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                      RESTATED CERTIFICATE OF INCORPORATION

                                        OF

                       THE BANK OF NEW YORK COMPANY, INC.

                Under Section 807 of the Business Corporation Law



     The undersigned, being Chairman of the Board and Assistant Secretary of
The Bank of New York Company, Inc., a New York Corporation, hereby certify
that:


     1.  The name of the Corporation is The Bank of New York Company, Inc.,
and the name under which it was formed was The B.N.Y. Company, Inc.

     2.  The certificate of incorporation of the Corporation was filed by
the Department of State on July 9, 1968.

     3.  The text of the certificate of incorporation of the Corporation is
hereby restated to change the post office address to which the Secretary of
State shall mail a copy of any process against the Corporation served upon
him and to restate the text of the certificate of incorporation, as amended
by an amendment to the certificate of incorporation filed July 11, 1996 and
an amendment to the certificate of incorporation filed July 23, 1998 each of
which increased the number of shares of Common Stock which the corporation
is authorized to issue.  As so changed and restated, the certificate of
incorporation of the Corporation will read as follows:


     FIRST:  The name of the Corporation is The Bank of New York Company, Inc.

     SECOND: The purposes for which the Corporation is formed are:

          1.  To engage in and carry on the business of a bank holding
company.

          2.  To acquire, hold, create interests in, or dispose of real or
personal property, tangible or intangible, of any kind in any manner.

     THIRD:  The office of the Corporation in the State of New York is located
in the City and County of New York.

     FOURTH: The aggregate number of shares which the Corporation shall have
the authority to issue is one billion six hundred and ten million
(1,610,000,000) of which one billion six hundred million (1,600,000,000)

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shares (par value $7.50 per share) shall be designated as Common Stock; five
million (5,000,000) shares, without par value, shall be designated as
Preferred Stock; and five million (5,000,000) shares (par value $2.00 per
share) shall be designated as Class A Preferred Stock.

     The rights, preferences and limitations of said classes of stock are as
follows:


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

          (a) The distinctive serial designation of such series which shall
distinguish it from other series;

          (b) The number of shares included in such series, which number may
be increased or decreased from time to time unless otherwise provided by the
Board of Directors in creating the series;

          (c) The annual dividend rate (or method of determining such rate)
for shares of such series and the date or dates upon which such dividends
shall be payable;

          (d) Whether dividends on the shares of such series shall be
cumulative, and, in the case of shares of any series having cumulative
dividend rights, the date or dates or method of determining the date or
dates from which dividends on the shares of such series shall be cumulative;

          (e) The amount or amounts which shall be paid out of the assets
of the Corporation to the holders of the shares of such series upon voluntary
or involuntary liquidation, dissolution or winding up of the Corporation;

          (f) The price or prices at which, the period or periods within which
and the terms and conditions upon which the shares of such series may be
redeemed, in whole or in part, at the option of the Corporation;

          (g) The obligation, if any, of the Corporation to purchase or redeem
shares of such series pursuant to a sinking fund or otherwise and the price or
prices at which, the period or periods within which and the terms and
conditions upon which the shares of such series shall be redeemed, in whole
or in part, pursuant to such obligation;

          (h) The period or periods within which and the terms and conditions,
if any, including the price or prices or the rate or rates of conversion and

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the terms and conditions of any adjustments thereof, upon which the shares of
such series shall be convertible at the option of the holder into shares of
any class of stock or into shares of any other series of Preferred Stock,
except into shares of a class having rights or preferences as to dividends or
distribution of assets upon liquidation which are prior or superior in rank
to those of the shares being converted;

          (i) The voting rights, if any, of the shares of such series in
addition to those required by law, including the number of votes per share;
and

          (j) Any other relative rights, preferences or limitations of the
shares of the series not inconsistent herewith or with applicable law.

           2. All shares of Preferred Stock (a) shall rank senior to the
Common Stock in respect of the right to receive dividends and the right to
receive payments out of the assets of the Corporation upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, (b)
shall be of equal rank, regardless of series, and (c) shall be identical in
all respects except as provided in paragraph 1 above.  The shares of any one
series of the Preferred Stock shall be identical with each other in all
respects except as to the dates from and after which dividends thereon shall
be cumulative.  In case the stated dividends or the amounts payable on
liquidation are not paid in full, the shares of all series of the 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 distribution if all sums payable were
discharged in full.  All shares of Preferred Stock redeemed, purchased or
otherwise acquired by the Corporation (including shares surrendered for
conversion) shall be cancelled and thereupon restored to the status of
authorized but unissued shares of Preferred Stock undesignated as to series.

          3. Shares of the Class A Preferred Stock may be issued from time to
time by the Board of Directors as shares of one or more series of Class A
Preferred Stock, and the Board of Directors is expressly authorized, prior to
issuance, in the resolution or resolutions providing for the issue of shares
of each particular series, to fix the following:

          (a)  The distinctive serial designation of such series which shall
distinguish it from other series;

          (b)  The number of shares included in such series, which number may
be increased or decreased from time to time unless otherwise provided by the
Board of Directors in creating the series;

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          (c)  The annual dividend rate (or method of determining such rate)
for shares of such series and the date or dates upon which such dividends
shall be payable;

          (d)  Whether dividends on the shares of such series shall be
cumulative, and, in the case of shares of any series having cumulative
dividend rights, the date or dates or method of determining the date or dates
from which dividends on the shares of such series shall be cumulative;

          (e)  The amount or amounts which shall be paid out of the assets
of the Corporation to the holders of the shares of such series upon voluntary
or involuntary liquidation, dissolution or winding up of the Corporation;

          (f)  The price or prices at which, the period or periods within
which and the terms and conditions upon which the shares of such series may
be redeemed, in whole or in part, at the option of the Corporation;

          (g)  The obligation, if any, of the Corporation to purchase or
redeem shares of such series pursuant to a sinking fund or otherwise and the
price or prices at which, the period or periods within which and the terms
and conditions upon which the shares of such series shall be redeemed, in
whole or in part, pursuant to such obligation;

          (h)  The period or periods within which and the terms and
conditions, if any, including the price or prices or the rate or rates of
conversion and the terms and conditions of any adjustments thereof, upon
which the shares of such series shall be convertible at the option of the
holder into shares of any class of stock or into shares of any other series
of Class A Preferred Stock, except into shares of a class having rights or
preferences as to dividends or distribution of assets upon liquidation which
are prior or superior in rank to those of the shares being converted;

          (i)  The voting rights, if any, of the shares of such series in
addition to those required by law, including the number of votes per share;
and

          (j)  Any other relative rights, preferences or limitations of the
shares of the series not inconsistent herewith or with applicable law.

          4.  All shares of Class A Preferred Stock (a) shall rank senior to
the Common Stock in respect of the right to receive dividends and the right
to receive payments out of the assets of the Corporation upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
(b) shall regardless of series be of equal rank with the Preferred Stock, and
(c) shall be identical in all respects except as provided in paragraph 3

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above.  The shares of any one series of the Class A Preferred Stock shall be
identical with each other in all respects except as to the dates from and
after which dividends thereon shall be cumulative.  In case the stated
dividends or the amounts payable on liquidation are not paid in full, the
shares of all series of the Class A Preferred Stock shall share ratably with
all other shares of Class A Preferred Stock and all shares of Preferred Stock
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
distribution if all sums payable were discharged in full.  All shares of Class
A Preferred Stock redeemed, purchased or otherwise acquired by the Corporation
(including shares surrendered for conversion) shall be cancelled and thereupon
restored to the status of authorized but unissued shares of Class A Preferred
Stock undesignated as to series.

          5.  Except as otherwise provided by the Board of Directors in
accordance with paragraph 1 or 3 above in respect of any series of the
Preferred Stock or the Class A Preferred Stock, and except as otherwise
required by law, all voting rights of the Corporation shall be vested
exclusively in the holders of the shares of Common Stock who shall be
entitled to one vote per share.

          I. Terms of Series of Preferred Stock

     (a)  Participating Preferred Stock


          (i)  Designation.  The designation of the series of Preferred Stock
created by this resolution shall be "Participating Preferred Stock," without
par value (hereinafter called this "Series"), and the number of shares
constituting this Series is Three Hundred Fifty Thousand (350,000).  Shares of
this Series shall have a stated value of $200,000 per share.  The number of
authorized shares of this Series may be reduced by further resolution duly
adopted by the Board of Directors of the Corporation and by the filing of a
certificate pursuant to the provisions of the Business Corporation Law of the
State of New York stating that such reduction has been so authorized, but the
number of authorized shares of this Series shall not be increased.

          (ii)  Dividends.  (A) Dividends on each share or fraction of a share
of this Series shall be payable, when and as declared by the Board of
Directors or by a committee of said Board of Directors duly authorized by said
Board of Directors to declare such dividends, on each date that dividends
(other than dividends payable in capital stock of the Corporation) are payable
on capital stock comprising part of the Reference Package (as defined in
paragraph (B) of this Section (ii)), in an amount per whole share of this
Series equal to the aggregate amount of dividends (other than dividends
payable in capital stock of the Corporation) that would be payable on such

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date to a holder of the Reference Package.  Each such dividend shall be paid
to the holders of record of shares of this Series as they appear on the stock
register of the Corporation on such record date, not exceeding 50 days
preceding the payment date thereof, as shall be fixed by the Board of
Directors of the Corporation or by a committee of said Board of Directors
duly authorized to fix such date. Dividends on account of arrears for any past
dividend payment dates may be declared and paid at any time, without reference
to any regular dividend payment date, to holders of record on such date, not
exceeding 45 days preceding the payment date thereof, as may be fixed by the
Board of Directors of the Corporation or by a committee of said Board of
Directors duly authorized to fix such date.  Dividends on each share of this
Series or fraction of such share shall be cumulative from the date such share
or fraction of a share is originally issued; provided that any such share or
fraction originally issued after a dividend record date and on or prior to the
dividend payment date to which such record date relates shall not be entitled
to receive the dividend payable on such dividend payment date or any amount in
respect of the period from such original issuance to such dividend payment
date.  For purposes of this paragraph (A), any redemption, purchase or other
acquisition of any capital stock for any consideration by the Corporation pro
rata or by lot from the holders thereof shall be deemed to be a dividend on
such capital stock.

          (B)  The term "Reference Package" shall initially mean 1,000 shares
of Common Stock, par value $7.50 per share ("Common Stock"), of the
Corporation.  In the event the Corporation shall at any time after the
Separation Date (as defined in the Rights Agreement, dated as of December 10,
1985 and amended as of June 13, 1989, April 30, 1993 and March 8, 1994 (as so
amended and as such may be further amended from time to time, the "Rights
Agreement"), between the Corporation and The Bank of New York, as Rights
Agent) (1) declare or pay a dividend on any capital stock comprising part of
the Reference Package payable in capital stock, (2) subdivide any capital
stock comprising part of the Reference Package, (3) combine any capital stock
comprising part of the Reference Package into a smaller number of shares or
(4) issue in a reclassification, merger or consolidation any shares of capital
stock in respect of or in lieu of any existing capital stock comprising part
of the Reference Package, then and in each such case the Reference Package
after such event shall be the capital stock that a holder of the Reference
Package immediately prior to such event would hold thereafter as a result
thereof.

          (C)  No full dividends shall be declared or paid or set apart for
payment on the Preferred Stock of any series ranking, as to dividends, on a
parity with or junior to this Series for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for such payment on
this Series for all dividend payment periods terminating on or prior to the

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date of payment of such full cumulative dividends.  When dividends are not
paid in full, as aforesaid, upon the shares of this Series and any other
Preferred Stock ranking on a parity as to dividends with this Series, all
dividends declared upon shares of this Series and any other Preferred Stock
ranking on a parity as to dividends with this Series shall be declared pro
rata so that the amount of dividends declared per share on this Series and
such other Preferred Stock shall in all cases bear to each other the same
ratio that accumulated dividends per share on the shares of this Series and
such other Preferred Stock bear to each other.  Holders of shares of this
Series shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of full cumulative dividends, as herein provided
on this Series.  No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on this Series which
may be in arrears.

          (D)  So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this Series as to dividends and upon liquidation) shall be declared
or paid or set aside for payment or other distribution declared or made upon
the Common Stock or upon any other stock ranking junior to or on a parity with
this Series as to dividends or upon liquidation, nor shall any Common Stock
nor any other stock of the Corporation ranking junior to or on a parity with
this Series as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such
stock) by the Corporation (except by conversion into or exchange for stock of
the Corporation ranking junior to this Series as to dividends and upon
liquidation) unless, in each case, the full cumulative dividends (including
the dividend to be due upon payment of such dividend, distribution,
redemption, purchase or other acquisition) on all outstanding shares of this
Series shall have been, or shall contemporaneously be, paid.

          (iii)  Redemption.  (A)  The shares of this Series shall be
redeemable at the option of the Corporation, as a whole or in part, at any
time or from time to time after the date which is two years following the
Separation Date referred to in paragraph (B) of Section (ii), at a redemption
price equal to the liquidation value per share of this Series at such time,
calculated pursuant to paragraph (A) of Section (vi).

          (B)  In the event that fewer than all the outstanding shares of
this Series are to be redeemed, the number of shares to be redeemed and the
method for selection of those shares shall be as determined by the Board of
Directors.

          (C)  In the event the Corporation shall redeem shares of this
Series, notice of such redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the redemption

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date, to each holder of record of the shares to be redeemed, at such holder's
address as the same appears on the stock register of the Corporation.  Each
such notice shall state:  (1) the redemption date; (2) the number of shares
of this Series to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder; (3) the redemption price; (4) the place or places where certificates
for such shares are to be surrendered for payment of the redemption price; and
(5) that dividends on the shares to be redeemed will cease to accrue on such
redemption date.

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

          (E)  Any shares of this Series which shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until
such shares are once more designated as part of a particular series by the
Board of Directors.

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

          (iv)  Conversion or Exchange.  The holders of shares of this Series
shall not have any rights herein to convert such shares into or exchange such
shares for shares of any other class or classes or of any other series of any
class or classes of capital stock of the Corporation.

          (v)  Voting.   The shares of this Series shall not have any voting
powers either general or special, except that

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          (A)  Unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the consent of the holders of at
least a majority of all of the shares of this Series at the time outstanding,
given in person or by proxy, either in writing or by a vote at a meeting
called for the purpose at which the holders of shares of this Series shall
vote together as a separate class, shall be necessary for authorizing,
effecting or validating the amendment, alteration or repeal of any of the
provisions of the Certificate of Incorporation or of any certificate
amendatory thereof or supplemental thereto (including any Certificate of
Amendment or any similar document relating to any series of Preferred Stock)
so as to affect adversely the preferences, rights, powers or privileges of
this Series; provided, however, that an increase in the authorized number of
shares of the class of Preferred Stock or the authorization, creation or
issue, or increase in the authorized amount, of any class or series of capital
stock of the Corporation ranking on a parity with the shares of this Series
either as to dividends or upon liquidation, or both, shall not be deemed to
affect adversely the preferences, rights, powers or privileges of this Series.

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

          (C)  Unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the consent of the holders of at
least a majority of all of the shares of this Series and all other series of
Preferred Stock ranking on a parity with this Series, either as to dividends
or upon liquidation, at the time outstanding, given in person or by proxy,
either in writing or by a vote at a meeting called for the purpose at which
the holders of shares of this Series and such other series of Preferred Stock
shall vote together as a single class without regard to series, shall be
necessary for authorizing, effecting or validating the sale, lease or
conveyance of all or substantially all the property or business of the
Corporation or the merger or consolidation of the Corporation into or with any
other corporation; provided, however, that no such vote or consent of the
holders of shares of this Series and such other series of Preferred Stock,

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voting as a class without regard to series, shall be required for the merger
or consolidation of another corporation into or with the Corporation if none
of the preferences, rights, powers or privileges of this Series or such other
series of Preferred Stock or the holders thereof will be adversely affected
thereby and there shall not be authorized or outstanding after such merger or
consolidation any class of stock or other securities (except such stock or
securities of the Corporation as may have been authorized or outstanding
immediately preceding such merger or consolidation) ranking prior to the
shares of this Series and such other series of Preferred Stock as to dividends
or upon liquidation;

          (D)  If at the time of any annual meeting of shareholders for the
election of directors a default in preference dividends on the Preferred Stock
shall exist, the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of the Preferred
Stock of all series (whether or not the holders of such series of Preferred
Stock would be entitled to vote for the election of directors if such default
in preference dividends did not exist), shall have the right at such meeting,
voting together as a single class without regard to series, to the exclusion
of the holders of Common Stock, to elect two directors of the Corporation to
fill such newly created directorships.  Such right shall continue until there
are no dividends in arrears upon the Preferred Stock.  Whenever all arrears
in dividends on the Preferred Stock then outstanding shall have been and
dividends for the current quarterly dividend period shall have been paid or
declared and set apart for payment, then the right of the holders of such
Preferred Stock to elect such additional directors (herein called a "Preferred
Director"), 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 such Preferred Stock shall forthwith terminate and the number of
the Board of Directors shall be reduced accordingly.  Any Preferred Director
may be removed by, and shall not be removed except by, the vote of the holders
of record of the outstanding shares of Preferred Stock, voting together as a
single class without regard to series, at a meeting of the shareholders, or of
the holders of shares of Preferred Stock, called for the purpose.  So long as
a default in any preference dividends on the Preferred Stock shall exist (1)
any vacancy in the office of a Preferred Director may be filled (except as
provided in the following clause (2)) by an instrument in writing signed by
the remaining Preferred Director and filed with the Corporation and (2) in
the case of the removal of any Preferred Director, the vacancy may be filled
by the vote of the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at the same
meeting at which such removal shall be voted or at a meeting of holders of
shares of Preferred Stock called for the purpose.  Each director appointed
as aforesaid by the remaining Preferred Director shall be deemed, for all
purposes hereof, to be a Preferred Director.  For the purposes hereof, a

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"default in preference dividends" on the Preferred Stock shall be deemed to
have occurred whenever the amount of accumulated dividends upon this Series
shall be equivalent to or greater than the sum of the dividend amounts payable
on the preceding six dividend payment dates or whenever the amount of accrued
dividends upon any other series of the Preferred Stock shall be equivalent to
six full quarterly-yearly dividends or more, and, having so occurred, such
default shall be deemed to exist thereafter until, but only until, all
accumulated dividends on all shares of Preferred Stock of each and every
series then outstanding shall have been paid to the end of the last preceding
dividend period.

     Whenever holders of this Series vote as a class with holders of other
series of Preferred Stock, the vote per share of all such series of Preferred
Stock will be computed on the basis of one vote for each $50.00 of liquidation
value.

          (vi)  Liquidation Rights.  (A) Upon the dissolution, liquidation or
winding up of the Corporation, the holders of the shares of this Series shall
be entitled to receive out of the assets of the Corporation, before any
payment or distribution shall be made on the Common Stock or on any other
class of stock ranking junior to the Preferred Stock upon liquidation, the
amount of $200,000 per share, plus a sum equal to all dividends (whether or
not earned or declared) on such shares accumulated and unpaid thereon to the
date of final distribution.

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

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

          (D)  Unless the dissolution, liquidation or winding up of the
Corporation, the holders of shares of this Series then outstanding shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its shareholders all amounts to which such holders are

 12

entitled pursuant to paragraph (A) of this Section (vi) before any payment
shall be made to the holders of any class of capital stock of the Corporation
ranking junior upon liquidation to this Series.

          (vii) For purposes of this Series any stock of any class or classes
of the Corporation shall be deemed to rank:

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

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

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

     (b)  8.60% Cumulative Preferred Stock

          (i)  Designation.  The designation of the series of Preferred Stock
created by this resolution shall be "8.60% Cumulative Preferred Stock" without
par value (hereinafter called this "Series"), and the number of shares
constituting this Series is 184,000.  Shares of this Series shall have a
stated value of $625 per share.  The number of authorized shares of this
Series may be reduced by further resolution duly adopted by the Board of
Directors of the Corporation, or a duly authorized committee of said Board,
and by the filing of a certificate pursuant to the provisions of the Business
Corporation Law of the State of New York stating that such reduction has been
so authorized, but the number of authorized shares of this Series may not be
increased.

          (ii)  (A)  Dividends.  Dividend rates on the shares of this Series
shall be:  (1) for the period (the "Initial Dividend Period") from the
original issue date to and including the day next preceding March 1, 1993, a
rate of 8.60% per annum and (2) for each quarterly dividend period thereafter,

 13

which dividend periods ("Dividend Periods") shall commence on March 1, June 1,
September 1 and December 1 in each year and shall end on and include the day
next preceding the first day of the next Dividend Period, a rate of 8.60% per
annum of the stated value thereof.  Such dividends shall be cumulative from
the date of original issue of the shares of this Series and shall be payable,
when and as declared by the Board of Directors, or by a duly authorized
committee of said Board, on March 1, June 1, September 1 and December 1 of
each year, commencing March 1, 1993.  Each such dividend shall be paid to the
holders of record of shares of this Series as they appear on the stock
register of the Corporation on such record date, not exceeding 50 days
preceding the payment date thereof, as shall be fixed by the Board of
Directors, or by a duly authorized committee of said Board.  Dividends on
account of arrears for any past Dividend Periods may be declared and paid at
any time, without reference to any regular dividend payment date, to holders
of record on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board, or by any such committee.

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

          (C)  So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this Series as to dividends and upon liquidation and other than as
provided in paragraph (B) of this Section (ii)) shall be declared or paid or
set aside for payment or other distribution, declared or made upon the Common
Stock or upon any other stock ranking junior to or on a parity with this
Series as to dividends or upon liquidation, nor shall any Common Stock nor any
other stock of the Corporation ranking junior to or on parity with this Series

 14

as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for
a sinking fund for the redemption of any shares of any such stock) by the
Corporation (except by conversion into or exchange for stock of the
Corporation ranking junior to this Series as to dividends and upon
liquidation) unless, in each case, the full cumulative dividends on all
outstanding shares of this Series shall have been paid for all past dividend
payment periods.

          (D)  Dividends payable on each share of the Series for each Dividend
Period shall be computed by dividing the per annum dividend by four.
Dividends payable on the shares of this Series for any period less than a full
Dividend Period, including the Initial Dividend Period, shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.

          (iii)  Redemption.  (A) The shares of this Series shall not be
redeemable prior to December 1, 1997.  On and after December 1, 1997, the
Corporation, at its option, may redeem the shares of this Series, as a whole
or in part, at any time or from time to time at a redemption price equal to
$625 per share, plus accrued and unpaid dividends thereon to the date fixed
for redemption.

          (B)  Notwithstanding the foregoing provisions of this Section (iii),
if the full dividends, including accumulations, on the shares of this Series
and the full dividends, including any accumulated dividend, on the shares of
all other Preferred Stock of the Corporation ranking, as to dividends, on a
parity with or senior to the shares of this Series have not been paid or
contemporaneously declared and paid, no shares of this Series or the shares of
such other class or series of Preferred Stock shall be redeemed pursuant to
Section (iii) (A) unless all outstanding shares of this Series and all
outstanding shares of such other class or series of Preferred Stock are
simultaneously redeemed; provided, however, that the foregoing shall not
prevent the purchase or acquisition of shares of this Series or of shares of
such other class or series of Preferred Stock by conversion into or exchange
for shares of the Corporation ranking junior to the shares of this Series and
the shares of such other class or series of Preferred Stock as to dividends
and upon liquidation.

          (C)  In the event that fewer than all the outstanding shares of this
Series are to be redeemed, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares to be redeemed shall be
determined on a pro rata basis as may be determined by the Board of Directors
of the Corporation or by duly an authorized committee thereof or by any other
method as may be determined by the Board of Directors of the Corporation or by
any duly authorized committee thereof in its sole discretion to be fair and

 15

equitable, provided that such method satisfies any applicable requirements of
any securities exchange on which the shares of this Series are listed.

          (D)  In the event the Corporation shall redeem shares of this
Series, notice of such redemption (a "Notice of Redemption") shall be given by
first class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the shares of
this Series to be redeemed as they appear on the stock register of the
Corporation on the 7th day preceding the date of such Notice of Redemption, at
such holder's address as the same appears on such stock register.  Each such
notice shall state:  (1) the redemption date; (2) the number of shares of this
Series to be redeemed and, if fewer than all the shares held by such holder
are to be redeemed, the number of such shares to be redeemed from such holder;
(3) the redemption price (specifying the amount of accrued and unpaid
dividends to be included therein); (4) the place or places (which shall be in
The City of New York) where certificates for such shares are to be surrendered
for payment of the redemption price; and (5) that dividends on the shares to
be redeemed will cease to accrue on such redemption date.

          (E)  Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price) dividends on the shares of this
Series so called for redemption shall cease to accrue, and said shares shall
no longer be deemed to be outstanding, and all rights of the holders thereof
as shareholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease.  Upon surrender in accordance
with said notice of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board or a committee thereof shall
so require and the notice shall so state), such shares shall be redeemed by
the Corporation at the redemption price aforesaid.  In case fewer than all the
shares represented by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares without cost to the holder
thereof, provided, however, that the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses connected therewith.

          (F)  Any of the shares of this Series which shall at any time have
been redeemed shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until
such shares are once more designated as part of a particular series by the
Board of Directors of the Corporation or any duly authorized committee
thereof.

          (iv)  Conversion or Exchange.  The holders of shares of this Series
shall not have any rights herein to convert such shares into or exchange such
shares for shares of any other class or classes or of any other series of any
class or classes of capital stock of the Corporation.

 16

          (v)  Voting.  The shares of this Series shall not have any voting
powers either general or special, except that

          (A)  Unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the consent of the holders of at
least two-thirds of all of the shares of this Series at the time outstanding,
given in person or by proxy, either in writing or by a vote at a meeting
called for the purpose at which the holders of shares of this Series shall
vote together as a separate class, shall be necessary for authorizing,
effecting or validating the amendment, alteration or repeal of any of the
provisions of the Certificate of Incorporation of the Corporation or of any
certificate amendatory thereof or supplemental thereto (including any
Certificates of Amendment or any similar document relating to any series of
Preferred Stock) so as to affect adversely the preferences, rights, powers or
privileges of this Series.  For purposes of this provision, an increase in the
authorized number of shares of the class of Preferred Stock or the
authorization, creation or issue, or increase in the authorized amount, of any
class or series of capital stock of the Corporation ranking on a parity with
the shares of this Series either as to dividends or upon liquidation, or both,
shall not be deemed to affect adversely the preferences, rights, powers or
privileges of this Series.

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

          (C)  If at the time of any annual meeting of shareholders for the
election of directors a default in preference dividends on any series of
Preferred Stock shall exist, the number of directors constituting the Board of
Directors of the Corporation shall be increased by two, and the holders of the
Preferred Stock of all series (whether or not the holders of such series of
Preferred Stock would be entitled to vote for the election of directors if
such default in preference dividends did not exist), shall have the right at

 17

such meeting, voting together as a single class without regard to series, to
the exclusion of the holders of Common Stock, to elect two directors of the
Corporation to fill such newly created directorships.  Such right shall
continue until there are no dividends in arrears upon the Preferred Stock of
any series.  Whenever all arrears in dividends on the Preferred Stock then
outstanding shall have been and dividends for the current quarterly dividend
period shall have been, paid or declared and set apart for payment, then the
right of the holders of such Preferred Stock to elect such additional
directors (herein called a "Preferred Director"), 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 such Preferred Stock shall
forthwith terminate and the number of the Board of Directors shall be reduced
accordingly.  Any Preferred Director may be removed by, and shall not be
removed except by, the vote of the holders of record of the outstanding shares
of Preferred Stock, voting together as a single class without regard to
series, to the exclusion of the holders of Common Stock, at a meeting of the
shareholders or of the holders of shares of Preferred Stock, called for the
purpose.  So long as a default in any preference dividends on the Preferred
Stock shall exist (1) any vacancy in the office of a Preferred Director may be
filled (except as provided in the following clause (2)) by an instrument in
writing signed by the remaining Preferred Director and filed with the
Corporation and (2) in the case of the removal of any Preferred Director, the
vacancy may be filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without regard to series,
to the exclusion of the holders of Common Stock, at the same meeting at which
such removal shall be voted or at a meeting of holders of shares of Preferred
Stock called for the purpose.  Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes hereof, to be a
Preferred Director. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have occurred whenever
the amount of accrued dividends upon any series of the Preferred Stock shall
be equivalent to six full quarter-yearly dividends and, having so occurred,
such default shall be deemed to exist thereafter until, but only until, all
accrued dividends on all hares of Preferred Stock of each and every series
then outstanding shall have been paid to the end of the last preceding
quarterly dividend period.

          Whenever holders of shares of this Series vote as a class with
holders of other series of Preferred Stock, the vote per share of all such
series of Preferred Stock will be computed on the basis of one vote for each
$625.00 of liquidation value.

          vi)  Liquidation Rights.  (A) Upon the dissolution, liquidation or
winding up of the Corporation, the holders of the shares of this Series shall
be entitled to receive out of the assets of the Corporation, before any
payment or distribution shall be made on the Common Stock or on any other

 18

class of stock ranking junior to the Preferred Stock upon liquidation, the
amount of $625 per share, plus a sum equal to all dividends (whether or not
earned or declared) on such shares accumulated and unpaid thereon to the date
of final distribution.

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

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

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

          (E)  Neither the consolidation nor merger of the Corporation into or
with another corporation or corporations, nor the sale, lease or exchange (for
cash, shares of equity stock, securities or other consideration) of all or
substantially all of the property and assets of the Corporation, nor the
distribution to the stockholders of the Corporation of all or substantially
all of the consideration for such sale, unless such consideration (apart from
assumption of liabilities) or the net proceeds thereof consists substantially
entirely of cash, shall be deemed to be a liquidation, dissolution or winding
up of the Corporation within the meaning of this Section (vi).

          (vii)  For purposes of this Series any stock of any class or classes
of capital stock of the Corporation, or any series of shares of any such
class, shall be deemed to rank:

          (A)  prior to the shares of this Series, either as to dividends or
upon liquidation, if the holders of such class or classes or series shall be

 19

entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in preference or priority to the holders of shares of this Series;

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

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

           II.  Terms of Series of Class A Preferred Stock

          (a)  7.75% Cumulative Convertible Preferred Stock

          (i)  Designation.  The designation of the series of preferred stock
created by this resolution shall be "7.75% Cumulative Convertible Preferred
Stock", par value $2.00 per share (the "Preferred Stock"), and the number of
shares constituting Preferred Stock shall be 1,150,000.  Such number of shares
may be decreased by resolution duly adopted by the Board of Directors;
provided, that no decrease shall reduce the number of shares of Preferred
Stock to a number less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of outstanding
options, rights, or warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into Preferred Stock.  The
Preferred Stock shall rank senior to the Corporation's Common Stock with
respect to the payment of dividends and to the distribution of assets upon
liquidation, dissolution or winding up.

          (ii)  Dividends.  (A)  For purposes of this Section (ii), each
January 1, April 1, July 1, and October 1 on which any share of Preferred
Stock shall be outstanding shall be deemed to be a "Dividend Payment Date."
Commencing on the Dividend Payment Date next succeeding the date of original
issuance of the Preferred Stock (such date of original issuance, the "Original
Issue Date"), the holders of shares of Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors of the Corporation out

 20

of funds legally available therefor, cumulative dividends at the rate of
$1.9375 per year on each share of Preferred Stock and no more, except that the
dividend with respect to the initial dividend period shall be determined as
provided in paragraph (B) of this Section (ii).

          (B)  (1)  If the Original Issue Date occurs subsequent to the record
date (a "Series B Record Date") for a dividend payment in respect of the
Series B 7.75% Cumulative Convertible Preferred Stock, par value $2.00 per
share (the "Series B Preferred Stock"), of National Community Banks, Inc.
("NCB") and prior to the corresponding dividend payment date (a "Series B
Dividend Payment Date"), holders of shares of Preferred Stock who were holders
of record of shares of Series B Preferred Stock on such Series B Record Date
shall be entitled to receive, commencing on the Dividend Payment Date next
succeeding the Original Issue Date, when and as declared by the Board of
Directors of the Corporation out of funds legally available therefor, an
amount per share of Preferred Stock equal to the sum of (aa) the excess, if
any, of (y) the amount of dividends that would have accrued on a share of
Series B Preferred Stock from the first day of the dividend period for the
Series B Preferred Stock in which the Original Issue Date occurs to the Series
B Dividend Payment Date immediately succeeding the Original Issue Date over
(z) the amount of dividends declared and paid or set aside for payment on a
share of Series B Preferred Stock on the Series B Dividend Payment Date
immediately succeeding the Original Issue Date and (bb) the amount of
dividends accrued and unpaid, if any, on a share of Series B Preferred Stock
as of the close of business on the Series B Dividend Payment Date immediately
preceding the Original Issue Date, and such dividend shall be cumulative from
such date for all purposes hereof.

          (2)  If the Original Issue Date occurs after a Series B Dividend
Payment Date and prior to the record date for the immediately succeeding
Series B Dividend Payment Date, holders of shares of Preferred Stock shall be
entitled to receive, commencing on the Dividend Payment Date immediately
succeeding the Original Issue Date, when and as declared by the Board of
Directors of the Corporation out of funds legally available therefor, an
amount per share of Preferred Stock equal to the sum of (aa) the amount of
dividends that would have accrued on a share of Series B Preferred Stock from
the first day of the dividend period for the Series B Preferred Stock in which
the Original Issue Date occurs to the Series B Dividend Payment Date
immediately succeeding the Original Issue Date and (bb) the amount of
dividends accrued and unpaid, if any, on a share of Series B Preferred Stock
as of the close of business on the Series B Dividend Payment Date immediately
preceding the Original Issue Date, and such dividend shall be cumulative from
such date for all purposes hereof.

 21

          (C)  The Board of Directors may fix a record date for the
determination of holders of shares of Preferred Stock entitled to receive
payment of a dividend declared thereon, which record date shall be not more
than 45 days prior to the date fixed for the payment thereof.

          (D)  On each Dividend Payment Date all dividends which shall have
accrued on each share of Preferred Stock outstanding on such Dividend Payment
Date shall accumulate and be deemed to become "due".  Any dividend which shall
not be paid on the Dividend Payment Date on which it shall become due shall be
deemed to be "past due" until such dividend shall be paid or until the share
of Preferred Stock with respect of which such dividend became due shall no
longer be outstanding, whichever is the earlier to occur.  No interest or sum
of money in lieu of interest shall be payable in respect of any dividend
payment or payments which are past due.  Dividends paid on shares of Preferred
Stock in an amount less than the total amount of such dividends at the time
accumulated and payable on such shares shall be allocated pro rata on a share-
by-share basis among all such shares at the time outstanding.

          (E)  If there shall be outstanding shares of any class or series of
preferred stock of the Corporation ranking junior to or on parity with the
Preferred Stock as to dividends, no full dividends shall be declared or paid
or set apart for payment on any such other class or series for any period
unless full cumulative dividends have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment thereof set apart
for such payment on the Preferred Stock for all dividend payment periods
terminating on or prior to the date of payment of such full cumulative
dividends.  When dividends are not paid in full or are past due on the shares
of the Preferred Stock and on any other class or series of preferred stock
ranking on a parity as to dividends with the Preferred Stock all dividends
declared on all outstanding shares of the Preferred Stock and shares of such
other class or series of preferred stock shall be declared pro rata so that
the amount of dividends declared per share on the Preferred Stock and such
other preferred stock shall in all cases bear to each other the same ratio
that accrued and unpaid dividends per share on the shares of the Preferred
Stock and such other preferred stock to the date of such dividend payment bear
to each other.  Holders of shares of Preferred Stock shall not be entitled to
any dividend, whether payable in cash, property or securities, in excess of
full cumulative dividends, as herein provided, on the Preferred Stock.

 22

          (F)  So long as any shares of Preferred Stock are outstanding, no
dividend (other than (1) a dividend or distribution in Common Stock or in any
other stock ranking junior to the Preferred Stock as to dividends and upon
liquidation, dissolution or winding up, (2) dividends or distributions of the
Corporation's preferred stock purchase rights (the "Rights"), the terms of
which are set forth in the Rights Agreement, dated as of December 10, 1985 and
amended as of June 13, 1989, April 30, 1993 and March 8, 1994 (as so amended
and as amended from time to time, the "Rights Agreement"), between the
Corporation and The Bank of New York, as Rights Agent or (3) the issuance of
such Rights in connection with the issuance of any other capital stock of the
Corporation ranking junior to or on a parity with the Preferred Stock as to
dividends and upon liquidation, dissolution or winding up and other than as
provided in paragraph (E) of this Section (ii)) shall be declared or paid or
set aside for payment or other distribution declared or made upon the Common
Stock or upon any other stock ranking junior to, or on a parity with, the
Preferred Stock as to dividends or upon liquidation, dissolution or winding
up, nor shall any Common Stock or any other stock of the Corporation ranking
junior to, or on a parity with, the Preferred Stock as to dividends or upon
liquidation, dissolution or winding up, be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for
a sinking fund for the redemption of any shares of any such stock) by the
Corporation (except for conversion of such junior or parity stock into, or
exchange of such junior or parity stock for, stock of the Corporation ranking
junior to the Preferred Stock as to dividends and upon liquidation,
dissolution, or winding up, and except for the redemption of the Rights at
their current redemption price) unless, in each case, the full cumulative
dividends on all outstanding shares of the Preferred Stock shall have been
paid or declared and set aside for payment for all past dividend payment
periods.

          (G)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (F) of
this Section (ii), purchase or otherwise acquire such shares at such time and
in such manner; provided, however, that this paragraph shall not prohibit the
acquisition of shares of stock of the Corporation which have been pledged to
the Corporation or any subsidiary of the Corporation for a bona fide debt.

          (H)  Dividends payable on each share of the Preferred Stock for each
full dividend period shall be computed by dividing the per annum dividend by
four.  Dividends payable on the shares of the Preferred Stock for any period
less than a full dividend period, other than the initial dividend period,
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.

 23

          (iii)  General, Class and Series Voting Rights.  Except as provided
in this Section (iii) and in Section (iv) hereof or as otherwise from time to
time required by applicable law, the Preferred Stock shall have no voting
rights.

          (A)  Unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the consent of the holders of at
least 66-2/3% of all of the shares of the Preferred Stock and all other
classes and series of preferred stock of the Corporation ranking on a parity
with shares of the Preferred Stock, either as to dividends or upon
liquidation, dissolution or winding up, at the time outstanding, given in
person or by proxy, either in writing or by a vote at a meeting called for the
purpose at which holders of shares of the Preferred Stock and such other
classes and series of Preferred Stock of the Corporation shall vote together
as a single class without regard to series, shall be necessary for
authorizing, effecting or validating the creation, authorization or issuance
of, or reclassification of any authorized stock of the Corporation into, or
creation, authorization or issuance of any obligation or security convertible
into or evidencing a right to purchase any shares of, or increase in the
authorized or issued amount of, any class or series of stock (including any
class or series of preferred stock) ranking prior (as that term is hereinafter
defined in this Section (iii)) to the Preferred Stock with respect to the
payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up.

          (B)  Unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the consent of the holders of at
least 66-2/3% of all of the shares of the Preferred Stock, and any one or more
classes or series of preferred stock of the Corporation similarly affected, at
the time outstanding, given in person or by proxy, either in writing or by a
vote at a meeting called for the purpose at which the holders of shares of
such classes or series of preferred stock shall vote together as a separate
class, shall be necessary for authorizing, effecting or validating the
amendment, alteration or repeal, whether by merger, consolidation or
otherwise, of any of the provisions of the Certificate of Incorporation (or
any certificate amendatory thereof or supplemental thereto providing for the
capital stock of the Corporation including, without limitation, this
Certificate) which would adversely affect the preferences, rights, powers or
privileges of holders of shares of the Preferred Stock and such other classes
or series of preferred stock of the Corporation.  Any increase in the amount
of authorized Preferred Stock or the creation and issuance of other classes or
series of preferred stock ranking on a parity with or junior to the Preferred
Stock with respect to dividends and upon liquidation, dissolution or winding
up shall not be deemed to affect adversely the rights of the holders of shares
of Preferred Stock.

 24

          The foregoing voting provisions shall not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Preferred Stock shall
have been redeemed or sufficient funds shall have been deposited in trust to
effect such redemption.

          Any class or classes of stock of the Corporation shall be deemed to
rank:

          (1)  prior to the Preferred Stock as to dividends or as to
distribution of assets upon liquidation, dissolution or winding up if the
holders of such class shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of Preferred Stock; and

          (2)  on a parity with the Preferred Stock as to dividends or as to
distribution of assets upon liquidation, dissolution or winding up, whether or
not the dividend rates, dividend payment dates, or redemption or liquidation
prices per share thereof be different from those of the Preferred Stock, if
the holders of such class of stock and the Preferred Stock shall be entitled
to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in proportion to their
respective dividend rates or liquidation prices, without preference or
priority one over the other.

          Whenever holders of shares of the Preferred Stock vote as a class
with holders of other classes or series of preferred stock of the Corporation,
the vote per share of all such classes or series of preferred stock of the
Corporation will be computed on the basis of one vote for each $25.00 of
liquidation value.

          (iv)  Default Voting Rights.  Whenever at any time or times,
dividends payable on the shares of Preferred Stock shall be in arrears in an
amount equal to at least six full quarterly dividends on shares of the
Preferred Stock at the time outstanding, the holders of the outstanding shares
of Preferred Stock shall have the exclusive right (voting separately as a
class together with holders of shares of any one or more other classes or
series of preferred stock ranking on a parity with the Preferred Stock either
as to dividends or the distribution of assets upon liquidation, dissolution or
winding up and upon which like voting rights have been conferred and are
exercisable) to elect two directors of the Corporation at the Corporation's
next annual meeting of shareholders and at each subsequent annual meeting of
shareholders.  At elections for such directors, each holder of Preferred Stock
shall be entitled to one vote for each share held (the holders of shares of
any other class or series of preferred stock ranking on such a parity being
entitled to such number of votes, if any, for each share of stock held as may

 25

be granted to them).  Upon the vesting of such right of the holders of
Preferred Stock, the maximum authorized number of members of the Board of
Directors shall automatically be increased by two and the two vacancies so
created shall be filled by vote of the holders of the outstanding shares of
Preferred Stock (either alone or together with the holders of shares of any
one or more other classes or series of preferred stock ranking on such a
parity) as hereinafter set forth.  The right of holders of Preferred Stock,
voting separately as a class to elect (either alone or together with the
holders of shares of any one or more other classes or series of preferred
stock ranking on such a parity) members of the Board of Directors of the
Corporation as aforesaid shall continue until such time as all dividends
accumulated on the Preferred Stock shall have been paid in full, at which time
such right shall terminate, except as herein or by law expressly provided,
subject to revesting in the event of each and every subsequent default of the
character above mentioned.

          Each director elected by the holders of shares of Preferred Stock
shall continue to serve as such director for the full term for which he shall
have been elected, notwithstanding that prior to the end of such term such
arrearage shall cease to exist.  If the office of any director elected by the
holders of Preferred Stock voting as a class becomes vacant by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, the remaining director elected by the holders of Preferred Stock
voting as a class may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred.  Whenever the term
of office of the directors elected by the holders of Preferred Stock voting as
a class shall end and the special voting powers vested in the holders of
Preferred Stock as provided in this Section (iv) shall have expired, the
number of directors shall be such number as may be provided for in the By-Laws
irrespective of any increase made pursuant to the provisions of this Section
(iv).

          The shares of Preferred Stock shall be deemed to be shares of a
series of the same class of preferred stock as each series of preferred stock,
without par value, outstanding on the Original Issue Date with respect to
determining holders of preferred stock entitled to vote under any provision of
any such series of preferred stock, without par value.

          (v)  Redemption.  (A)  The shares of Preferred Stock are not
redeemable prior to July 1, 1996.  At any time on or after such date, the
shares of Preferred Stock are redeemable, in whole or in part, at the option
of the Corporation, during the twelve-month periods commencing on July 1 of
the years indicated below at the following redemption prices per share of
Preferred Stock, plus accrued and unpaid dividends thereon to the date fixed
for redemption:

 26



                      Redemption                              Redemption
     Year               Price                Year               Price
     ----             ----------             ----             ----------

     1996              $26.16                2000              $25.39

     1997               25.97                2001               25.19

     1998               25.78                2002 and           25.00
                                             thereafter
     1999               25.58



          (B)  In the event the Corporation shall elect to redeem shares of
Preferred Stock, the Corporation shall give notice to the holders of record
of shares of the Preferred Stock being so redeemed, not less than 30 nor more
than 60 days prior to such redemption, by first class mail, postage prepaid,
at their addresses as shown on the stock registry books of the Corporation
that said shares are being redeemed, provided that without limiting the
obligation of the Corporation hereunder to give the notice provided in this
Section (v) (B), the failure of the Corporation to give such notice shall not
invalidate any corporate action by the Corporation.  Each such notice shall
state:  (1) the redemption date; (2) the number of shares of Preferred Stock
to be redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (3) the
redemption price; (4) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price; (5) that dividends
on the shares to be redeemed will cease to accrue on such redemption date; and
(6) that such holder has the right to convert such shares into a number of
shares of Common Stock prior to the close of business on the tenth day
preceding such redemption date.

          (C)  In the event that fewer than all the outstanding shares of
Preferred Stock are to be redeemed, the number of shares to be redeemed shall
be determined by the Board of Directors of the Corporation and the shares to
be redeemed shall be determined pro rata or by lot as may be determined by the
Board of Directors of the Corporation or by any other method as may be
determined by the Board of Directors of the Corporation in its sole discretion
to be equitable provided that such method satisfies any applicable
requirements of any securities exchange on which the Preferred Stock is
listed.

          (D)  Notice having been mailed as aforesaid, from and after the
applicable redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price), dividends on the
shares of Preferred Stock to be redeemed on such redemption date shall cease
to accrue, and said shares shall no longer be outstanding, and all rights of
the holders thereof as shareholders of the Corporation (except the right to
receive from the Corporation the redemption price) shall cease; provided that,
notwithstanding the foregoing, if notice of redemption has been given pursuant
to this Section (v) and any holder of shares of Preferred Stock shall, prior
to the close of business on the tenth day preceding the redemption date,

 27

surrender for conversion any or all of the shares to be redeemed held by such
holder in accordance with Section (vi) then the conversion of such shares to
be redeemed shall become effective as provided in Section (vi).  Upon
surrender of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid.  In case fewer than all the
shares represented by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares without cost to the holder
thereof.

          (E)  Any shares of Preferred Stock which shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued shares of Class A Preferred Stock, par value $2.00 per share, without
designation as to series until such shares are once more designated as part of
a particular series by the Board of Directors of the Corporation.

          (F)  Notwithstanding the foregoing provisions of this Section (v),
if any dividends on Preferred Stock are past due, no shares of Preferred Stock
shall be redeemed unless all outstanding shares of Preferred Stock are
simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire any shares of Preferred Stock; provided, however, that the foregoing
shall not prevent the purchase or acquisition of shares of Preferred Stock
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of Preferred Stock.

          (vi)  Conversion.  (A)  The holder of any share of Preferred Stock
shall have the right, at such holder's option (but if such share is called for
redemption, then in respect of such share only to and including but not after
the close of business on the tenth day preceding the date fixed for such
redemption, provided that no default by the Corporation in the payment of the
applicable redemption price (including any accrued and unpaid dividends) shall
have occurred and be continuing on the date fixed for such redemption) to
convert such share into that number of fully paid and non-assessable shares of
Common Stock (calculated as to each conversion to the nearest 1/100th of a
share) obtained by dividing $25.00 by the Conversion Price then in effect.
The Conversion Price shall initially be $27.08 per share and shall be subject
to adjustment as set forth below.

          (B)  In order to exercise the conversion privilege, the holder of
shares of Preferred Stock shall surrender the certificates representing such
shares, accompanied by transfer instruments satisfactory to the Corporation
and sufficient to transfer the Preferred Stock being converted to the
Corporation free of any adverse interest, at any of the offices or agencies
maintained for such purpose by the Corporation ("Conversion Agent") and shall
give written notice to the Corporation at such Conversion Agent that the

 28

holder elects to convert such shares.  Such notice shall also state the names,
together with addresses, in which the certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued.  As promptly as
practicable after the surrender of such shares of Preferred Stock as
aforesaid, the Corporation shall issue and shall deliver at such Conversion
Agent to such holder, or on his written order, a certificate for the number of
full shares of Common Stock issuable upon the conversion of such shares in
accordance with the provisions hereof.  Balance certificates will be issued
for the remaining shares of Preferred Stock in any case in which fewer than
all of the shares of Preferred Stock represented by a certificate are
converted.  Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which shares of Preferred Stock
shall have been so surrendered and such notice received by the Corporation as
aforesaid, and the persons in whose names any certificates for shares of
Common Stock shall be issuable upon such conversion shall be deemed to have
become the holders of record of the Common Stock represented thereby at such
time, unless the stock transfer books of the Corporation shall be closed on
the date on which shares of Preferred Stock are so surrendered for conversion,
in which event such conversion shall be deemed to have been effected
immediately prior to the close of business on the next succeeding day on which
such stock transfer books are open, and such persons shall be deemed to have
become such holders of record of the Common Stock at the close of business on
such later day.  In either circumstance, such conversion shall be at the
Conversion Price in effect on the date upon which such share shall have been
surrendered and such notice received by the Corporation.

          (C)  In the case of any share of Preferred Stock which is converted
after any record date with respect to the payment of a dividend on the
Preferred Stock and on or prior to the next succeeding Dividend Payment Date,
the dividend due on such Dividend Payment Date shall be payable on such
Dividend Payment Date to the holder of record of such shares as of such
preceding record date notwithstanding such conversion.  Shares of Preferred
Stock surrendered for conversion during the period from the close of business
on any record date with respect to the payment of a dividend on the Preferred
Stock next preceding any Dividend Payment Date to the opening of business on
such Dividend Payment Date shall (except in the case of shares of Preferred
Stock which have been called for redemption on a redemption date within such
period) be accompanied by payment in New York Clearing House or other funds
acceptable to the Corporation in an amount equal to the dividend payable on
such Dividend Payment Date on the shares of Preferred Stock being surrendered
for conversion.  The dividend with respect to a share of Preferred Stock
called for redemption on a redemption date during the period from the close of
business on any record date with respect to the payment of a dividend on the
Preferred Stock next preceding any Dividend Payment Date to the opening of
business on such Dividend Payment Date shall be payable on such Dividend
Payment Date to the holder of record of such share on such dividend record

 29

date notwithstanding the conversion of such share of Preferred Stock after
such record date and prior to such Dividend Payment Date, and the holder
converting such share of Preferred Stock need not include a payment of such
dividend amount upon surrender of such share of Preferred Stock for
conversion.  Except as provided in this paragraph, no payment or adjustment
shall be made upon any conversion on account of any dividends accrued on
shares of Preferred Stock surrendered for conversion or on account of any
dividends on the Common Stock issued upon conversion.

          (D)  No fractional shares or scrip representing fractions of shares
of Common Stock shall be issued upon conversion of any shares of Preferred
Stock.  Instead of any fractional interest in a share of Common Stock which
would otherwise be deliverable upon the conversion of a share of Preferred
Stock, the Corporation shall pay to the holder of such share of Preferred
Stock an amount in cash (computed to the nearest cent, with one-half cent
being rounded upward) equal to such fraction multiplied by the reported
closing sale price (as defined in subparagraph (E)(6) of this Section (vi)) of
the Common Stock at the close of business on the day on which such share or
shares of Preferred Stock are surrendered for conversion in the manner set
forth above, or if such date is not a trading date, on the next succeeding
trading date.  If more than one certificate representing shares of Preferred
Stock shall be surrendered for conversion at one time by the same holder, the
number of full shares issuable upon conversion thereof shall be computed on
the basis of the aggregate number of shares of Preferred Stock represented by
such certificates, or the specified portions thereof to be converted, so
surrendered.

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

          (1)  In case the Corporation shall pay or make a dividend or other
distribution on any class of capital stock of the Corporation in Common Stock,
the Conversion Price in effect at the opening of business on the day following
the date fixed for the determination of shareholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such Conversion
Price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares
and the total number of shares constituting such dividend or other
distribution, such reduction to become effective immediately after the opening
of business on the day following the date fixed for such determination.  For
the purposes of this subparagraph (1), the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the
Corporation but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock.  The Corporation will
not pay any dividend or make any distribution on shares of Common Stock held
in the treasury of the Corporation.

 30

          (2)  In case the Corporation shall issue rights or warrants to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the current market price per
share (determined as provided in subparagraph (4) below) of the Common Stock
on the date fixed for the determination of shareholders entitled to receive
such rights or warrants (other than pursuant to a dividend reinvestment plan),
the Conversion Price in effect at the opening of business on the day following
the date fixed for such determination shall be reduced by multiplying such
Conversion Price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock
so offered for subscription or purchase would purchase at such current market
price and the denominator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
plus the number of shares of Common Stock so offered for subscription or
purchase, such reduction to become effective immediately after the opening of
business on the day following the date fixed for such determination.  For the
purposes of this subparagraph (2), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the
Corporation but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock.  The Corporation will
not issue any rights or warrants in respect of shares of Common Stock held in
the treasury of the Corporation.

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

          (4)  In case the Corporation shall, by dividend or otherwise,
distribute to all holders of its Common Stock (aa) evidences of its
indebtedness, (bb) cash or other assets (including securities, but excluding
any rights or warrants referred to in subparagraph (2) above, any regular
quarterly dividend payable solely in cash out of retained earnings of the
Corporation that may from time to time be fixed by the Board of Directors of

 31

the Corporation and any dividend or distribution referred to in subparagraph
(1) above) or (cc) any combination thereof, then in each case the Conversion
Price shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the close of
business on the date fixed for the determination of shareholders entitled to
receive such distribution by a fraction of which the numerator shall be the
current market price per share (determined as provided in subparagraph (6)
below) of the Common Stock on the date fixed for such determination less the
then fair market value (as determined by the Board of Directors, whose
determination, if made in good faith, shall be conclusive and shall be
described in a statement filed with any Conversion Agent) of the portion of
the cash or other assets or evidences of indebtedness so distributed (and for
which an adjustment to the Conversion Price has not previously been made
pursuant to the terms of this Section (vi)) applicable to one share of Common
Stock and the denominator shall be such current market price per share of the
Common Stock, such adjustment to become effective immediately prior to the
opening of business on the day following such record date; provided, however,
that if and to the extent that the fair market value of such distribution, as
so determined by the Board of Directors, shall exceed the retained earnings of
the Corporation, then in lieu of adjusting the Conversion Price as provided
above with respect to the portion of such distribution which exceeds the
Corporation's retained earnings, the holders of the Preferred Stock then
outstanding shall have the right thereafter to convert the shares of Preferred
Stock into (I) the kind and amount of indebtedness or cash or other assets of
the Corporation receivable in such distribution by a holder of the number of
shares of Common Stock into which the Preferred Stock might have been
converted at the close of business on the date fixed for the determination of
shareholders entitled to receive such distribution, and (II) such number of
shares of Common Stock into which the Preferred Stock may then be convertible,
as adjusted from time to time pursuant to this Section (vi).  If after the
Separation Date (as such term is defined in the Rights Agreement) for the
Rights of the Corporation, as presently constituted, converting holders of the
Preferred Stock are not entitled to receive the Rights which would otherwise
be attributable (but for the date of conversion) to the shares of Common Stock
received upon such conversion, then adjustment of the Conversion Price shall
be made under the preceding sentence as if the Rights were then being
distributed to the holders of Common Stock.  If such an adjustment is made and
the Rights are later redeemed, invalidated or terminated, then a corresponding
reversing adjustment shall be made to the Conversion Price, on an equitable
basis, to take account of such event.  However, the Corporation may elect to
amend the provisions presently applicable to the Rights so that each share of
Common Stock issuable upon conversion of the Preferred Stock, whether or not
issued after the Separation Date for such Rights, will be accompanied by the
Rights which would otherwise be attributable (but for the date of conversion)
to such share of Common Stock in which event the previous two sentences would
not apply.

 32

          (5)  The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or merger
to which paragraph (F) below applies) shall be deemed to involve (aa) a
distribution of such securities other than Common Stock to all holders of
Common Stock (and the effective date of such reclassification shall be deemed
to be "the date fixed for the determination of shareholders entitled to
receive such distribution" and the "date fixed for such determination" within
the meaning of subparagraph (4) above), and (bb) a subdivision or combination,
as the case may be, of the number of shares of Common Stock outstanding
immediately prior to such reclassification into the number of shares of Common
Stock outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of subparagraph (3) above).

          (6)  For the purpose of any computation under subparagraphs (2) and
(4) above, the current market price per share of Common Stock on any date
shall be deemed to be the average of the daily closing prices for the five
consecutive trading days selected by the Board of Directors commencing no more
than 20 trading days before and ending no later than the day before the day in
question.  The closing price for each day shall be the reported last sale
price, regular way, or, in case no such reported 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
the Common Stock is not listed or admitted to trading on the New York Stock
Exchange at such time, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or, if not listed or
admitted to trading on any national securities exchange, on the National
Market System of the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ") or, if the Common Stock is not quoted
on the NASDAQ National Market System, the average of the closing bid and asked
prices on such day in the over-the-counter market as reported by NASDAQ or, if
bid and asked prices for the Common Stock on each such day shall not have been
reported through NASDAQ, the average of the bid and asked prices for such date
as furnished by any New York Stock Exchange member firm regularly making a
market in the Common Stock selected from time to time by the Board of
Directors of the Corporation for such purpose or, if no such quotations are
available, the fair market value of the Common Stock as determined by a New
York Stock Exchange member firm regularly making a market in the Common Stock
selected from time to time by the Board of Directors of the Corporation for
such purpose.

 33

          (7)  No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% of such
price; provided, however, that any adjustments which by reason of this
subparagraph (7) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment, provided, further, that at
the Original Issue Date an adjustment in the amount equal to the quotient of
(aa) any adjustment permitted pursuant to Section 6(G)(vii) of the Certificate
of Amendment of the Certificate of Incorporation of NCB relating to the Series
B Preferred Stock, but not made at or prior to the cancellation of the Series
B Preferred Stock and (bb) .96 (provided that in no event shall any such
adjustment be greater than $0.27 per share), shall be carried forward and
taken into account, together with any adjustments required by subparagraph
(1), (2), (3) or (4) above, in any subsequent adjustment pursuant to this
paragraph (E), and provided further, that adjustment shall be required and
made in accordance with the provisions hereof not later than such time as may
be required in order to preserve the tax-free nature of distribution to the
holders of shares of Preferred Stock or Common Stock.  All calculations shall
be made to the nearest cent or to the nearest 1/100th of a share, as the case
may be.  The Corporation may make such reductions in the Conversion Price, in
addition to those required by subparagraphs (1), (2), (3), and (4) above, as
it considers to be advisable in order to avoid or diminish any income tax to
any holders of shares of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or
subscribe for stock or from any event treated as such for income tax purposes
or for any other reasons.

          (8)  Whenever the Conversion Price is adjusted as herein provided,
(aa) the Corporation shall promptly file with any Conversion Agent a
certificate of a firm of independent public accountants setting forth the
Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment, and the manner of computing the same,
which certificate shall be conclusive evidence of the correctness of such
adjustment, and (bb) a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price shall forthwith be
given by the Corporation to any Conversion Agent and mailed by the Corporation
to each holder of shares of Preferred Stock at their last address as the same
appears on the books of the Corporation.

          (F)  In case of any consolidation of the Corporation with, or merger
of the Corporation into, any other entity (other than a merger or
consolidation in which the Corporation is the continuing Corporation) or any
sale or conveyance to another corporation of the property of the Corporation
as an entirety or substantially as an entirety, or in the case of a statutory
exchange of securities with another Corporation, the Conversion Price shall
not be adjusted but each holder of a share of Preferred Stock then outstanding
shall have the right thereafter to convert such share only into the kind and
amount of securities, cash and other property which such holder would have
owned or have been entitled to receive immediately after such consolidation,

 34

merger, sale, conveyance or exchange had such share of Preferred Stock been
converted immediately prior to such consolidation, merger, sale, conveyance or
exchange.  Provision shall be made in any such consolidation, merger, sale,
conveyance or exchange for adjustments in the Conversion Price which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
Section (vi)(E).  The above provisions shall similarly apply to successive
consolidations, mergers, sales, conveyances or exchanges.

          For purposes of this Section (vi), "Common Stock" includes any stock
of any class of the Corporation which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and which is not
subject to redemption by the Corporation.  However, subject to the provisions
of paragraph (F) above, shares issuable on conversion of shares of Preferred
Stock shall include only shares of the class designated as Common Stock of the
Corporation on the Original Issue Date, or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which
have no preference in respect of dividends or of amounts payable in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and which are not subject to redemption by the Corporation.

          In case:

          (1)  the Corporation shall declare a dividend (or any other
distribution) on its Common Stock that would cause an adjustment to the
Conversion Price of the Preferred Stock pursuant to the terms of subparagraph
(1) or subparagraph (4) of paragraph (E) above (including such an adjustment
that would occur but for the terms of the first sentence of subparagraph (7)
of paragraph (E) above); or

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

          (3)  of any reclassification of the Common Stock of the Corporation
(other than a subdivision or combination of its outstanding shares of Common
Stock), or of any consolidation, merger or share exchange to which the
Corporation is a party and for which approval of any shareholders of the
Corporation is required, or of the sale or conveyance of the property of the
Corporation as an entirety or substantially as an entirety; or

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

 35

then the Corporation shall cause to be filed with any Conversion Agent, and
shall cause to be mailed to all holders of shares of Preferred Stock at each
such holder's last address as the same appears on the books of the
Corporation, at least 20 days (or 10 days in any case specified in clause (1)
or (2) above) prior to the applicable record or effective date hereinafter
specified, a notice stating (aa) the date on which a record is to be taken
for the purpose of such dividend, distribution, rights or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution, rights or warrants
are to be determined, or (bb) the date on which such reclassification,
consolidation, merger, share exchange, sale, conveyance, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled
to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, share
exchange, sale, conveyance, dissolution, liquidation or winding up.  Neither
the failure to give such notice nor any defect therein shall affect the
legality or validity of the proceedings described in clauses (1) through (4)
above.

          The Corporation will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares
of Common Stock on conversions of shares of Preferred Stock pursuant hereto;
provided, however, that the Corporation shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issue or
delivery of shares of Common Stock in a name other than that of the holder of
the shares of Preferred Stock to be converted and no such issue or delivery
shall be made unless and until the person requesting such issue or delivery
has paid to the Corporation the amount of any such tax or has established, to
the satisfaction of the Corporation, that such tax has been paid.

          The Corporation covenants that all shares of Common Stock which may
be delivered upon conversions of shares of Preferred Stock will upon delivery
be duly and validly issued and fully paid and non-assessable, free of all
liens and charges and not subject to any preemptive rights.  The Corporation
further covenants that, if necessary, it shall reduce the par value of the
Common Stock so that all shares of Common Stock delivered upon conversion of
shares of Preferred Stock are fully paid and non-assessable.

          The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of its authorized but
unissued shares of Common Stock or its issued shares of Common Stock held in
its treasury, or both, for the purpose of effecting conversions of shares of
Preferred Stock, the full number of shares of Common Stock deliverable upon
the conversion of all outstanding shares of Preferred Stock not theretofore
converted.  For purposes of this reservation of Common Stock, the number of

 36

shares of Common Stock which shall be deliverable upon the conversion of all
outstanding shares of Preferred Stock shall be computed as if at the time of
computation all outstanding shares of Preferred Stock were held by a single
holder.  The issuance of shares of Common Stock upon conversion of shares of
Preferred Stock is authorized in all respects.

          Each share of Common Stock issued upon conversion of shares of
Preferred Stock shall be entitled to receive the appropriate number of
Rights, if any, and the certificates representing the Common Stock issued
upon such conversion shall bear such legends, if any, in each case as provided
by the terms of the Rights Agreement as in effect at the time of such
conversion.  Notwithstanding anything else to the contrary in this Section
(vi), except as expressly provided in paragraph (E)(4) hereof there shall not
be any adjustment to the conversion privilege or Conversion Price as a result
of (1) the distribution of separate certificates representing the Rights, (2)
the occurrence of certain events entitling holders of Rights to receive, upon
exercise thereof, Common Stock of the Company or capital stock of another
corporation, or (3) the exercise of such Rights in accordance with the Rights
Agreement.  As used herein, "Rights" means the Preferred Stock purchase rights
of the Corporation, the terms of which are set forth in the Rights Agreement
or any similar rights issued pursuant to a similar agreement.

          (vii)  Liquidation.  In the event of any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation (for the purposes of
this Section (vii), a "Liquidation"), before any distribution of assets shall
be made to the holders of the Common Stock or the holders of any other stock
that ranks junior to the Preferred Stock in respect of distributions upon the
Liquidation of the Corporation, the holder of each share of Preferred Stock
then outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its shareholders, an amount equal to
$25.00 per share plus all dividends (whether or not declared or due) accrued
and unpaid on such share on the date fixed for the distribution of assets of
the Corporation to the holders of Preferred Stock.

          If upon any Liquidation of the Corporation, the assets available for
distribution to the holders of Preferred Stock and any other stock of the
Corporation ranking on a parity with the Preferred Stock upon Liquidation
issued by the Corporation which shall then be outstanding (hereinafter in this
paragraph called the "Total Amount Available") shall be insufficient to pay
the holders of all outstanding shares of Preferred Stock and all other such
parity stock the full amounts (including all dividends accrued and unpaid) to
which they shall be entitled by reason of such Liquidation of the Corporation,
then there shall be paid to the holders of the Preferred Stock in connection
with such Liquidation of the Corporation, an amount equal to the product
derived by multiplying the Total Amount Available times a fraction, the

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numerator of which shall be the full amount to which the holders of the
Preferred Stock shall be entitled under the terms of the preceding paragraph
by reason of such Liquidation of the Corporation and the denominator of which
shall be the total amount which would have been distributed by reason of such
Liquidation of the Corporation with respect to the Preferred Stock upon
Liquidation then outstanding had the Corporation possessed sufficient assets
to pay the maximum amount which the holders of all such stock would be
entitled to receive in connection with such Liquidation of the Corporation.

          The voluntary sale, conveyance, lease, exchange or transfer of the
property of the Corporation as an entirety or substantially as an entirety,
or the merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into the Corporation, or
any purchase or redemption of some or all of the shares of any class or series
of stock of the Corporation, shall not be deemed to be a Liquidation of the
Corporation for the purposes of this Section (vii) (unless in connection
therewith the Liquidation of the Corporation is specifically approved).

          The holder of any shares of Preferred Stock shall not be entitled
to receive any payment owed for such shares under this Section (vii) until
such holder shall cause to be delivered to the Corporation (A) the certificate
or certificates representing such shares of Preferred Stock and (B) transfer
instrument or instruments satisfactory to the Corporation and sufficient to
transfer such shares of Preferred Stock to the Corporation free of any adverse
interest.  As in the case of the redemption price, no interest shall accrue on
any payment upon Liquidation after the due date thereof.

          After payment of the full amount of the liquidating distribution to
which they are entitled, the holders of shares of the Preferred Stock will not
be entitled to any further participation in any distribution of assets by the
Corporation.

          (viii)  Payments.  The Corporation may provide funds for any payment
of the redemption price for any shares of Preferred Stock or any amount
distributable with respect to any Preferred Stock under Section (vii) hereof
by depositing such funds with a bank or trust company selected by the
Corporation having a net worth of at least $50,000,000 and organized under the
laws of the United States or any state thereof, in trust for the benefit of
the holder of such shares of Preferred Stock under arrangements providing
irrevocably for payment upon satisfaction of any conditions to such payment
by the holder of such shares of Preferred Stock which shall reasonably be
required by the Corporation.  The Corporation shall be entitled to make any
deposit of funds contemplated by this Section (viii) under arrangements
designated to permit such funds to generate interest or other income for the
Corporation, and the Corporation shall be entitled to receive all interest and

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other income earned by any funds while they shall be deposited as contemplated
by this Section (viii), provided that the Corporation shall maintain on
deposit funds sufficient to satisfy all payments which the deposit arrangement
shall have been established to satisfy.  If the conditions precedent to the
disbursement of any funds deposited by the Corporation pursuant to this
Section (viii) shall not have been satisfied within two years after the
establishment of the trust for such funds, then (1) such funds shall be
returned to the Corporation upon its request; (2) after such return, such
funds shall be free of any trust which shall have been impressed upon them;
(3) the person entitled to the payment for which such funds shall have been
originally intended shall have the right to look only to the Corporation for
such payment, subject to applicable escheat laws; and (4) the trustee which
shall have held such funds shall be relieved of any responsibility for such
funds upon the return of such funds to the Corporation.

          Any payment which may be owed for the payment of the redemption
price for any shares of the Preferred Stock pursuant to Section (v) or the
payment of any amount distributable with respect to the shares of the
Preferred Stock under Section (vii) shall be deemed to have been "paid or
properly provided for" upon the earlier to occur of:  (1) the date upon which
funds sufficient to make such payment shall be deposited in a manner
contemplated by the preceding paragraph or (2) the date upon which a check
payable to the person entitled to receive such payment shall be delivered to
such person or mailed to such person at the address of such person then
appearing on the books of the Corporation.

          (ix)  Status of Reacquired Shares.  Shares of Preferred Stock issued
and reacquired by the Corporation (including, without limitation, shares of
Preferred Stock which have been redeemed pursuant to the terms of Section (v)
hereof and shares of Preferred Stock which have been converted into shares of
Common Stock) have the status of authorized and unissued shares of Class A
Preferred Stock, par value $2.00 per share, undesignated as to series, subject
to later issuance.

          (x) Preemptive Rights.  Holders of shares of Preferred Stock are not
entitled to any preemptive or subscription rights in respect of any securities
of the Corporation.

          (xi) Legal Holidays.  In any case where any Dividend Payment Date,
redemption date or the last date on which a holder of Preferred Stock has the
right to convert such holder's shares of Preferred Stock shall not be a
Business Day (as defined below), then (notwithstanding any other provision of
this Certificate of Amendment or of the Preferred Stock) payment of a dividend
due or a redemption price or conversion of the shares of Preferred Stock need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Dividend Payment Date or
redemption date or the last day for conversion, provided that, for purposes of

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computing such payment, no interest shall accrue for the period from and after
such Dividend Payment Date or redemption date, as the case may be.  As used in
this Section (xi), "Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

     FIFTH:  The Secretary of State of the State of New York is hereby
designated as agent of the Corporation upon whom process against it may be
served.  The post office address to which the Secretary of State shall mail
a copy of any process against the Corporation served upon him is One Wall
Street, New York, New York 10286, Attn: Legal Department, Head of Litigation.

     SIXTH:  No holder of shares of the Corporation of any class, now or
hereafter authorized, shall have any preferential or preemptive right to
subscribe for, purchase or receive any shares of the Corporation of any class,
now or hereafter authorized, or any options or warrants for such shares, or
any rights to subscribe to or purchase such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation.

          4.  The foregoing restated certificate of incorporation was
authorized by the Board of Directors of the Corporation at a meeting duly
called and held on June 13, 2000 without a vote of shareholders.

          IN WITNESS WHEREOF, the undersigned have signed this restated
certificate of incorporation on June 13, 2000 and affirm the statements
contained herein as true under the penalties of perjury.



                                THE BANK OF NEW YORK COMPANY, INC.


                                By /s/ Thomas A. Renyi
                                   ------------------------------
                                Thomas A. Renyi
                                Chairman of the Board


                                By /s/ Patricia A. Bicket
                                   ------------------------------
                                Patricia A. Bicket
                                Assistant Secretary