Diluted Earnings Per Common Share and Diluted Average Common Shares
Outstanding

         For diluted earnings per common share, net income available to common
shareholders can be affected by the conversion of the registrant's convertible
preferred stock. Where the effect of this conversion would have been dilutive,
net income available to common shareholders is adjusted by the associated
preferred dividends. This adjusted net income is divided by the weighted average
number of common shares outstanding for each period plus amounts representing
the dilutive effect of stock options outstanding and the dilution resulting from
the conversion of the registrant's convertible preferred stock, if applicable.
The effect of convertible preferred stock is excluded from the computation of
diluted earnings per common share in periods in which the effect would be
antidilutive.

         Diluted earnings per common share was determined as follows (shares in
thousands, dollars in millions except per-share information):







                                                                 Three Months Ended
                                                                      March 31
                                                            -----------------------------
                                                                1998           1997
                                                            -------------- --------------
                                                                               
Average common shares outstanding                                 949,641        945,184


Dilutive effect of
           Convertible preferred stock                              3,606          3,948
           Stock options                                           20,314         23,537
                                                            -------------- --------------

Total dilutive shares                                             973,561        972,669
                                                            ============== ==============


Income available to common shareholders                             $ 495          $ 851
Preferred dividends paid on dilutive convertible
            preferred stock                                             2              2
                                                            -----------------------------
Total net income available to common shareholders
            adjusted for full dilution                              $ 497          $ 853
                                                            ============== ==============

Diluted earnings per common share                                   $ .51          $ .88
                                                            -------------- --------------







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