered into an Amendment No. 1, dated as of February 7, 2000 (the
"Amendment"), to the Rights Agreement (the "Rights Agreement"), dated as of
April 7, 1997, between the Company and BankBoston, N.A. (f/k/a The First
National Bank of Boston), as Rights Agent.  The Amendment eliminates the
restriction on the right of the Board to redeem the Rights pursuant to the
terms of the Rights Agreement for 120 days following a change in a majority
of the Board as a result of a proxy contest.

Item 1.  Description of Securities to be Registered.

     Item 1 of the Form 8-A is hereby amended by amending and restating the
provisions the heading "Voting rights and noncumulative voting" in its
entirety as follows:

     "Voting rights and noncumulative voting
     --------------------------------------

          Except as otherwise prescribed by law and except as
     provided below, each holder of Common Stock is entitled to
     one vote for each share held, and each holder of Series B
     Convertible Preferred Stock is entitled to such number of
     votes for each such share held as is equal to the aggregate
     number of votes of the shares of Common Stock into which
     each such share is convertible.  Accordingly, after giving
     effect to the 3-for-1 stock split in 1996 and the 2-for-1
     stock split in 1999 on the shares of Common Stock, each
     share of Series B Convertible Preferred Stock is entitled
     to six votes.  When voting as a class with the holders of
     other series of Cumulative Preferred Stock of the Company
     ("Cumulative Preferred Stock"), however, each share of
     Series B Convertible Preferred Stock is entitled to one
     vote.  Notwithstanding the foregoing, if six quarterly
     dividends on the Cumulative Preferred Stock of any series
     are in default (whether or not consecutive), the holders of
     any outstanding Cumulative Preferred Stock, including the
     Series B Convertible Preferred Stock, have the right to
     elect, voting as a class, two members of the Board of
     Directors of the Company, which right continues until such
     default is cured.  Certain mergers and consolidations,
     sales, leases and pledges of assets are restricted by the
     provisions relating to several of the Company's debt
     securities and credit agreements to which the Company is a
     party.  In addition, the separate vote or consent of the
     holders of any outstanding Cumulative Preferred Stock,
     including the Series B Convertible Preferred Stock, may be
     required to authorize certain corporate action.  Since the
     Common Stock does not have cumulative voting rights, if
     they choose to do so, the holders of more than 50% of the
     voting rights in respect of the Common Stock and Series B
     Convertible Preferred Stock can elect all of the Directors
     and the holders of the remaining shares cannot elect any
     Directors."

     Item 1 of the Form 8-A is hereby further amended by deleting the last
sentence of the fourth paragraph under the heading "Shareholder Rights
Plan" thereof.

     A copy of the Rights Agreement has been filed with the Commission as
Exhibit 4.10 to the Company's Current Report on Form 8-K dated April 7,
1997, a copy of the Rights Amendment has been filed as Exhibit 4(b) to
Amendment No. 2 to the Company's Form 8-A Registration Statement relating
to the Rights to Purchase Series A Cumulative Preferred Stock filed with the
Commission on February 8, 2000, and a copy of the Company's Restated
Certificate of Incorporation, as amended through May 21, 1999 is attached as
Exhibit 3(a) hereto.  Copies of the Rights Agreement, the Rights Amendment
and the Restated Certificate of Incorporation, as amended through May 21,
1999, will be available free of charge from the Company.  The summary
descriptions of the Rights and the voting rights of the Company's capital
stock do not purport to be complete and are qualified in their entirety by
references to the Rights Agreement, as amended by the Rights Amendment, and
the Company's Restated Certificate of Incorporation, as amended through May
21, 1999, each of which is incorporated herein by reference.

Item 2.  Exhibits.

Exhibit No.  Description
- -----------  ------------

(3)(a)       Restated Certificate of Incorporation of the Company filed by
             the Department of State of New York on October 29, 1996, as
             amended by Certificate of Amendment of the Certificate of
             Incorporation of the Company filed by the Department of State
             of New York on May 21, 1999.

(3)(b)       By-Laws of the Company, as amended through April 6, 1999
             (incorporated by reference to Exhibit 3(b) to the Company's
             Quarterly Report on Form 10-Q for the Quarter Ended September
             30, 1999).

(4)(a)       Form of Rights Agreement dated as of April 7, 1997, between
             the Company and BankBoston, N.A. (f/k/a The First National
             Bank of Boston), as Rights Agent, which includes as Exhibits A
             and B thereto the Form of Rights Certificate and the Summary
             of Rights to Purchase Preferred Stock, respectively
             (incorporated by reference to Exhibit 4.10 to the Company's
             Current Report on Form 8-K dated April 7, 1997).

(4)(b)       Form of Amendment No. 1, dated as of February 7, 2000, to the
             Rights Agreement dated as of April 7, 1997, between the
             Company and BankBoston, N.A. (f/k/a The First National Bank
             of Boston), as Rights Agent (incorporated by reference to
             Exhibit 4(b) to Amendment No. 2 to the Company's Form 8-A
             Registration Statement filed with the Commission on February
             8, 2000).

                                   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, thereunto duly authorized.

                                       XEROX CORPORATION (Registrant)

                                       By:   /s/  Martin S. Wagner
                                           --------------------------
                                           Name:  Martin S. Wagner
                                           Title: Assistant Secretary
Date: February 8, 2000

EX-99

                               EXHIBIT INDEX

Exhibit No.                     Description
- -----------                     ------------

(3)(a)       Restated Certificate of Incorporation of the Company filed by
             the Department of State of New York on October 29, 1996, as
             amended by Certificate of Amendment of the Certificate of
             Incorporation of the Company filed by the Department of State
             of New York on May 21, 1999.

(3)(b)       By-Laws of the Company, as amended through April 6, 1999
             (incorporated by reference to Exhibit 3(b) to the Company's
             Quarterly Report on Form 10-Q for the Quarter Ended September
             30, 1999).

(4)(a)       Form of Rights Agreement dated as of April 7, 1997, between
             the Company and BankBoston, N.A. (f/k/a The First National
             Bank of Boston), as Rights Agent, which includes as Exhibits A
             and B thereto the Form of Rights Certificate and the Summary
             of Rights to Purchase Preferred Stock, respectively
             (incorporated by reference to Exhibit 4.10 to the Company's
             Current Report on Form 8-K dated April 7, 1997).

(4)(b)       Form of Amendment No. 1, dated as of February 7, 2000, to the
             Rights Agreement dated as of April 7, 1997, between the
             Company and BankBoston, N.A. (f/k/a The First National Bank
             of Boston), as Rights Agent (incorporated by reference to
             Exhibit 4(b) to Amendment No. 2 to the Company's Form 8-A
             Registration Statement filed with the Commission on February
             8, 2000).

EX-3.A

                                                               EXHIBIT 3(a)

                           Certificate of Amendment
                                    of the
                         Certificate of Incorporation
                                      of
                              Xerox Corporation
               Under Section 805 of the Business Corporation Law


     The undersigned, Eunice M. Filter, Vice President of Xerox Corporation
(the "Corporation"), hereby certifies that:

     1.     The name of the Corporation is "XEROX CORPORATION".  The name
under which the Corporation was formed is "THE HALOID COMPANY".

     2.     The Certificate of Incorporation was filed by the Department of
State on April 18, 1906 under the name The Haloid Company.

     3.     The Certificate of Incorporation of the Corporation is hereby
being amended pursuant to Section 805 of the BCL to change the voting
rights of the Series B Convertible Preferred Stock of the Corporation to
provide that each such share shall be entitled to such number of votes per
share as is equal to the aggregate number of votes the shares of Common
Stock of the Corporation into which each such share is convertible are
entitled when voting with the holders of Common Stock and Class B Stock,
without distinction as to class, at any annual or special meeting of
shareholders.

     4.     Paragraph (d) of Subdivision 17 of Article FOURTH of the
Certificate of Incorporation of the Corporation is hereby amended to read
in its entirety as follows:

           "(d)  Except as prescribed by law and in addition to the rights
         provided for in subdivision 7 of Article FOURTH of the Certificate
         of lncorporation, each holder of Series B Preferred Stock shall
         be entitled to such number of votes for each share held as is
         equal to the aggregate number of votes of the Common Shares into
         which each share of Series B Preferred Stock is convertible
         pursuant to subsections (g), (h) and (i) of this subdivision 17
         (as from time to time adjusted as provided in subsection (i) of
         this subdivision 17) and shall be entitled to exercise such
         voting rights with the holders of Common Stock and Class B
         Stock, without distinction as to class, at any annual or special
         meeting of shareholders for the election of directors and on
         any other matter coming before such meeting.  For all other
         purposes under the Certificate of Incorporation, each holder of
         Series B Preferred Stock, when voting as a class with the
         holders of Cumulative Preferred Stock or with the holders of the
         shares of any series thereof, as the case may be, shall be
         entitled to one vote for each share thereof held."

     5.     The foregoing amendment of the Certificate of Incorporation of
the Corporation was authorized by the Board of Directors followed by a
majority vote of all outstanding shares entitled to vote thereon at a
meeting of shareholders of the Corporation duly called and held on May 20,
1999.

     IN WITNESS WHEREOF, the undersigned has signed this Certificate on the
date set forth.

Date: May 21, 1999                            /s/ Eunice M. Filter
                                            ----------------------------
                                            Name:     Eunice M. Filter
                                            Title:     Vice President





                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                               XEROX CORPORATION

                           UNDER SECTION 807 OF THE
                           BUSINESS CORPORATION LAW


     We, the undersigned, PAUL A. ALLAIRE and E. M. FILTER, being
respectively the Chairman of the Board and the Secretary of XEROX
CORPORATION, DO HEREBY CERTIFY that:

     1.     The name of the Corporation is "XEROX CORPORATION".  The name
under which it was formed is "THE HALOID COMPANY".

     2.     The Certificate of Incorporation was filed in the Office of the
Secretary of State of the State of New York on April 18, 1906.

     3.     This restatement of the Certificate of Incorporation was
authorized by a resolution adopted by the Board of Directors of the
Corporation at a meeting thereof duly called and held and includes a change
in the post office address for service of process authorized by the Board
of Directors of the Corporation at the same meeting.  The text of the
Certificate of Incorporation, as amended heretofore, is hereby restated to
read as herein set forth in full:

     FIRST:  The name of the Corporation is XEROX CORPORATION.

     SECOND:  The purposes for which it is formed are as follows:

          To engage in the invention, development, production, operation,
     sale or lease of devices, papers and other items, processes, and
     services, relating to the communications, photographic, printing and
     image reproduction arts;

          To engage in any commercial, mercantile, manufacturing, mining,
     industrial, importing, exporting or trading business, venture, activity
     or service or other business, venture, activity or service of a kind or
     type described in these purposes;

          To engage in scientific and technological research and pursuits of
     every lawful kind and description and to utilize, employ and exploit any
     and all knowledge resulting therefrom;

          To purchase, lease or otherwise acquire, own, hold, sell, mortgage,
     charge or otherwise dispose of, invest, trade and deal in and with real
     and personal property of every kind and description.

     THIRD:  The office of the Corporation is to be located in the City of
Rochester, Monroe County, New York.

     FOURTH:  The aggregate number of shares which the Corporation shall
have the authority to issue is 1,050,000,000 shares of Common Stock, of
the par value of $1.00 each (hereinafter referred to as "Common Stock"),
600,000 shares of Class B Stock of the par value of $1.00 each (hereinafter
referred to as "Class B Stock"), and 22,043,067 shares of Cumulative
Preferred Stock, of the par value of $1.00 each (hereinafter referred to as
"Cumulative Preferred Stock").

     The designations, preferences, privileges and voting powers of each
class of stock of the Corporation, and the restrictions and qualifications
thereof, shall be as follows:

     1.     The Cumulative Preferred Stock may be issued from time to time
as follows:

            (a)     The Cumulative Preferred Stock may be issued from
     time to time as shares of one or more series of Cumulative Preferred
     Stock and the Board of Directors is expressly authorized, prior to
     issuance, in the resolution or resolutions providing for the issue of
     shares in each particular series, to fix the following:

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

                    (ii)  the annual dividend rate for such series, and the
          date from which dividends on shares of such series shall be
          cumulative;

                    (iii) the redemption provisions and price or prices, if
          any, for such series, which may consist of a redemption price or
          scale of redemption prices applicable only to redemption for a
          sinking fund and the same or a different redemption price or scale
          of redemption prices applicable to any other redemption;

                    (iv)  the amount or amounts which shall be
          paid to the holders of the shares of such series in the event of
          voluntary or involuntary liquidation, dissolution or winding up of
          the Corporation (but not less than $1.00 in the case of involuntary
          liquidation);

                    (v)   the obligation, if any, of the Corporation to
          retire shares of such series pursuant to a sinking fund which shall
          be applied to the redemption of shares of such series;

                    (vi)  the terms and conditions (with or without
          limitations), if any, on which shares of such series shall be
          convertible into, or exchangeable for, shares of stock of any
          other class or classes, including the price or prices or at the
          rate or rates of conversion or exchange and the terms and
          conditions of adjustment thereof, if any; and

                    (vii) the voting rights, if any, in addition to those
          specified herein, and any other preferences, privileges and
          restrictions or qualifications of such series.

          (b)     All shares of Cumulative Preferred Stock,
     regardless of series, shall be of equal rank with each other and shall
     be identical with each other in all respects except as provided in or
     permitted by paragraph (a) of this subdivision 1 and except as
     provided in paragraph (b) of subdivision 6; and the shares of the
     Cumulative Preferred Stock of any one series shall be identical with
     each other in all respects except as to the dates from and after
     which dividends thereon shall be cumulative.

          (c)     In case the stated dividends and the amounts payable on
     liquidation are not paid in full, the shares of all series of the
     Cumulative Preferred Stock shall share ratably in the payment of
     dividends (including accumulations, if any) in accordance with the
     sums which would be payable on said shares if all dividends were
     declared and paid in full, and in any distribution of assets other
     than by way of dividends in accordance with the sums which would be
     payable on such distributions if all sums payable were discharged
     in full.

     2.     The holders of the Cumulative Preferred Stock of each series
shall be entitled to receive, when and as declared by the Board of
Directors, but only out of funds legally available for the payment of
dividends, cumulative cash dividends at the annual rate for such series
(as fixed by the Board of Directors in accordance with subdivision 1 in
respect of any series), and no more, payable quarter-yearly, on the first
day of January, April, July and October in each year, to shareholders of
record on the respective dates, not exceeding forty days preceding such
dividend payment dates, fixed for the purpose by the Board of Directors
in advance of payment of each particular dividend; provided that if
dividends on any shares of the Cumulative Preferred Stock shall be
cumulative from a date less than thirty days prior to the first quarter-
yearly dividend payment date in respect of such shares, the dividends
accrued on such shares to such date shall not be payable on such date but
shall be payable on the next following quarter-yearly dividend payment
date.  The holders of shares of the Cumulative Preferred Stock shall not
be entitled to receive any dividends thereon other than the dividends
referred to in this subdivision 2.

            As provided in paragraph (c) of subdivision 1, no dividend
shall be paid upon, or declared or set apart for, any share of Cumulative
Preferred Stock of any series for any quarter-yearly dividend period
(other than the first quarter-yearly dividend period for any shares if
the dividend on such shares for such period shall not then be payable
pursuant to the provisions of subdivision 2) unless at the same time a
like proportionate dividend for the same quarter-yearly dividend period,
ratably in proportion to the respective annual dividend rates fixed
therefor, shall be paid upon, or declared and set apart for, all shares
of Cumulative Preferred Stock of all series then issued and outstanding
and entitled to receive the dividend.

     3.     So long as any shares of the Cumulative Preferred Stock are
outstanding, no dividend whatever shall be paid or declared at any time,
and no distribution made, on any junior stock (other than in junior stock)
nor shall any shares of junior stock be purchased or otherwise acquired
for value or redeemed at any time by the Corporation or any subsidiary:

          (a)     unless all dividends on the Cumulative Preferred
     Stock of all series for all past quarter-yearly dividend periods
     (other than the first quarter-yearly dividend period for any shares
     if the dividend on such shares for such period shall not then be
     payable pursuant to the provisions of subdivision 2) shall have been
     paid and the full dividends thereon for the then current quarter-
     yearly dividend period shall have been paid or declared and a sum
     sufficient for the payment thereof set apart; and

          (b)     unless the Corporation shall have redeemed, retired or
     purchased all shares of each series of Cumulative Preferred Stock
     required to have been redeemed, retired or purchased at such time
     pursuant to the sinking fund fixed for such series by the Board of
     Directors in accordance with subdivision 1,

provided, however, that the foregoing restrictions in this subdivision 3
shall not apply to the acquisition of any junior stock solely in exchange
for, or solely out of the proceeds of sale of, any other junior stock.

          Subject to the foregoing provisions of this subdivision 3, and to
any further limitations prescribed by the Board of Directors in accordance
with subdivision 1, and not otherwise, such dividends (payable in cash,
stock or otherwise) as may be determined by the Board of Directors may be
declared and paid on any junior stock from time to time out of any funds
of the Corporation legally available therefor, and the Cumulative Preferred
Stock shall not be entitled to participate in any such dividends.

     4.     Subject to the provisions of subdivision 5, the Corporation at
its option (ex-pressed by resolution of the Board of Directors) or for the
purpose of any sinking fund therefor may (except as otherwise provided by
the Board of Directors in accordance with subdivision 1 in respect of any
series) redeem the outstanding shares of Cumulative Preferred Stock, or of
any one or more series thereof, at any time in whole, or from time to time
in part, upon notice duly given as hereinafter specified, at the applicable
redemption price or prices for such shares (as fixed in accordance with
subdivision 1 in respect of any series), including, in each case, an amount
equal to all accrued and unpaid dividends thereon to the date fixed for
redemption.

            Notice of every such redemption of Cumulative Preferred Stock of
any series (a) if all the shares of such series are held of record by not
more than ten holders, shall be given by mailing such notice not less than
30 nor more than 60 days prior to the date fixed for such redemption to
each holder of record of shares of such series so to be redeemed at his
address as the same shall appear on the books of the Corporation, or (b)
if all the shares of such series are held of record by more than ten
holders, shall be given by publication at least once in each of two
successive calendar weeks in a newspaper printed in the English language
and customarily published on each business day and of general circulation
in the Borough of Manhattan, The City of New York, the first publication to
be not less than 30 nor more than 60 days prior to the date fixed for such
redemption, and notice of such redemption shall also be mailed not less
than 30 nor more than 60 days prior to the date fixed for such redemption,
to each holder of record of shares of such series so to be redeemed at his
address as the same shall appear on the books of the Corporation; but, if
publication is required, no failure to mail any such notice nor any defect
therein or in the mailing thereof shall affect the validity of the
proceeding for the redemption of any shares to be redeemed.

            In case of redemption of a part only of the Cumulative Preferred
Stock of any series at the time outstanding, whether for the sinking fund
therefor or otherwise, the redemption may (subject to any provision made by
the Board of Directors in accordance with subdivision 1 in respect of any
series) be either pro rata or by lot, as determined by the Board of
Directors.  Subject to the foregoing, the Board of Directors shall have
full power and authority to prescribe the manner in which the drawings by
lot or the pro rata redemption shall be conducted and, subject to the
provisions contained in the Certificate of Incorporation or provided by the
Board of Directors in accordance with subdivision 1, the terms and
conditions upon which the Cumulative Preferred Stock shall be redeemed
from time to time.

            If any such notice of redemption shall have been duly given and
if, on or before the redemption date specified therein, all 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, so as to be and continue to
be available therefor, then, notwithstanding that any certificate for
shares so called for redemption shall not have been surrendered for
cancellation, all shares so called for redemption shall no longer be deemed
outstanding on and after such redemption date, and the right to receive
dividends thereon and all other rights with respect to such shares shall
forthwith on such redemption date cease and terminate, except only the
right of the holders thereof to receive the amount payable on redemption
thereof without interest, and the right to exercise, on or before the date
fixed for redemption, all privileges of conversion or exchange, if any,
not theretofore expired.

           If any such notice of redemption shall have been duly given or if
the Corporation shall have given to the bank or trust company hereinafter
referred to irrevocable written authorization promptly to give or complete
such notice, and if on or before the redemption date specified therein the
funds necessary for such redemption shall have been deposited by the
Corporation with a bank or trust company in good standing, designated in such
notice, organized under the laws of the United States of America or of the
State of New York, doing business in the Borough of Manhattan, The City of
New York, having a capital, surplus, and undivided profits aggregating at
least $5,000,000 according to its last published statement of condition, in
trust for the pro rata benefit of the holders of the shares so called for
redemption, then, notwithstanding that any certificate for shares so called
for redemption shall not have been surrendered for cancellation, from and
after the time of such deposit all shares so called for redemption shall no
longer be deemed to be outstanding and all rights with respect to such
shares shall forthwith cease and terminate, except only the right of the
holders thereof to receive from such bank or trust company at any time after
the time of such deposit the funds so deposited, without interest, and the
right to exercise, on or before the date fixed for redemption, all
privileges of conversion or exchange, if any, not theretofore expired.  Any
interest accrued on such funds shall be paid to the Corporation from time
to time.

            Any funds so set aside or deposited, as the case may be, and
unclaimed at the end of six years from such redemption date shall be
released or repaid to the Corporation, after which the holders of the
shares so called for redemption shall look only to the Corporation for
payment thereof; provided that any funds so deposited which shall not be
required for redemption because of the exercise of any privilege of
conversion or exchange subsequent to the date of deposit shall be repaid
to the Corporation forthwith.

            None of the shares of Cumulative Preferred Stock of any series
redeemed or retired pursuant to the sinking fund fixed for such series by
the Board of Directors in accordance with subdivision 1, shall be reissued
and all such shares shall, in the manner provided by law, be eliminated
from the authorized capital stock of the Corporation.  The Corporation
shall not be prohibited from reissuing any shares of Cumulative Preferred
Stock redeemed or retired (other than for the sinking fund therefor) or
converted into or exchanged for stock pursuant to the provisions fixed by
the Board of Directors in accordance with subdivision 1, and after such
redemption, retirement or conversion of the Corporation may, in the manner
provided by law, restore such shares to the status of authorized but
unissued shares of Cumulative Preferred Stock undesignated as to series.

     5.     If and so long as all dividends on the Cumulative Preferred
Stock of all series for all past quarter-yearly dividend periods (other
than the first quarter-yearly dividend period for any shares if the
dividend on such shares for such period shall not then be payable pursuant
to the provisions of subdivision 2) shall not have been paid and the full
dividends thereon for the then current quarter-yearly dividend period
shall not have been paid or declared and a sum sufficient for the payment
thereof set apart, the Corporation shall not redeem (for sinking fund or
otherwise) less than all of the Cumulative Preferred Stock at the time
outstanding, and neither the Corporation nor any subsidiary shall purchase
or otherwise acquire for value (for sinking fund or otherwise) any of the
Cumulative Preferred Stock at the time outstanding.

     6.     Unless the consent of the holders of a greater number of shares
shall then be required by law, the consent of the holders of at least two-
thirds of the shares of Cumulative Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or at any special or annual
meeting called for the purpose, at which the Cumulative Preferred Stock
shall vote separately as a class, shall be necessary to permit, effect or
validate any one or more of the following:

          (a)     The authorization of, or any increase in the authorized
     amount of, any class of stock ranking prior to the Cumulative Preferred
     Stock;

          (b)     The amendment, alteration or repeal of any of the
     provisions of the Certificate of Incorporation, or of the By-Laws of
     the Corporation which would affect adversely any right, preference,
     privilege or voting power of the Cumulative Preferred Stock or of the
     holders thereof; provided, however, that if any such amendment,
      alteration or repeal would affect adversely any right, preference,
     privilege or voting power of one or more, but not all, of the series
     of Cumulative Preferred Stock at the time outstanding, the consent of
     the holders of at least two-thirds of the outstanding shares of each
     such series so affected, similarly given, shall be required in lieu
     of (or if such consent is required by law, in addition to) the
     consent of the holders of two-thirds of the shares of the Cumulative
     Preferred Stock as a class; and

          (c)     The voluntary liquidation, dissolution or winding up of
     the Corporation, or the sale, lease or conveyance (other than by
     mortgage) of all or substantially all the property or business of the
     Corporation, or the consolidation or merger of the Corporation with
     or into any other corporation, except any such consolidation or
     merger wherein none of the rights, preferences, privileges or voting
     powers of any series of the Cumulative Preferred Stock or the holders
     thereof are adversely affected.

          No consent of the holders of the Cumulative Preferred Stock or
of any series thereof which would otherwise be required to permit, effect
or validate any action of the Corporation or a subsidiary pursuant to the
provisions of this subdivision 6 or pursuant to any provision fixed by the
Board of Directors in accordance with subdivision 1 shall be required if,
prior to or concurrently with such action, provision shall be made in
accordance with the provisions of the fourth paragraph of subdivision 4 for
the redemption of all outstanding shares of Cumulative Preferred Stock or
all outstanding shares of such series, as the case may be, and all funds
necessary for such redemption shall be deposited in trust in accordance
with the provisions of such paragraph.

     7.     Unless and until six quarter-yearly dividends on the Cumulative
Preferred Stock of any series shall be in default, in whole or in part, the
entire voting power, except as otherwise provided in the Certificate of
Incorporation or By-Laws, shall be vested exclusively in the Common Stock
in accordance with the provisions of, and except as otherwise expressly
provided in, the Certificate of Incorporation. If and whenever six full
quarter-yearly dividends (whether or not consecutive) payable on the
Cumulative Preferred Stock of any series shall be in arrears, in whole or
in part, the number of Directors then constituting the Board of Directors
shall be increased by two and the holders of the Cumulative Preferred
Stock, voting separately as a class, regardless of series, shall be
entitled to elect the two additional directors at any annual meeting of
shareholders or special meeting held in place thereof, or at a special
meeting of the holders of the Cumulative Preferred Stock called as
hereinafter provided.  Whenever all arrears in dividends on the Cumulative
Preferred Stock then outstanding shall have been paid and dividends thereon
for the current quarter-yearly dividend period shall have been paid or
declared and set apart for payment, then the right of the holders of the
Cumulative Preferred Stock to elect such additional two Directors shall
cease (but subject always to the same provisions for the vesting of such
voting rights in the case of any similar future arrearages in dividends),
and the terms of office of all persons elected as Directors by the holders
of the Cumulative Preferred Stock shall forthwith terminate and the number
of the Board of Directors shall be reduced accordingly.  At any time after
such voting power shall have been so vested in the Cumulative Preferred
Stock, the Secretary of the Corporation may, and upon the written request
of any holder of the Cumulative Preferred Stock (addressed to the Secretary
at the principal office of the Corporation) shall, call a special meeting
of the holders of the Cumulative Preferred Stock for the election of the
two Directors to be elected by them as herein provided, such call to be
made by notice similar to that provided in the By-Laws for a special
meeting of the shareholders or as required by law.  If any such special
meeting required to be called as above provided shall not be called by the
Secretary within twenty days after receipt of any such request, then any
holder of Cumulative Preferred Stock may call such meeting, upon the notice
above provided, and for that purpose shall have access to the stock books
of the Corporation.  The Directors elected at any such special meeting
shall hold office until the next annual meeting of the shareholders or
special meeting held in place thereof. In case any vacancy shall occur
among the Directors elected by the holders of the Cumulative Preferred
Stock, a successor shall be elected to serve until the next annual meeting
of the shareholders or special meeting held in place thereof by the then
remaining Director elected by the holders of the Cumulative Preferred
Stock or the successor of such remaining Director.

          In any case in which the holders of Cumulative Preferred Stock
or any series thereof shall be entitled to vote pursuant to the provisions
of the Certificate of Incorporation or pursuant to law, each holder of
Cumulative Preferred Stock or of such series, as the case may be, shall be
entitled to one vote for each share thereof held.

     8.     In the event of any liquidation, dissolution or winding up of
the Corporation, the holders of the Cumulative Preferred Stock of each
series shall be entitled to receive out of the assets of the Corporation,
before any distribution or payment shall be made to the holders of any
junior stock, (i) if such liquidation, dissolution or winding up shall be
involuntary, the amount fixed by the Board of Directors in accordance with
subdivision 1 but not less than $1.00, and (ii) if such liquidation,
dissolution or winding up shall be voluntary, the amount per share fixed
by the Board of Directors in accordance with the provisions of subdivision
1 in the case of any series of Cumulative Preferred Stock, in effect at the
time thereof, together with, in each case, all accrued and unpaid dividends
thereon to the date fixed for the payment of such distributive amounts; and
the holders of the junior stock shall be entitled, to the exclusion of the
holders of the Cumulative Preferred Stock of any and all series, to share
ratably in all the remaining assets of the Corporation in accordance with
their respective rights.  As provided in paragraph (c) of subdivision 1, if
upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the assets available for distribution shall be
insufficient to pay the holders of all outstanding shares of Cumulative
Preferred Stock the full amounts to which they respectively shall be
entitled, the holders of shares of Cumulative Preferred Stock of all series
shall share ratably in any distribution of assets in accordance with the
sums which would be payable on such distribution if all sums payable were
discharged in full.  Neither the consolidation or merger of the Corporation
with or into any other corporation, nor any sale, lease or conveyance of
all or any part of the property or business of the Corporation, shall be
deemed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this subdivision 8.

     9.     Except as otherwise expressly provided in the Certificate of
Incorporation and except as otherwise provided by law, voting rights upon
any and all matters shall be vested exclusively in the holders of the Common
Stock and the Class B Stock (each share of Common Stock and of Class B Stock
having one vote).

     10.     No holder of Common Stock, Cumulative Preferred Stock or Class
B Stock shall be entitled as such, as a matter of right, to subscribe for
or purchase any part of any new or additional issue of stock of any class
whatsoever, or of any obligations or other securities convertible into, or
exchangeable for, any stock of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration or
by way of dividend.

     11.     The holders of Common Stock and of Class B Stock shall possess
equal voting rights and rights as to dividends or distributions, and in the
event of any liquidation, dissolution or winding up of the Corporation. No
dividend, distribution, split-up, combination, reclassification, or other
change in the shares of Common Stock shall be made without the same being
made with respect to the Class B Stock.

     12.     For all purposes of the Certificate of Incorporation:

             The term "accrued and unpaid dividends" when used with
reference to any share of any series of the Cumulative Preferred Stock
shall mean an amount computed at the annual dividend rate for the shares
of such series from the date on which dividends on such share became
cumulative to and including the date to which such dividends are to be
accrued, less the aggregate amount of all dividends theretofore paid on
such share; but no interest shall be payable upon any arrearages.

             The term "Certificate of Incorporation" shall mean the
certificate of incorporation of the Corporation as amended and
supplemented by any certificate heretofore or hereafter filed pursuant
to law, including any certificate filed pursuant to law with respect to,
and providing for the issue of, any series of Cumulative Preferred Stock.

             The term "junior stock", when used with reference to the
Cumulative Preferred Stock, shall mean the Common Stock, the Class B
Stock and any other stock of the Corporation, now or hereafter authorized,
over which the Cumulative Preferred Stock has preference or priority
either in the payment of dividends or in the distribution of assets upon
any liquidation, dissolution or winding up of the Corporation.

             The term "sinking fund", as applied to any series of
preferred stock, shall mean any fund or requirement for the periodic
redemption, retirement or purchase of shares of such series.

             The term "stock ranking prior to the Cumulative Preferred
Stock" shall mean any stock of the Corporation, now or hereafter
authorized, which has preference over the Cumulative Preferred Stock
either in the payment of dividends or in any liquidation, dissolution or
winding up of the Corporation.

THE $5.45 CUMULATIVE PREFERRED STOCK

     13.     (a)     The distinctive serial designation of the initial
     series of Cumulative Preferred Stock is "$5.45 Cumulative Preferred
     Stock" (the "First Series"); and the aggregate number of shares which
     shall constitute such series is 8,875,000.

             (b)     The annual dividend rate for the First Series is
     $5.45 per share and the date from and after which dividends on each
     share of the First Series shall be cumulative is January 11, 1983.

             (c)     The redemption price for the First Series
     applicable to redemption for the mandatory and optional sinking fund
     established by paragraph (e) below shall be $50 per share and for
     the voluntary redemptions established by paragraph (f) below as
     follows for redemptions after the dates indicated:

                    April 1, 1988                    $52.725
                    April 1, 1989                    $52.180
                    April 1, 1990                    $51.635
                    April 1, 1991                    $51.090
                    April 1, 1992                    $50.545
                    April 1, 1993 and thereafter     $50.000

             (d)     In the event of any voluntary or involuntary
     liquidation, dissolution or winding up of the Corporation, the
     holders of the First Series shall be entitled to receive out of the
     assets of the Corporation, before any distribution or payment shall
     be made to the holders of any junior stock, the per share redemption
     price of $50 plus an amount equal to all accrued and unpaid dividends
     thereon to the date fixed for the payment of such distributive amount.

             (e)     As and for a Sinking Fund for the shares of the
     First Series, so long as any shares thereof are outstanding, the
     Corporation shall redeem, on January 1 in each of the years 1993
     through 2003, inclusive (hereinafter each called a "Sinking Fund
     Date"), commencing on January 1, 1993, a number of shares of the
     First Series equal to, on the Sinking Fund Dates in the years 1993
     through 2002, inclusive, 8.18% of the number of shares of the First
     Series outstanding on January 1, 1993, and, on the Sinking Fund Date
     in 2003, all shares of the First Series then remaining outstanding
     (the Corporation's obligation to redeem such number of shares on any
     Sinking Fund Date being hereinafter referred to as the "Sinking Fund
     Obligation" for such date).  If the Corporation shall fail to
     discharge its Sinking Fund Obligation on any Sinking Fund Date for
     any reason, such Sinking Fund Obligation to the extent not discharged
     shall become an additional Sinking Fund Obligation on each succeeding
     Sinking Fund Date until fully discharged, provided that all
     outstanding shares of the First Series shall be redeemed not later
     than January 1, 2003.  The obligation of the Corporation to redeem
     shares for the Sinking Fund as aforesaid may, at the election of the
     Corporation, be reduced and satisfied, in whole or in part, by the
     number of shares of the First Series theretofore purchased, redeemed
     or otherwise acquired by the Corporation otherwise than through the
     operation of the Sinking Fund and not theretofore made the basis for
     the reduction of a Sinking Fund Obligation.

             (f)     The Board of Directors of the Corporation at any
     time and from time to time after April 1, 1988 may redeem all, or any
     number less than all, of the outstanding shares of the First Series.

             (g)     The First Series is not convertible into, or
     exchangeable for, shares of stock of any other class.

THE SERIES A CUMULATIVE PREFERRED STOCK

     14.     (a)     The distinctive serial designation of the second
     series of Cumulative Preferred Stock is "Series A Cumulative Preferred
     Stock" (hereinafter called "Series A Preferred Stock").

     (b)     The number of shares constituting the Series A Preferred
     Stock is 1,500,000 shares.

     (c)     The quarterly dividend rate for the Series A Preferred
     Stock is an amount per share (rounded to the nearest cent) equal to
     the greater of (i) $10.00 or (ii) 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 noncash dividends or other
     distributions other than a dividend payable in shares of Common Stock
     or Class B Stock or a subdivision of the outstanding shares of Common
     Stock or Class B Stock (by reclassification or otherwise), declared on
     the Common Stock or Class B Stock of the Corporation since the
     immediately preceding quarterly dividend payment date, or, with
     respect to the first quarterly dividend payment date, since the first
     issuance of any share or fraction of a share of Series A Preferred
     Stock.  In the event the Corporation shall at any time after April
     16, 1987 declare or pay any dividend on Common Stock or Class B Stock
     payable in shares of Common Stock or Class B Stock, or effect a
     subdivision or combination or consolidation of the outstanding shares
     of Common Stock or Class B Stock (by reclassification or otherwise
     than by payment of a dividend in shares of Common Stock or Class B
     Stock) into a greater or lesser number of shares of Common Stock or
     Class B Stock, then in each such case the amount to which holders of
     Series A Preferred Stock were entitled immediately prior to such
     event under clause (ii) 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 or Class B Stock outstanding
     immediately after such event and the denominator of which is the
     number of shares of Common Stock or Class B Stock that were
     outstanding immediately prior to such event.

             The Corporation shall declare a dividend or distribution
     on the Series A Preferred Stock as provided in this paragraph (c)
     immediately after it declares a dividend or distribution on the Common
     Stock or Class B Stock; provided that, in the event no dividend or
     distribution shall have been declared on the Common Stock or Class B
     Stock during the period between any quarterly dividend payment date
     and the next subsequent quarterly dividend payment date, a dividend
     of $10.00 per share on the Series A Preferred Stock shall nevertheless
     be payable on such subsequent quarterly dividend payment date.

             Dividends shall begin to accrue and be cumulative on
     outstanding Series A Preferred Stock from the date of issue of such
     shares of Series A Preferred Stock.

          (d)     Except as prescribed by law and in addition to the
     rights provided for in Section 7 of Article FOURTH of the Certificate
     of Incorporation of the Corporation and in paragraph (i) of this
     Section 14, and subject to the provision for adjustment hereinafter
     set forth, the holders of the Series A Preferred Stock shall be
     entitled to one vote for each share held and shall be entitled to
     exercise such voting rights with the holders of Common Stock and
     Class B Stock, without distinction as to class, at any annual or
     special meeting of shareholders for the election of directors and
     on any other matter coming before such meeting.

          (e)     Any Series A 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 Cumulative Preferred Stock and may be reissued as part of
     a new series of Cumulative 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.

          (f)     (i)     Upon any voluntary or involuntary
          liquidation, dissolution or winding up of the Corporation, no
          distribution shall be made to the holders of junior stock
          unless, prior thereto, the holders of Series A Preferred Stock
          shall have received the greater of (i) $100.00 per share, plus
          an amount equal to accrued and unpaid dividends and
          distributions thereon, whether or not declared, to the date of
          such payment, or (ii) an amount per share which shall be
          determined by (A) dividing (1) the value of the assets of the
          Corporation available for distribution to shareholders, less
          the amount to be paid upon liquidation, dissolution, or winding
          up to the holders of all other series of stock ranking on a
          parity with the Series A Preferred Stock, by (2) the sum of the
          number of one-hundredths shares of Series A Preferred Stock
          outstanding as of the date of such event plus the number of
          shares of Common Stock and Class B Stock, as adjusted by
          multiplying such number of shares of Common Stock and Class B
          Stock outstanding as of the date of such event by the
          Adjustment Number (as defined below), and (B) multiplying the
          result obtained in clause (A) by 100, (the "Series A Preferred
          Stock Liquidation Preference").  Following the payment of the
          full amount of the Series A Preferred Stock Liquidation
          Preference, no additional distributions shall be made to the
          holders of shares of Series A Preferred Stock.  Following the
          payment of the full amount of the Series A Preferred Stock
          Liquidation Preference in respect of all outstanding shares
          of Series A Preferred Stock holders of Common Stock and Class
          B Stock shall receive their ratable and proportionate share of
          the remaining assets to be distributed, on a per share basis.

               (ii)    In the event, however, that there are not
          sufficient assets available to permit payment in full of the
          Series A Preferred Stock Liquidation Preference and the
          liquidation preferences of all other series of stock ranking
          on a parity upon liquidation, dissolution or winding up with
          the Series A Preferred Stock, then such remaining assets shall
          be distributed ratably to the holders of the Series A
          Preferred Stock and such other series of parity stock in
          proportion to the total amounts to which the holders of all
          such shares are entitled upon liquidation, dissolution or
          winding up.

               (iii)   The Adjustment Number as of the date of this
          Certificate of Amendment shall be one (1).  In the event the
          Corporation shall at any time after April 16, 1987 declare or
          pay any dividend on Common Stock payable in shares of Common
          Stock or Class B Stock, or effect a subdivision or combination
          or consolidation of the outstanding shares of Common Stock or
          Class B Stock (by reclassification or otherwise than by payment
          of a dividend in shares of Common Stock or Class B Stock) into
          a greater or lesser number of shares of Common Stock or Class B
          Stock, 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 and Class B
          Stock outstanding immediately prior to such event and the
          denominator of which is the number of shares of Common Stock
          and Class B Stock that were outstanding immediately after such
          event.

               (iv)    The merger or consolidation of the Corporation
          with or into any other corporation or the merger or
          consolidation of any other corporation with or into the
          Corporation, or the sale, transfer, exchange or conveyance by
          the Corporation of all or substantially all the assets of the
          Corporation, as an entirety, shall not be deemed to be a
          liquidation for purposes of paragraph (f) of this Section 14.

          (g)     In case the Corporation shall enter into any
     consolidation, merger, combination or other transaction in which the
     shares of Common Stock or Class B Stock are exchanged for or changed
     into other stock or securities, cash and/or any other property, then
     in any such case the Series A 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 or Class B Stock is changed or
     exchanged.  In the event the Corporation shall at any time after
     April 16, 1987 declare or pay any dividend on Common Stock or Class
     B Stock payable in shares of Common Stock or Class B Stock, or effect
     a subdivision or combination or consolidation of the outstanding
     shares of Common Stock or Class B Stock (by reclassification or
     otherwise than by payment of a dividend in shares of Common Stock
     or Class B Stock) into a greater or lesser number of shares of Common
     Stock or Class B Stock, then in each such case the amount set forth
     in the preceding sentence with respect to the exchange or change of
     Series A Preferred Stock shall be adjusted by multiplying such amount
     by a fraction the numerator of which is the number of shares of
     Common Stock and Class B Stock outstanding immediately after such
     event and the denominator of which is the number of shares of Common
     Stock and Class B Stock that were outstanding immediately prior to
     such event.

          (h)     The Series A Preferred Stock shall not be redeemable.

          (i)     Series A 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 liquidating distributions and to have the benefit of
     all other rights of holders of Series A Preferred Stock.

          (j)     The Series A Preferred Stock is not convertible into, or
     exchangeable for, shares of stock of any other class.

THE $4.125 TWENTY-YEAR SINKING FUND PREFERRED STOCK

     15.  (a)     The distinctive serial designation of the third
     series of Cumulative Preferred Stock is "$4.125 Twenty-Year Sinking
     Fund Preferred Stock" (hereinafter called "Twenty-Year Preferred
     Stock"); and the number of shares constituting the Twenty-Year
     Preferred Stock is 3,500,000 shares.

          (b)     The annual dividend rate for the Twenty-Year
     Preferred Stock is $4.125 per share. Dividends shall begin to accrue
     and be cumulative on outstanding Twenty-Year Preferred Stock from the
     date of original issue of such shares of Twenty-Year Preferred Stock.

          (c)     Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, the holders of the
     Twenty-Year Preferred Stock shall be entitled to receive out of the
     assets of the Corporation, before any distribution or payment shall
     be made to the holders of any junior stock, the per share liquidation
     price of $50 plus an amount equal to all accrued and unpaid dividends
     thereon to the date fixed for the payment of such distributive amount.

          (d)     The Board of Directors of the Corporation at any
     time and from time to time on or after April 1,1993 may redeem all,
     or any number less than all, of the outstanding shares of the Twenty-
     Year Preferred Stock.  The redemption price for the Twenty-Year
     Preferred Stock applicable to redemption for the voluntary
     redemptions shall be as follows for redemptions on or after the dates
     indicated:

          April 1, 1993     $54.125     April 1, 1998     $52.0625
          April 1, 1994     $53.7125    April 1, 1999     $51.65
          April 1, 1995     $53.30      April 1, 2000     $51.2375
          April 1, 1996     $52.8875    April 1, 2001     $50.825
          April 1, 1997     $52.475     April 1, 2002     $50.4125
          April 1, 2003 and thereafter     $50.00

          (e)     As and for a sinking fund for the shares of Twenty-
     Year Preferred Stock, so long as any shares thereof are outstanding,
     the Corporation shall redeem, on April 1 in each of the years 1994
     through 2008, inclusive (hereinafter each called a "Sinking Fund
     Date"), commencing on April 1, 1994, a number of shares of the Twenty-
     Year Preferred Stock equal to, on the Sinking Fund Dates in the years
     1994 through 2008, inclusive, 6-2/3% of the number of shares of the
     Twenty-Year Preferred Stock originally issued prior to April 1, 1993,
     and, on the Sinking Fund Date in 2008, all shares of the Twenty-Year
     Preferred Stock remaining outstanding (the Corporation's obligation to
     redeem such number of shares on any Sinking Fund Date being referred
     to as the "Sinking Fund Obligation" for such date). The Corporation
     shall have the option on any Sinking Fund Date to increase any sinking
     fund payment by an amount not exceeding 100% of such sinking fund
     payment. If the Corporation shall fail to discharge its Sinking Fund
     Obligation on any Sinking Fund Date for any reason, such Sinking Fund
     Obligation to the extent not discharged shall become an additional
     Sinking Fund Obligation on each succeeding Sinking Fund Date until
     fully discharged, provided that all outstanding shares of the Twenty-
     Year Preferred Stock shall be redeemed not later than April 1, 2008.
     The obligation of the Corporation to redeem shares for the Sinking
     Fund as aforesaid may, at the election of the Corporation, be reduced
     and satisfied, in whole or in part, by the number of shares of the
     Twenty-Year Preferred Stock theretofore purchased, redeemed or
     otherwise acquired by the Corporation otherwise than through the
     operation of the Sinking Fund and not theretofore made the basis for
     the reduction of a Sinking Fund Obligation.  The redemption price
     which shall be applicable for the purposes of this paragraph (e)
     shall be $50 per share.  No shares of Twenty-Year Preferred Stock
     shall be issued after March 31, 1993.

          (f)     The Twenty-Year Preferred Stock is not convertible
     into, or exchangeable for, shares of stock of any other class.

THE $3.6875 TEN-YEAR SINKING FUND PREFERRED STOCK

     16.  (a)     The distinctive serial designation of the fourth
     series of Cumulative Preferred Stock is "$3.6875 Ten-Year Sinking Fund
     Preferred Stock" (hereinafter called "Ten-Year Preferred Stock"); and
     the number of shares constituting the Ten-Year Preferred Stock is
     2,500,000 shares.

          (b)     The annual dividend rate for the Ten-Year Preferred
     Stock is $3.6875 per share. Dividends shall begin to accrue and be
     cumulative on outstanding Ten-Year Preferred Stock from the date of
     original issue of such shares of Ten-Year Preferred Stock.

          (c)     Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, the holders of the
     Ten-Year Preferred Stock shall be entitled to receive out of the
     assets of the Corporation, before any distribution or payment shall
     be made to the holders of any junior stock, the per share liquidation
     price of $50 plus an amount equal to all accrued and unpaid dividends
     thereon to the date fixed for the payment of such distributive amount.

          (d)     The Ten-Year Preferred Stock is not redeemable at
     the option of the Corporation, except pursuant to paragraph (e) of this
     Section 16.

          (e)     As and for a Sinking Fund for the shares of Ten-Year
     Preferred Stock, so long as any shares thereof are outstanding, the
     Corporation shall redeem, on April 1 in each of the years 1994 through
     1998, inclusive (hereinafter each called a "Sinking Fund Date"),
     commencing on April 1, 1994, a number of shares of the Ten-Year
     Preferred Stock equal to, on the Sinking Fund Dates in the years 1994
     through 1998, inclusive, 20% of the number of shares of the Ten-Year
     Preferred Stock originally issued prior to April 1, 1994 and, on the
     Sinking Fund Date in 1998, all shares of the Ten-Year Preferred Stock
     remaining outstanding (the Corporation's obligation to redeem such
     number of shares on any Sinking Fund Date being referred to as the
     "Sinking Fund Obligation" for such date). The Corporation shall have
     the option on any Sinking Fund Date to increase any sinking fund
     payment by an amount not exceeding 100% of such sinking fund
     payment.  If the Corporation shall fail to discharge its Sinking
     Fund Obligation on any Sinking Fund Date for any reason, such Sinking
     Fund Obligation to the extent not discharged shall become an
     additional Sinking Fund Obligation on each succeeding Sinking Fund
     Date until fully discharged, provided that all outstanding shares of
     the Ten-Year Preferred Stock shall be redeemed not later than April
     1, 1998.  The obligation of the Corporation to redeem shares for the
     Sinking Fund as aforesaid may, at the election of the Corporation,
     be reduced and satisfied, in whole or in part, by the number of
     shares of the Ten-Year Preferred Stock theretofore purchased,
     redeemed or otherwise acquired by the Corporation otherwise than
     through the operation of the Sinking Fund and not theretofore made
     the basis for the reduction of a Sinking Fund Obligation.  The
     redemption price which shall be applicable for the purposes of this
     paragraph (e) shall be $50 per share.  No shares of Ten-Year
     Preferred Stock shall be issued after March 31, 1994.

          (f)     The Ten-Year Preferred Stock is not convertible into,
     or exchangeable for, shares of stock of any other class.

THE SERIES B CONVERTIBLE PREFERRED STOCK

     17.     (a)     The distinctive serial designation of the fifth
     series of Cumulative Preferred Stock is "Series B Convertible
     Preferred Stock" (hereinafter called "Series B Preferred Stock"); and
     the number of shares constituting the Series B Preferred Stock is
     10,032,000 shares.  Each share of Series B Preferred Stock shall have
     a stated value of $78.25 per share.

          (b)     Shares of Series B Preferred Stock shall be issued
     only to the Trustee of the Employee Stock Ownership Plan of the
     Corporation, as amended from time to time, or any successor to such
     plan (the "Plan"). All references to the holder of Series B Preferred
     Stock shall mean the Trustee or any company with which or into which
     the Trustee may merge or any successor trustee under the trust
     agreement with respect to the Plan. In the event of any transfer of
     record ownership of Series B Preferred Stock to any person other than
     any successor trustee under the Plan, the shares of Series B
     Preferred Stock so transferred, upon such transfer and without any
     further action by the Corporation or the holder thereof, shall be
     automatically converted into shares of Common Stock on the terms
     provided for the conversion of shares of Series B Preferred Stock
     into shares of Common Stock pursuant to subsection (f) of this
     subdivision 17 and no such transferee shall have any of the voting
     powers, preferences and relative, participating, optional or special
     rights ascribed to the Series B Preferred Stock hereunder but, rather,
     only the powers and rights pertaining to the Common Stock into which
     such Series B Preferred Stock shall be so converted.  In the event of
     such a conversion, the transferee of the Series B Preferred Stock
     shall be treated for all purposes as the record holder of the Common
     Stock into which such Series B Preferred Stock has been automatically
     converted as of the date of such transfer. Certificates representing
     Series B Preferred Stock shall bear a legend to reflect the foregoing
     provisions.  Notwithstanding the foregoing provisions of this
     subsection, shares of Series B Preferred Stock (i) may be converted
     into shares of Common Stock as provided herein and the shares of
     Common Stock issued upon such conversion may be transferred by the
     holder thereof as permitted by law and (ii) shall be redeemable by
     the Corporation upon the terms and conditions provided by subsections
     (g), (h) and (i) of this subdivision 17.

          (c)     Subject to the provisions for adjustment hereinafter
     set forth, the annual dividend rate for the Series B Preferred Stock
     is $6.25 per share. Dividends on the Series B Preferred Stock shall
     begin to accrue and be cumulative on outstanding Series B Preferred
     Stock from the date of original issuance of such shares of Series B
     Preferred Stock. Series B Preferred Dividends shall accrue on a daily
     basis whether or not the Corporation shall have earnings or surplus
     at the time.

          (d)     Except as prescribed by law and in addition to the
     rights provided for in subdivision 7 of Article FOURTH of the
     Certificate of lncorporation, the holder of the Series B Preferred
     Stock shall be entitled to one vote for each share held and shall be
     entitled to exercise such voting rights with the holders of Common
     Stock and Class B Stock, without distinction as to class, at any
     annual or special meeting of shareholders for the election of
     directors and on any other matter coming before such meeting.

          (e)     Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, the holder of Series B
     Preferred Stock shall be entitled to receive out of assets of the
     Corporation, before any distribution shall be made to the holders of
     any junior stock the per share liquidation price of $78.25 plus an
     amount equal to all accrued and unpaid dividends thereon to the date
     fixed for payments of such distribution amount. Neither the merger or
     consolidation of the Corporation with or into any other corporation,
     nor the merger or consolidation of any other corporation with or into
     the Corporation, nor the sale, lease, exchange or other transfer of
     all or any portion of the assets of the Corporation, shall be deemed
     to be a dissolution, liquidation or winding up of the affairs of the
     Corporation for purposes of this subsection (e), but the holder of
     Series B Preferred Stock shall nevertheless be entitled in the event
     of any such merger or consolidation to the rights provided by
     subsection (h) hereof.

          (f)  (i)     A holder of shares of Series B Preferred
          Stock shall be entitled, at any time prior to the close of
          business on the date fixed for redemption of such shares
          pursuant to subsections (g), (h) and (i) of this subdivision 17,
          to cause any or all of such shares to be converted into shares
          of Common Stock, initially at a conversion price equal to
          $78.25 per share of Common Stock, with each share of Series B
          Preferred Stock being valued at $78.25 for such purpose, which
          price shall be adjusted as hereinafter provided (and, as so
          adjusted, is hereinafter sometimes referred to as the
          "Conversion Price").  The conversion rate initially shall be
          equivalent to one (1) share of Common Stock for each share of
          Series B Preferred Stock so converted, and shall be subject to
          adjustment as the Conversion Price is adjusted as hereinafter
          provided in subsection (i) of this subdivision 17.

               (ii)    Any holder of shares of Series B Preferred
          Stock desiring to convert such shares into shares of Common
          Stock shall surrender the certificate or certificates
          representing the shares of Series B Preferred Stock being
          converted, duly assigned or endorsed for transfer to the
          Corporation (or accompanied by duly executed stock powers
          relating thereto), and accompanied by written notice of
          conversion, at the principal executive office of the
          Corporation or the offices of the transfer agent for the Series
          B Preferred Stock or such office or offices in the continental
          United States of an agent for conversion as may from time to
          time be designated by notice to the holder of the Series B
          Preferred Stock by the Corporation or the transfer agent for
          the Series B Preferred Stock. Such notice of conversion shall
          specify (i) the number of shares of Series B Preferred Stock
          to be converted and the name or names in which such holder
          wishes the certificate or certificates for Common Stock and
          for any shares of Series B Preferred Stock not to be so
          converted to be issued and (ii) the address to which such
          holder wishes delivery to be made of such new certificates to
          be issued upon such conversion.

              (iii)   Upon surrender of a certificate representing a
          share or shares of Series B Preferred Stock for conversion, the
          Corporation shall issue and send by hand delivery or, at its
          option, by first class mail (postage prepaid) to the holder
          thereof or to such holder's designee, at the address designated
          by such holder, a certificate or certificates for the number of
          shares of Common Stock to which such holder shall be entitled
          upon conversion.  In the event that there shall have been
          surrendered a certificate or certificates representing Series B
          Preferred Stock, only part of which are to be converted, the
          Corporation shall issue and send to such holder or such holder's
          designee, in the manner set forth in the preceding sentence, a
          new certificate or certificates representing the number of
          shares of Series B Preferred Stock which shall not have been
          converted.

              (iv)    The issuance by the Corporation of shares of
          Common Stock upon a conversion of shares of Series B Preferred
          Stock into shares of Common Stock made at the option of the
          holder thereof shall be effective as of the earlier of (1) the
          delivery to such holder or such holder's designee of the
          certificates representing the shares of Common Stock issued upon
          conversion thereof or (2) the commencement of business on the
          second Business Day after the proper surrender of the certificate
          or certificates for the Series B Preferred Stock to be converted,
          as provided in subsection (f)(iii) above.  On and after the
          effective date of conversion, the person or persons entitled to
          receive the Common Stock issuable upon such conversion shall be
          treated for all purposes as the record holder or holders of such
          shares of Common Stock, but no allowance or adjustment shall be
          made in respect of dividends payable to holders of record of
          Common Stock in respect of any period prior to such effective
          date.  The Corporation shall not be obligated to pay any
          dividends which shall have been declared prior to the effective
          date of conversion and shall be payable to holders of shares of
          Series B Preferred Stock subsequent to the effective date of
          conversion of such shares.

              (v)     The Corporation shall not be obligated to
          deliver to holders of Series B Preferred Stock any fractional
          share of Common Stock issuable upon any conversion of such
          Series B Preferred Stock, but in lieu thereof may make a cash
          payment in respect thereof in any manner permitted by law.

              (vi)    The Corporation shall at all times reserve and
          keep available out of its authorized and unissued Common Stock,
          solely for issuance upon the conversion of Series B Preferred
          Stock as herein provided such number of shares of Common Stock
          as shall from time to time be issuable upon the conversion of
          all the Series B Preferred Stock then outstanding.  Nothing
          contained herein shall preclude the Corporation from issuing
          shares of Common Stock held in its treasury upon the conversion
          of shares of Series B Preferred Stock into Common Stock pursuant
          to the terms hereof.

          (g)  (i)     The Board of Directors of the Corporation at
          any time and from time to time on or after July 10, 1994 may
          redeem all, or any number less than all, of the outstanding
          shares of the Series B Preferred Stock.  The redemption price
          per share for the Series B Preferred Stock applicable for
          redemptions on or after the dates indicated below shall be as
          follows, plus accrued and unpaid dividends to the date fixed
          for redemption:

               July 10, 1994                    81.375
               July 10, 1995                    80.750
               July 10, 1996                    80.125
               July 10, 1997                    79.500
               July 10, 1998                    78.875
               July 10, 1999 and thereafter     78.250

          Payment of the redemption price shall be made by the
          Corporation in cash or shares of Common Stock, or a combination
          thereof, as permitted by subsection (v) of subsection (g) of
          this subdivision 17.

               (ii)     In the event of a change in any statute, rule
          or regulation of the United States of America or any
          administrative or judicial interpretation thereof which (1) has
          the effect of limiting or making unavailable to the Corporation
          all or any of the tax deductions for amounts paid (including
          dividends) on the Series B Preferred Stock when such amounts are
          used as provided under Section 404(k)(2) of the Internal Revenue
          Code of 1986, as amended, (other than for purposes of
          determining alternative minimum tax) and in effect on the date
          shares of Series B Preferred Stock are initially issued, or (2)
          relates to any aspect or qualification of the Plan which
          increases by 20% or more the Corporation's cost of maintaining
          the Plan, the Corporation may, in its sole discretion and
          notwithstanding anything to the contrary in this subsection (g),
          elect to redeem any or all of such Series B Preferred Stock at
          a redemption price per share equal to the higher of (1) $78.25
          and (2) the Fair Market Value (as defined in subparagraph (vii)
          of subsection (i) hereof) of the shares of Common Stock which
          would be issuable upon the conversion of the shares of Series B
          Preferred Stock being redeemed, plus in each case, accrued and
          unpaid dividends to the date fixed for redemption.  The
          Corporation shall have the right to elect to redeem shares of
          Series B Preferred Stock pursuant to this subparagraph (ii) at
          any time prior to the last day of the sixth month following the
          latest of: (1) the date of the enactment of any such statute,
          rule, regulation or judicial or administrative interpretation,
          (2) the effective date of any such statute, rule, regulation or
          judicial or administrative interpretation, or (3) in the case
          of any judicial or administrative proceeding in which the
          Corporation contests in good faith the applicability of any
          such statute, rule, regulation or interpretation to the
          Corporation, the date of the final determination of
          applicability.

               (iii)      In the event that shares of Series B
          Preferred Stock are held by the trustee under an employee
          benefit plan intended to qualify as an employee stock ownership
          plan within the meaning of Section 4975 of the Internal Revenue
          Code of 1986, as amended, and such plan does not so qualify,
          the Corporation may, in its sole discretion and notwithstanding
          anything to the contrary in subsection (g), elect to redeem any
          or all of such shares of Series B Preferred Stock at a
          redemption price per share equal to the higher of (1) $78.25
          and (2) the Fair Market Value (as defined in subparagraph (vii)
          of subsection (i) hereof) of the shares of Common Stock which
          would be issuable upon the conversion of the shares of Series
          B Preferred Stock being redeemed, plus in each case, accrued
          and unpaid dividends to the date fixed for redemption.

               (v)     The Corporation may make payment of the
          redemption price upon any redemption hereunder required upon
          redemption of Series B Preferred Stock in cash or in a
          combination of one share of Common Stock for each share of
          Series B Preferred Stock redeemed and cash, any such shares of
          Common Stock to be valued for such purposes at their Fair
          Market Value (as defined in subparagraph (vii) of subsection
          (i) hereof).

               (vi)     Notwithstanding anything to the contrary in
          this subsection (g), at any time and from time to time upon
          notice to the Corporation given not less than five (5) Business
          Days prior to the date fixed by the holder in such notice for
          such redemption, upon certification by such holder to the
          Corporation that such redemption is necessary for such holder to
          provide for distributions required to be made to participants
          under, or to satisfy an investment election provided to
          participants in accordance with, the Plan, shares of Series B
          Preferred Stock shall be redeemed by the Corporation at a
          redemption price per share equal to the higher of (1) $78.25 and
          (2) the Fair Market Value (as defined in subparagraph (viii) of
          subsection (1) hereof) of the shares of Common Stock which would
          be issuable upon conversion of the shares of Series B Preferred
          Stock being redeemed, plus in each case, accrued and unpaid
          dividends to the date fixed for redemption.

               (vii)     In the event that the Plan is terminated in
          accordance with its terms, and notwithstanding anything to the
          contrary in this subsection (g), any or all shares of Series B
          Preferred Stock may be redeemed by the Corporation, as soon
          thereafter as practicable, at a redemption price equal to the
          greater of: (1) the Fair Market Value (as defined in subparagraph
          (vii) of subsection (i) hereof) of the shares of Common Stock
          which would be issuable upon conversion of the shares of Series B
          Preferred Stock being redeemed or (2) the following redemption
          prices per share, plus in each case, accrued and unpaid dividends
          to the date fixed for redemption:

                    During the Twelve-Month
                    Period Beginning July 10     Price Per Share
                    ------------------------     ---------------

                    1989                         $84.500
                    1990                          83.875
                    1991                          83.250
                    1992                          82.625
                    1993                          82.000
                    1994                          81.375
                    1995                          80.750
                    1996                          80.125
                    1997                          79.500
                    1998                          78.875
                    1999 and thereafter           78.250

          (h)     (i)     In the event the Corporation shall enter
          into any agreement providing for any consolidation or merger or
          similar business combination described in subparagraph (iii) of
          this subsection (h), then the Corporation shall as soon as
          practicable thereafter (and in any event at least ten (10)
          Business Days before consummation of such transaction) give
          notice of such agreement and the material terms thereof to each
          holder of shares of Series B Preferred Stock and each such
          holder shall have the right to elect, by written notice to the
          Corporation, to receive, upon consummation of such transaction
          (if and when such transaction is consummated), from the
          Corporation or the successor of the Corporation, in redemption
          and retirement of such Series B Preferred Stock, a cash payment
          per share equal to the following amount per share, plus accrued
          and unpaid dividends to the date fixed for redemption:

                    During the Twelve-Month
                    Period Beginning July 10     Price Per Share
                    ------------------------     ---------------

                    1989                         $84.500
                    1990                          83.875
                    1991                          83.250
                    1992                          82.625
                    1993                          82.000
                    1994                          81.375
                    1995                          80.750
                    1996                          80.125
                    1997                          79.500
                    1998                          78.875
                    1999 and thereafter           78.250

          No such notice of redemption shall be effective unless given to
          the Corporation prior to the close of business on the second
          Business Day prior to consummation of such transaction, unless
          the Corporation or the successor of the Corporation shall waive
          such prior notice, but any notice of redemption so given prior
          to such time may be withdrawn by notice of withdrawal given to
          the Corporation prior to the close of business on the second
          Business Day prior to consummation of such transaction.

               (ii)     In the event that the Corporation shall
          consummate any consolidation or merger or similar business
          combination, pursuant to which the outstanding shares of Common
          Stock are by operation of law exchanged solely for or changed,
          reclassified or converted solely into stock of any successor or
          resulting corporation (including the Corporation) that
          constitutes "qualifying employer securities" with respect to a
          holder of Series B Preferred Stock within the meaning of Section
          409(1) of the Internal Revenue Code of 1986, as amended, and
          Section 407(d)(5) of the Employee Retirement Income Security Act
          of 1974, as amended, or any successor provisions of law, and, if
          applicable, for a cash payment in lieu of fractional shares, if
          any, the shares of Series B Preferred Stock of such holder
          shall, in connection with such consolidation, merger or similar
          business combination, be assumed by and shall become preferred
          stock of such successor or resulting corporation, having in
          respect of such corporation, insofar as possible, the same
          powers, preferences and relative, participating, optional or
          other special rights (including the redemption rights provided
          by subsections (f), (g) and (h) hereof), and the qualifications,
          limitations or restrictions thereon, that the Series B Preferred
          Stock had immediately prior to such transaction, except that
          after such transaction each share of Series B Preferred Stock
          shall be convertible, otherwise on the terms and conditions
          provided by subsection (f) hereof, into the number and kind of
          qualifying employer securities so receivable by a holder of the
          number of shares of Common Stock into which such Series B
          Preferred Stock could have been converted immediately prior to
          such transaction; provided, however, that, at the election of
          the Trustee in lieu of the Series B Preferred Stock becoming
          preferred stock of such successor or resulting corporation, if
          by virtue of the structure of such transaction, a holder of
          Common Stock is required to make an election with respect to
          the nature and kind of consideration to be received in such
          transaction, which election cannot practicably be made by the
          holder of the Series B Preferred Stock, then the shares of
          Series B Preferred Stock shall, by virtue of such transaction
          and on the same terms as apply to the holders of Common Stock,
          be converted into or exchanged for the aggregate amount of
          stock, securities, cash or other property (payable in kind)
          receivable by a holder of the number of shares of Common Stock
          into which such Series B Preferred Stock could have been
          converted immediately prior to such transaction if such holder
          of Common Stock failed to exercise any rights of election to
          receive any kind or amount of stock, securities, cash or other
          property (other than such qualifying employer securities and a
          cash payment, if applicable, in lieu of fractional shares)
          receivable upon such transaction (provided that, if the kind or
          amount of qualifying employer securities receivable upon such
          transaction is not the same for each non-electing share, then
          the kind and amount so receivable upon such transaction for each
          share of Series B Preferred Stock shall be the kind and amount
          so receivable per share by the plurality of the non-electing
          shares).  The rights of the Series B Preferred Stock as
          preferred stock of such successor or resulting corporation shall
          successively be subject to adjustments pursuant to subsection
          (i) hereof after any such transaction as nearly equivalent as
          practicable to the adjustment provided for by such section prior
          to such transaction.  The Corporation shall not consummate any
          such merger, consolidation or similar transaction unless all
          then outstanding Series B Preferred Stock shall be assumed and
          authorized by the successor or resulting corporation as
          aforesaid.

               (iii)     In the event that the Corporation shall
          consummate any consolidation or merger or similar business
          combination, pursuant to which the outstanding shares of Common
          Stock are by operation of law exchanged for or changed,
          reclassified or converted into other stock or securities or cash
          or any other property, or any combination thereof, other than
          any such consideration which is constituted solely of qualifying
          employer securities (as referred to in subparagraph (ii) of this
          subsection (h)) and cash payments, if applicable, in lieu of
          fractional shares, outstanding shares of Series B Preferred
          Stock shall, without any action on the part of the Corporation
          or any holder thereof (but subject to subparagraph (i) of this
          subsection (h)) be automatically converted by virtue of such
          merger, consolidation or similar transaction into the number of
          shares of Common Stock into which such Series B Preferred Stock
          could have been converted immediately prior to such consummation
          so that each share of Series B Preferred Stock shall, by virtue
          of such transaction and on the same terms as apply to the
          holders of Common Stock, be converted into or exchanged for the
          aggregate amount of stock, securities, cash or other property
          (payable in like kind) receivable by a holder of the number of
          shares of Common Stock into which such Series B Preferred Stock
          could have been converted immediately prior to such
          transaction; provided, however, that if by virtue of the
          structure of such transaction, a holder of Common Stock is
          required to make an election with respect to the nature and
          kind of consideration to be received in such transaction, which
          election cannot practicably be made by the holder of the Series
          B Preferred Stock, then the Series B Preferred Stock shall, by
          virtue of such transaction and on the same terms as apply to
          the holders of Common Stock, be converted into or exchanged for
          the aggregate amount of stock, securities, cash or other
          property (payable in kind) receivable by a holder of the number
          of shares of Common Stock into which such shares of Series B
          Preferred Stock could have been converted immediately prior to
          such transaction if such holder of Common Stock failed to
          exercise any rights of election as to the kind or amount of
          stock, securities, cash or other property receivable upon such
          transaction (provided that, if the kind or amount of stock,
          securities, cash or other property receivable upon such
          transaction is not the same for each non-electing share, then
          the kind and amount of stock, securities, cash or other property
          receivable upon such transaction for each non-electing share of
          Series B Preferred Stock shall be the kind and amount so
          receivable per share by a plurality of the non-electing shares).

          (i)     (i)     In the event the Corporation shall, at any time
          or from time to time while any shares of Series B Preferred
          Stock are outstanding, (i) pay a dividend or make a distribution
          in respect of the Common Stock in shares of Common Stock, (ii)
          subdivide the outstanding shares of Common Stock, or (iii)
          combine the outstanding shares of Common Stock into a smaller
          number of shares, in each case whether by reclassification of
          shares, recapitalization of the Corporation (including a
          recapitalization effected by a merger or consolidation to which
          subsection (h) hereof does not apply) or otherwise, subject to
          subparagraphs (v) and (vi) of this subsection (i), the
          Conversion Price in effect immediately prior to such action
          shall be adjusted by multiplying such Conversion Price by a
          fraction, the numerator of which is the number of shares of
          Common Stock outstanding immediately before such event, and the
          denominator of which is the number of shares of Common Stock
          outstanding immediately after such event. An adjustment made
          pursuant to this subparagraph shall be given effect, upon
          payment of such a dividend or distribution, as of the record
          date for the determination of shareholders entitled to receive
          such dividend or distribution (on a retroactive basis) and in
          the case of a subdivision or combination shall become effective
          immediately as of the effective date thereof.

               (ii)     In the event that the Corporation shall, at
          any time or from time to time while any of the shares of Series
          B Preferred Stock are outstanding, issue to holders of shares of
          Common Stock as a dividend or distribution, including by way of
          a reclassification of shares or a recapitalization of the
          Corporation, any right or warrant to purchase shares of Common
          Stock (but not including as such a right or warrant any security
          convertible into or exchangeable for shares of Common Stock or
          any right or warrant, if any are issued to the holder of shares
          of Series B Preferred Stock as though converted into such Common
          Stock) at a purchase price per share less than the Fair Market
          Value (as defined in subparagraph (vii) of subsection (i)
          hereof) of a share of Common Stock on the date of issuance of
          such right or warrant, then, subject to the provisions of
          subparagraphs (v) and (vi) of this subsection (i), the
          Conversion Price shall be adjusted by multiplying such
          Conversion Price by a fraction, the numerator of which shall be
          the number of shares of Common Stock outstanding immediately
          before such issuance of rights or warrants plus the number of
          shares of Common Stock which could be purchased at the Fair
          Market Value (as defined in subparagraph (vii) of subsection
          (i) hereof) of a share of Common Stock at the time of such
          issuance for the maximum aggregate consideration payable upon
          exercise in full of all such rights or warrants, and the
          denominator of which shall be the number of shares of Common
          Stock outstanding immediately before such issuance of rights
          or warrants plus the maximum number of shares of Common Stock
          that could be acquired upon exercise in full of all such
          rights and warrants.

               (iii)     In the event the Corporation shall, at any
          time or from time to time while any shares of Series B Preferred
          Stock are outstanding, issue, sell or exchange shares of Common
          Stock (other than pursuant to any right or warrant to purchase
          or acquire shares of Common Stock (including as such a right or
          warrant any security convertible into or exchangeable for shares
          of Common Stock) and other than pursuant to any employee or
          director incentive or benefit plan or arrangement, including any
          employment, severance or consulting agreement, of the
          Corporation or any subsidiary of the Corporation heretofore or
          hereafter adopted) for a consideration having a Fair Market
          Value (as defined in subparagraph (vii) of subsection (i)
          hereof), on the date of such issuance, sale or exchange, less
          than the Fair Market Value (as defined in subparagraph (vii) of
          subsection (i) hereof) of such shares of Common Stock on the
          date of issuance, sale or exchange, then, subject to the
          provisions of subparagraphs (v) and (vi) of this subsection
          (i), the Conversion Price shall be adjusted by multiplying such
          Conversion Price by the fraction the numerator of which shall
          be the sum of (1) the Fair Market Value (as defined in
          subparagraph (vii) of subsection (i) hereof) of all the shares
          of Common Stock outstanding on the day immediately preceding
          the first public announcement of such issuance, sale or exchange
          plus (2) the Fair Market Value (as defined in subparagraph (vii)
          of subsection (i) hereof) of the consideration received by the
          Corporation in respect of such issuance, sale or exchange of
          shares of Common Stock, and the denominator of which shall be
          the product of (a) the Fair Market Value (as defined in
          subparagraph (vii) of subsection (i) hereof) of a share of
          Common Stock on the day immediately preceding the first public
          announcement of such issuance, sale or exchange multiplied by
          (b) the sum of the number of shares of Common Stock outstanding
          on such day plus the number of shares of Common Stock so issued,
          sold or exchanged by the Corporation. In the event the
          Corporation shall, at any time or from time to time while any
          shares of Series B Preferred Stock are outstanding, issue, sell
          or exchange any right or warrant to purchase or acquire shares
          of Common Stock (including as such a right or warrant any
          security convertible into or exchangeable for shares of Common
          Stock), other than any such issuance to holders of shares of
          Common Stock as a dividend or distribution (including by way of
          a reclassification of shares or a recapitalization of the
          Corporation) and other than pursuant to any employee or director
          incentive or benefit plan or arrangement (including any
          employment, severance or consulting agreement) of the
          Corporation or any subsidiary of the Corporation heretofore or
          hereafter adopted, for a consideration having a Fair Market
          Value (as defined in subparagraph (vii) of subsection (i)
          hereof), on the date of such issuance, sale or exchange, less
          than the Non-Dilutive Amount (as hereinafter defined), then,
          subject to the provisions of subparagraphs (v) and (vi) of this
          subsection (i), the Conversion Price shall be adjusted by
          multiplying such Conversion Price by a fraction the numerator
          of which shall be the sum of (I) the Fair Market Value (as
          defined in subparagraph (vii) of subsection (i) hereof) of all
          the shares of Common Stock outstanding on the day immediately
          preceding the first public announcement of such issuance, sale
          or exchange plus (II) the Fair Market Value (as defined in
          subparagraph (vii) of subsection (i) hereof) of the
          consideration received by the Corporation in respect of such
          issuance, sale or exchange of such right or warrant plus (III)
          the Fair Market Value (as defined in subparagraph (vii) of
          subsection (i) hereof) at the time of such issuance of the
          consideration which the Corporation would receive upon exercise
          in full of all such rights or warrants, and the denominator of
          which shall be the product of (i) the Fair Market Value (as
          defined in subparagraph (vii) of subsection (i) hereof) of a
          share of Common Stock on the day immediately preceding the
          first public announcement of such issuance, sale or exchange
          multiplied by (ii) the sum of the number of shares of Common
          Stock outstanding on such day plus the maximum number of shares
          of Common Stock which could be acquired pursuant to such right
          or warrant at the time of the issuance, sale or exchange of
          such right or warrant (assuming shares of Common Stock could
          be acquired pursuant to such right or warrant at such time).

               (iv)     (A)     In the event the Corporation shall,
               at any time or from time to time while any shares of
               Series B Preferred Stock are outstanding, make an
               Extraordinary Distribution (as hereinafter defined) in
               respect of the Common Stock, whether by dividend,
               distribution, reclassification of shares or
               recapitalization of the Corporation (including a
               recapitalization or reclassification effected by a merger
               or consolidation to which subsection (h) hereof does not
               apply), the Conversion Price in effect immediately prior
               to such Extraordinary Distribution shall, subject to
               subparagraphs (v) and (vi) of this subsection (i), be
               adjusted by multiplying such Conversion Price by a
               fraction the numerator of which is the difference between
               (1) the product of (x) the number of shares of Common
               Stock outstanding immediately before such Extraordinary
               Distribution multiplied by (y) the Fair Market Value (as
               defined in subparagraph (vii) of subsection (i) hereof) of
               a share of Common Stock on the day before the exdividend
               date with respect to an Extraordinary Distribution which
               is paid in cash and on the distribution date with respect
               to an Extraordinary Distribution which is paid other than
               in cash, and (2) the Fair Market Value of the
               Extraordinary Distribution (as defined in subparagraph
               (vii) of subsection (i) hereof) minus the aggregate
               amount of regularly scheduled quarterly dividends
               declared by the Board of Directors of the Corporation and
               paid by the Corporation in the twelve months immediately
               preceding such Extraordinary Distribution, and the
               denominator of which shall be the product of (a) the
               number of shares of Common Stock outstanding immediately
               before such Extraordinary Dividend multiplied by (b) the
               Fair Market Value (as defined in subparagraph (vii) of
               subsection (i) hereof) a share of Common Stock on the
               day before the ex-dividend date with respect to an
               Extraordinary Distribution which is paid in cash and on
               the distribution date with respect to an Extraordinary
               Distribution which is paid other than in cash.  The
               Corporation shall send each holder of Series B Preferred
               Stock notice of its intent to make any such dividend or
               distribution in each case at the same time as, or as
               soon as practicable after, such offer is first
               communicated to holders of Common Stock.  Such notice
               shall indicate the intended record date and the amount
               and nature of such dividend or distribution, as well as
               the Conversion Price and the number of shares of Common
               Stock into which a share of Series B Preferred Stock may
               be converted at such time.

                    (B)     In the event the Corporation shall, at
               any time or from time to time while any shares of Series
               B Preferred Stock are outstanding, effect a Pro Rata
               Repurchase (as hereinafter defined) of Common Stock, the
               Conversion Price in effect immediately prior to such Pro
               Rata Repurchase shall, subject to subparagraphs (v) and
               (vi) of this subsection (i), be adjusted by multiplying
               such Conversion Price by a fraction, the numerator of
               which is the difference between (1) the product of (x)
               the number of shares of Common Stock outstanding
               immediately before such Pro Rata Repurchase multiplied
               by (y) the Fair Market Value (as defined in subparagraph
               (vii) of subsection (i) hereof) of a share of Common
               Stock on the applicable expiration date (including all
               extensions thereof) of any tender offer which is a Pro
               Rata Repurchase, or on the date of purchase with respect
               to any Pro Rata Repurchase which is not a tender offer,
               as the case may be, and (2) the aggregate purchase price
               of the Pro Rata Repurchase, and the denominator of which
               shall be the product of (a) the number of shares of
               Common Stock outstanding immediately before such Pro
               Rata Repurchase minus the number of shares of Common
               Stock repurchased by the Corporation multiplied by (b)
               the Fair Market Value (as defined in subparagraph (vii)
               of subsection (i) hereof) of a share of Common Stock on
               the applicable expiration date (including all extensions
               thereof) of any tender offer which is a Pro Rata
               Repurchase or on the date of purchase with respect to
               any Pro Rata Repurchase which is not a tender offer.
               The Corporation shall send each holder of Series B
               Preferred Stock notice of any offer by the Corporation
               to make a Pro Rata Repurchase at the same time as, or as
               soon as practicable after, such offer is first
               communicated to holders of Common Stock. Such notice shall
               indicate the number of shares subject to such offer for a
               Pro Rata Repurchase and the purchase price payable by the
               Corporation pursuant to such offer, as well as the
               Conversion Price and the number of Shares of Common Stock
               into which a share of Series B Preferred Stock may be
               converted at such time.

               (v)     Notwithstanding any other provisions of this
          subsection (i), the Corporation shall not be required to make
          any adjustment to the Conversion Price unless such adjustment
          would require an increase or decrease of at least one percent
          (1%) in the Conversion Price.  Any lesser adjustment shall be
          carried forward and shall be made no later than the time of, and
          together with, the next subsequent adjustment which, together
          with any adjustment or adjustments so carried forward, shall
          amount to an increase or decrease of at least one percent (1%)
          in the Conversion Price.

               (vi)     If the Corporation shall make any dividend or
          distribution on the Common Stock or issue any Common Stock,
          other capital stock or other security of the Corporation or any
          rights or warrants to purchase or acquire any such security,
          which transaction does not result in an adjustment to the
          Conversion Price pursuant to the foregoing provisions of this
          subsection (i), the Board of Directors of the Corporation shall
          consider whether such action is of such a nature that an
          adjustment to the Conversion Price should equitably be made in
          respect of such transaction.  If in such case the Board of
          Directors of the Corporation determines that an adjustment to
          the Conversion Price should be made, an adjustment shall be
          made effective as of such date, as determined by the Board of
          Directors of the Corporation, which adjustment shall in no event
          adversely effect the powers, preferences and special rights of
          the Series B Preferred Stock as set forth herein.  The
          determination of the Board of Directors of the Corporation as to
          whether an adjustment to the Conversion Price should be made
          pursuant to the foregoing provisions of this subparagraph (vi),
          and, if so, as to what adjustment should be made and when, shall
          be final and binding on the Corporation and all shareholders of
          the Corporation.  The Corporation shall be entitled to make such
          additional adjustments in the Conversion Price, in addition to
          those required by the foregoing provisions of this subsection
          (i), as shall be necessary in order that any dividend or
          distribution in shares of capital stock of the Corporation,
          subdivision, reclassification or combination of shares of stock
          of the Corporation or any recapitalization of the Corporation
          shall not be taxable to the holders of the Common Stock.

               (vii)     For purposes of this subdivision 17, the
          following definitions shall apply:

               "Adjustment Period" shall mean the period of five (5)
          consecutive trading days ending on the day immediately preceding
          the date on which the Fair Market Value or Current Market Price
          of a Security is to be determined.

               "Business Day" shall mean each day that is not a
          Saturday, Sunday or a day on which state or federally chartered
          banking institutions in New York, New York are not required to
          be open.

               "Current Market Price" of publicly traded shares of
          Common Stock or any other class of capital stock or other
          security of the Corporation or any other issuer for any day
          shall mean (i) for purposes of subsections (f) and (g) hereof,
          the mean between the highest and lowest reported sales price on
          such day and (ii) for all other purposes hereof, the last
          reported sales price, regular way, or, in the event that no sale
          takes place on such day, the average of the reported closing bid
          and asked prices, regular way, in either case as reported on the
          New York Stock Exchange Composite Tape or, if such security is
          not listed or admitted to trading on the New York Stock
          Exchange, on the principal national securities exchange on which
          such security is listed or admitted to trading or, if not listed
          or admitted to trading on any national securities exchange, on
          the NASDAQ National Market System or, if such security is not
          quoted on such National Market System, the average of the
          closing bid and asked prices on each such day in the over-the-
          counter market as reported by NASDAQ or, if bid and asked prices
          for such security on each such day shall not have been reported
          through NASDAQ, the average of the bid and asked prices for such
          day as furnished by any New York Stock Exchange member firm
          regularly making a market in such security selected for such
          purpose by the Board of Directors of the Corporation or a
          committee thereof, in each case, on each trading day during the
          Adjustment Period.

               "Extraordinary Distribution" shall mean any dividend
          or other distribution to holders of Common Stock (effected while
          any shares of Series B Preferred Stock are outstanding) (i) of
          cash, where the aggregate amount of such cash dividend or
          distribution together with the amount of all cash dividends and
          distributions made during the preceding period of 12 months,
          when combined with the aggregate amount of all Pro Rata
          Repurchases (for this purpose, including only that portion of
          the aggregate purchase price of such Pro Rata Repurchase which
          is in excess of the Fair Market Value of the Common Stock
          repurchased as determined on the applicable expiration date
          (including all extensions thereof) of any tender offer or
          exchange offer which is a Pro Rata Repurchase, or the date of
          purchase with respect to any other Pro Rata Repurchase which is
          not a tender offer or exchange offer made during such period),
          exceeds twelve percent (12%) of the aggregate Fair Market Value
          of all shares of Common Stock outstanding on the day before the
          ex-dividend date with respect to such Extraordinary Distribution
          which is paid in cash and on the distribution date with respect
          to an Extraordinary Distribution which is paid other than in
          cash, and/or (ii) of any shares of capital stock of the
          Corporation (other than shares of Common Stock), other
          securities of the Corporation (other than securities of the
          type referred to in subparagraph (ii) or (iii) of this
          subsection (i), evidences of indebtedness of the Corporation or
          any other person or any other property (including shares of any
          subsidiary of the Corporation) or any combination thereof. The
          Fair Market Value of an Extraordinary Distribution for purposes
          of subparagraph (iv) of this subsection (i) shall be equal to
          the sum of the Fair Market Value of the dividend or other
          distribution to holders referred to in (i) and (ii) above, plus
          the amount of any cash dividends which are not Extraordinary
          Distributions made during such 12-month period and not
          previously included in the calculation of an adjustment pursuant
          to subparagraph (iv) of this subsection (i).

               "Fair Market Value" shall mean, as to shares of Common
          Stock or any other class of capital stock or securities of the
          Corporation or any other issuer which are publicly traded, (i)
          for purposes of subsections (f) and (g) hereof, the Current
          Market Price on the date as of which the Fair Market Value is to
          be determined, and (ii) for all other purposes hereof, the
          average of the Current Market Prices of such shares or
          securities for each day of the Adjustment Period.  The "Fair
          Market Value" of any security which is not publicly traded or of
          any other property shall mean the fair value thereof as
          determined by an independent investment banking or appraisal
          firm experienced in the valuation of such securities or property
          selected in good faith by the Board of Directors of the
          Corporation or a committee thereof, or, if no such investment
          banking or appraisal firm is in the good faith judgment of the
          Board of Directors or such committee available to make such
          determination, as determined in good faith by the Board of
          Directors of the Corporation or such committee.

               "Non-Dilutive Amount" in respect of an issuance, sale
          or exchange by the Corporation of any right or warrant to
          purchase or acquire shares of Common Stock (including any
          security convertible into or exchangeable for shares of Common
          Stock) shall mean the difference between (i) the product of the
          Fair Market Value of a share of Common Stock on the day
          preceding the first public announcement of such issuance, sale
          or exchange multiplied by the maximum number of shares of Common
          Stock which could be acquired on such date upon the exercise in
          full of such rights and warrants (including upon the conversion
          or exchange of all such convertible or exchangeable securities),
          whether or not exercisable (or convertible or exchangeable) at
          such date, and (ii) the aggregate amount payable pursuant to
          such right or warrant to purchase or acquire such maximum number
          of shares of Common Stock; provided, however, that in no event
          shall the Non-Dilutive Amount be less than zero.  For purposes
          of the foregoing sentence, in the case of a security convertible
          into or exchangeable for shares of Common Stock, the amount
          payable pursuant to a right or warrant to purchase or acquire
          shares of Common Stock shall be the Fair Market Value of such
          security on the date of the issuance, sale or exchange of such
          security by the Corporation.

               "Pro Rata Repurchase" shall mean any purchase of
          shares of Common Stock by the Corporation or any subsidiary
          thereof, whether for cash, shares of capital stock of the
          Corporation, other securities of the Corporation, evidences of
          indebtedness of the Corporation or any other person or any other
          property (including shares of a subsidiary of the Corporation),
          or any combination thereof, effected while any shares of Series
          B Preferred Stock are outstanding, pursuant to any tender offer
          or exchange offer subject to Section 13(e) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), or any
          successor provision of law, or pursuant to any other offer
          available to substantially all holders of Common Stock;
          provided, however, that no purchase of shares by the Corporation
          or any subsidiary thereof made (1) pursuant to the "Dutch
          auction" self-tender offer announced by the Corporation on July
          10, 1989 or (2) in open market transactions shall be deemed a
          Pro Rata Repurchase. For purposes of this subparagraph (vii)
          shares shall be deemed to have been purchased by the Corporation
          or any subsidiary thereof "in open market transactions" if they
          have been purchased substantially in accordance with the
          requirements of Rule 10b-18 as in effect under the Exchange Act,
          on the date shares of Series B Preferred Stock are initially
          issued by the Corporation or on such other terms and conditions
          as the Board of Directors of the Corporation or a committee
          thereof shall have determined are reasonably designed to prevent
          such purchases from having a material effect on the trading
          market for the Common Stock.

               (viii)     Whenever an adjustment to the Conversion Price
          and the related voting rights of the Series B Preferred Stock is
          required, the Corporation shall forthwith place on file with the
          transfer agent for the Common Stock and the Series B Preferred
          Stock, and with the Secretary of the Corporation, a statement
          signed by two officers of the Corporation stating the adjusted
          Conversion Price determined as provided herein and the resulting
          conversion ratio, and the voting rights (as appropriately
          adjusted), of the Series B Preferred Stock. Such statement shall
          set forth in reasonable detail such facts as shall be necessary
          to show the reason and the manner of computing such adjustment,
          including any determination of Fair Market Value involved in such
          computation.  Promptly after each adjustment to the Conversion
          Price of the Series B Preferred Stock, the Corporation
          shall mail a notice thereof and of the then prevailing conversion
          ratio to each holder of Series B Preferred Stock.

               (ix)     In the event that, at any time as a result of an
          adjustment made pursuant to subsection (i) of this subdivision 17,
          the holder of any shares of Series B Preferred Stock upon
          thereafter surrendering such shares for conversion, shall become
          entitled to receive any shares or other securities of the
          Corporation other than shares of Common Stock, the Conversion
          Price in respect of such other shares or securities so receivable
          upon conversion of Series B Preferred Stock shall thereafter be
          adjusted, and shall be subject to further adjustment from time to
          time, in a manner and on terms as nearly equivalent as practicable
          to the provisions with respect to Common Stock contained in
          subsection (i) hereof, and the provisions of subsections (a)
          through (h) of this subdivision 17 with respect to the Common
          Stock shall apply on like or similar terms to any such other shares
          or securities.

     FIFTH:  The Secretary of State of the State of New York is hereby
designated as the agent of the Corporation upon whom process in any action
or proceeding against it may be served.  The post office address to which
the Secretary of State shall mail a copy of any process against it served
on him is:

                              XEROX CORPORATION
                              800 Long Ridge Road
                              P.O. Box 1600
                              Stamford, CT 06904-1600
                              Attention:  General Counsel

     SIXTH:     Its duration is to be perpetual.

     SEVENTH:  The number of directors shall be not less than five (5)
nor more than twenty-one (21) as determined in the manner prescribed by
the By-Laws.

     EIGHTH: The Corporation may purchase, acquire, hold and dispose of the
stocks, bonds and other evidences of indebtedness of any corporation,
domestic or foreign, and may issue in exchange therefor, its stock, bonds
or other obligations.

     NINTH:  A person who is or was a director of the Corporation shall not
be personally liable to the Corporation or its shareholders for damages for
any breach of duty in such capacity, except to the extent that the Business
Corporation Law of the State of New York as in effect from time to time
expressly provides that the foregoing provisions shall not eliminate or
limit such personal liability.  Nothing in this Article shall directly or
indirectly increase the liability of any such person based upon acts or
omissions occurring before the adoption hereof. No amendment, modification
or repeal of this Article shall adversely affect any right or protection of
any director that exists at the time of such change.

     IN WITNESS WHEREOF, this Certificate has been signed on the 17th day of
October, 1996 and the statements contained therein are affirmed as true under
penalties of perjury.

                                          /s/   Paul Allaire
                                          -------------------------
                                          Paul A. Allaire
                                          Chairman of the Board

                                          /s/   Eunice M. Filter
                                          --------------------------
                                          E. M. Filter
                                          Secretary