Exhibit A

6.05.  Series A Preferred Stock. Pursuant to authority granted
under Section 6.01 of the Corporation's Amended and Restated
Articles of Incorporation (the "Articles of Incorporation"), the
Board of Directors of the Corporation hereby establishes a series
of preferred shares designated the 9.10%

Series A Cumulative Redeemable Preferred Shares ($0.01 Par Value
Per Share) (Liquidation Preference $250.00 Per Share) (the "Series
A Preferred Shares") on the following terms:

 (a)  Number.  The number of authorized shares of the Series A
Preferred Shares shall be 460,000.

 (b)  Relative Seniority.  In respect of rights to receive
dividends and to participate in distributions or payments in the event
of any liquidation, dissolution or winding up of the Corporation, the Series
A Preferred Shares shall rank senior to the Common Shares and any other
class or series of shares of the Corporation ranking, as to
dividends and upon liquidation, junior to the Series A Preferred Shares
(collectively, "Junior Shares").

 (c)  Dividends.

      (1)  The holders of the then outstanding Series A Preferred
Shares shall be entitled to receive, when and as declared by the
Board of Directors out of any funds legally available
therefor, cumulative dividends at the rate of $22.75 per share
per year, payable in equal amounts of $5.6875 per share quarterly
in cash on the last day of each February, May, August
and November or, if not a Business Day (as hereinafter defined),
the next succeeding Business Day beginning on December 2, 1996 
(each such day being hereinafter called a "Quarterly
Dividend Date" and each period ending on a Quarterly Dividend
Date being hereinafter called a "Dividend Period").  Dividends shall 
be payable to holders of record as they appear in the
share records of the Corporation at the close of business on the
applicable record date (the  "Record Date"), which shall be the first 
day of the calendar month in which the applicable Quarterly Dividend Date
falls on or such other date designated by the Board of Directors of
the Corporation for the payment of dividends that is not more
than 30 nor less than 10 days prior to such Quarterly Dividend Date.  
The amount of any dividend payable for any Dividend Period shorter than a
full Dividend Period shall be prorated and computed on the basis of a
360-day year of twelve 30-day months.  Dividends on each share of
Series A Preferred Shares shall accrue and be cumulative from and including
the date of original issue thereof, whether or not (i) dividends on such 
shares are earned or declared or (ii) on any Quarterly Dividend
Date there shall be funds legally available for the payment of
dividends.  Dividends paid on the Series A Preferred Shares in an amount 
less than the total amount of such dividends at the time accrued and payable
on such shares shall be allocated pro rata on a per share basis among
all such shares at the time outstanding.

      "Business Day" shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking 
institutions in New York City are authorized or  required by law, regulation
or executive order to close.

      (2)  The amount of any dividends accrued on any Series A
Preferred Shares at any Quarterly Dividend Date shall be the amount of 
any unpaid dividends accumulated thereon, to and including such Quarterly 
Dividend Date, whether or not earned or declared, and the
amount of dividends accrued on any shares of Series A Preferred
Shares at any date other than a Quarterly Dividend Date shall be equal 
to the sum of the amount of any unpaid dividends accumulated thereon, to 
and including the last preceding Quarterly Dividend Date, whether
or not earned or declared, plus an amount calculated on the basis
of the annual dividend rate of $22.75 per share for the period after such 
last preceding Quarterly Dividend Date to and including the date as of 
which the calculation is made based on a 360-day year of twelve 30-day months.

      (3)  Except as provided in this Section 6.05, the Series A
Preferred Shares shall not be entitled to participate in the earnings 
or assets of the Corporation.

      (4)  Any dividend payment made on the Series A Preferred
Shares shall be first credited against the earliest accrued but unpaid 
dividend due with respect to such shares which remains payable.

      (5)  If, for any taxable year, the Company elects to
designate as "capital gain dividends" (as defined in Section 857 of the 
Code), any portion (the "Capital Gains Amount") of the dividends paid
or made available for the year to holders of all classes of Shares (the
"Total Dividends"), then the portion of the Capital Gains Amount
that shall be allocated to the holders of the Series A Preferred Shares 
shall be the amount that the total dividends paid  or made available to 
the holders of the Series A Preferred Shares for the year bears to the
Total Dividends.

 (d)  Liquidation Rights.

      (1)  Upon the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the holders of the Series A 
Preferred Shares then outstanding shall be entitled to receive and to be 
paid out of the assets of the Corporation available for distribution to its
shareholders, before any payment or distribution shall be made on
any Junior Shares, the amount of $250.00 per share, plus accrued and unpaid 
dividends thereon.

      (2)  After the payment to the holders of the Series A
Preferred Shares of the full preferential amounts provided for in this 
Section 6.05, the holders of the Series A Preferred
Shares, as such, shall have no right or claim to any of the
remaining assets of the Corporation.

      (3)  If, upon any voluntary or involuntary dissolution,
liquidation, or winding up of the Corporation, the amounts payable 
with respect to the preference value of the Series A
Preferred Shares and any other shares of the Corporation ranking
as to any such distribution on a parity with the Series A Preferred 
Shares are not paid in full, the holders of the Series A
Preferred Shares and of such other shares will share ratably in
any such distribution of assets of the Corporation in proportion to the 
full respective preference amounts to which they are entitled.

      (4)  Neither the sale of all or substantially all of the
property or business of the Corporation, nor the merger or consolidation 
of the Corporation into or with any other entity or the merger or 
consolidation of any other entity into or with the Corporation, shall be
deemed to be a dissolution, liquidation or winding up, voluntary
or involuntary, for the purposes of this Section 6.05.

 (e)  Redemption.

      (1)  Optional Redemption.  On and after August 31, 2001, the
Corporation may, at its option, redeem at any time all or, from time to time,
part of the Series A Preferred Shares at a price per share (the "Series A 
Redemption Price"), payable in cash, of $250.00, together with all accrued 
and unpaid dividends to and including the date fixed for redemption
(the "Series A Redemption Date").

      (2)  Procedures of Redemption.

           (i)  Notice of any redemption will be mailed by the
Corporation, postage prepaid, not less than 30 nor more than 60 days 
prior to the Series A Redemption Date, addressed to each holder of record 
of the Series A Preferred Shares to be redeemed at the address set forth 
in the share transfer records of the Corporation.  No failure to give such 
notice or any defect therein or in the mailing thereof shall affect
the validity of the proceedings for the redemption of any Series A Preferred
Shares except as to the holder to whom the Corporation has failed
to give notice or except as to the holder to whom notice was defective.  
In addition to any information required by law or by the applicable rules 
of any exchange upon which Series A Preferred Shares (or depositary shares
or receipts representing fractional interests in Series A
Preferred Shares) may be listed or admitted to trading, such notice shall 
state: (a) the Series A Redemption Date; (b) the Series A Redemption Price;
(c) the number of Series A Preferred Shares to be redeemed; (d) the place or
places where certificates for such shares are to be surrendered for payment
of the Series A Redemption Price; and (e) that dividends on the shares to be
redeemed will cease to accumulate on the Series A Redemption Date.

           (ii) If notice has been mailed in accordance with
subparagraph (e)(2)(i) above and provided that on or before the Series A
Redemption Date specified in such notice all funds necessary for such
redemption shall have been irrevocably set aside by the Corporation, 
separate and apart from its other funds in trust for the pro rata
benefit of the holders of the Series A Preferred Shares so
called for redemption, so as to be, and to continue to be available therefor,
then, from and after the Series A Redemption Date, dividends on the Series A 
Preferred Shares so called for redemption shall cease to accumulate, and said
shares shall no longer be deemed to be outstanding and shall not have the 
status of Series A Preferred Shares and all rights of the holders
thereof as shareholders of the Corporation (except the right to receive the
Series A Redemption Price) shall cease.  Upon surrender, in
accordance with such notice, of the certificates for any Series A 
Preferred Shares so redeemed (properly endorsed or
assigned for transfer, if the Corporation shall so require
and the notice shall so state), such Series A Preferred Shares shall 
be redeemed by the Corporation at the Series A Redemption Price.  
In case fewer than all the Series A Preferred Shares represented
by any such certificate are redeemed, a new certificate or certificates 
shall be issued representing the unredeemed Series A Preferred Shares
without cost to the holder thereof.

           (iii)     Any funds deposited with a bank or trust
company for the purpose of redeeming Series A Preferred Shares shall 
be irrevocable except that:

                (A)  the Corporation shall be entitled to receive
from such bank or trust company the interest or other earnings, if any,
earned on any money so deposited in trust, and the holders of any shares
redeemed shall have no claim to such interest or other earnings; and

                (B)  any balance of monies so deposited by the
Corporation and unclaimed by the holders of the Series A Preferred
Shares entitled thereto at the expiration of two years from the 
Applicable Series A Redemption Date shall be repaid, together with 
any interest or other earnings earned thereon, to the Corporation, 
and after any such repayment, the holders of the shares
entitled to the funds so repaid to the Corporation shall look only to the
Corporation for payment without interest or other earnings.

           (iv) No Series A Preferred Shares may be redeemed except from 
proceeds from the sale of other capital stock of the Company,
including but not limited to common stock, preferred stock, depositary 
shares, interests, participations or other ownership interests (however 
designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities) or options to 
purchase any of the foregoing.

           (v)  Unless full accumulated dividends on all Series A
Preferred Shares shall have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for 
payment for all past Dividend Periods and the then current Dividend Period, 
no Series A Preferred Shares shall be redeemed or purchased or otherwise 
acquired directly or indirectly (except by conversion into or exchange for 
Junior Shares); provided, however, that the foregoing shall not
prevent the redemption of Series A Preferred Shares pursuant
to this Section 6.05 or the purchase or acquisition of Series A 
Preferred Shares pursuant to a purchase or exchange offer made on 
the same terms to holders of all outstanding shares of Series
A Preferred A Shares.

                (vi) If the Series A Redemption Date is after a
Record Date and before the related Quarterly Dividend Date, the 
dividend payable on such Quarterly Dividend Date shall be paid to 
the holder in whose name the Series A Preferred Shares to be
redeemed are registered at the close of business on
such Record Date notwithstanding  the redemption thereof between
such Record Date and the related Quarterly Dividend Date or the 
Corporation's default in the payment of the dividend due.

           (vii)     In case of redemption of less than all Series
A Preferred Shares at the time outstanding, the Series A Preferred 
Shares to be redeemed shall be selected prorata from the holders of 
record of such shares in proportion to the number of Series
A Preferred Shares held by such holders (with adjustments to
avoid redemption of fractional shares) or by any other equitable method
determined by the Corporation.

 (f)  Voting Rights.  Except as required by law, and as set forth
below, the holders of the Series A Preferred Shares shall not be 
entitled to vote at any meeting of the shareholders for election
of Directors or for any other purpose or otherwise to participate
in any action taken by the Corporation or the shareholders thereof, 
or to receive notice of any meeting of shareholders.

      (1)  Whenever dividends on any Series A Preferred Shares
shall be in arrears for six or more quarterly periods, whether or 
not such quarterly periods are consecutive, the
holders of such Series A Preferred Shares (voting separately as a
class with all other series of preferred shares upon which like voting 
rights have been conferred and are exercisable) will
be entitled to vote for the election of two additional Directors
of the Corporation at a special meeting called by the holders of Record 
of at least ten percent (10%) of any series of preferred
shares so in arrears (unless such request is received less than
90 days before the date fixed of for the next annual or special meeting 
of the shareholders) or at the next annual meeting of
shareholders, and at each subsequent annual meeting until all
dividends accumulated on such Series A Preferred Shares for the 
past dividend periods and the then current dividend period
shall have been fully paid or declared and a sum sufficient for
the payment thereof set aside for payment.  In such case, the entire 
Board of Directors of the Corporation will be increased by two Directors.

      (2)  So long as any Series A Preferred Shares remain
outstanding, the Corporation will not, without the affirmative 
vote or consent of the holders of at least two-thirds of the
Series A Preferred Shares outstanding at the time, given in
person or by proxy, either in writing or at a meeting (such 
series voting separately as a class), (i) authorize or create, or
increase the authorized or issued amount of, any class or series
of shares of beneficial interest ranking prior to the Series A 
Preferred Shares with respect to the payment of dividends or the
distribution of assets upon liquidation, dissolution or winding
up or reclassify any authorized shares of the Corporation into 
such shares, or create, authorize or issue any obligation or
security convertible into or evidencing the right to purchase any
such shares; or (ii) amend, alter or repeal the provisions of the 
Corporation's Articles of Incorporation, whether by
merger, consolidation or otherwise (an "Event"), so as to
materially and adversely affect any  right, preference, privilege 
or voting power of the Series A Preferred Shares or the holders
thereof; provided, however, with respect to the occurrence of any
of the Events set forth in (ii) above, so long as the Series A 
Preferred Shares remain outstanding with the terms thereof
materially unchanged, taking into account that upon the
occurrence of an Event, the Corporation may not be the surviving 
entity, the occurrence of any such Event shall not be
deemed to materially and adversely affect such rights,
preferences, privileges or voting power  of holders of Series A 
Preferred Shares and provided further that (x) any increase in the
amount of the authorized Preferred Shares or the creation or
issuance of any other Series A Preferred Shares, or (u) any increase 
in the amount of authorized Series A Preferred Shares
or any other preferred shares, in each case ranking on a parity
with or junior to the Series A Preferred Shares with respect to payment 
of dividends or the distribution of assets upon liquidation, dissolution 
or winding up, shall not be deemed to materially and adversely affect
such rights, preferences, privileges or voting powers.

      The foregoing voting provisions will 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
Series A Preferred Shares shall have been redeemed or called for
redemption and sufficient funds shall have been deposited in trust to 
effect such redemption.

      (3)  On each matter submitted to a vote of the holders of
Series A Preferred Shares in accordance with this Section 6.05, or as 
otherwise required by law, each Series A Preferred
Share shall be entitled to ten (10) votes, each of which ten (10)
votes may be directed separately by the holder thereof.  With respect to 
each Series A Preferred Share, the holder thereof may designate up to ten 
(10) proxies, with each such proxy having the right to vote
a whole number of votes (totaling ten (10) votes per Series A
Preferred Share).

 (g)  Conversion.  The Series A Preferred Shares are not convertible into 
or exchangeable for any other property or securities of the Corporation.