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                                                                  EXHIBIT (3) b.

         The first sentence of Article Sixth of the Charter is deleted and
         replaced in its entirety with the following sentence:

                  The maximum number of shares of stock which the Corporation is
                  authorized to have outstanding at any time is eighty million
                  (80,000,000) shares of Common Stock of the par value of one
                  dollar ($1.00) per share (hereinafter sometimes called "Common
                  Stock"); three thousand seven hundred five (3,705) shares of
                  Cumulative Convertible Preferred Stock without nominal or par
                  value (hereinafter sometimes called "Convertible Preferred
                  Stock"); four hundred ninety nine thousand six hundred ten
                  (499,610) shares of Subordinated Cumulative Convertible
                  Preference Stock without nominal or par value (hereinafter
                  sometimes called "Subordinated Preference Stock"); three
                  million (3,000,000) shares of Subordinated Serial Preferred
                  Stock without nominal or par value (hereinafter sometimes
                  called "Serial Preferred Stock"); five million (5,000,000)
                  shares of Subordinated Cumulative Preferred Stock without
                  nominal or par value (hereinafter sometimes called "Cumulative
                  Preferred Stock"); and five million (5,000,000) shares of
                  Employees' Subordinated Convertible Preferred Stock without
                  nominal or par value (hereinafter sometimes called "Employees'
                  Preferred Stock").