Articles of Incorporation - CSX Corp.


                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                                 CSX CORPORATION


                                    Article I

                                      NAME

                The name of the Corporation is "CSX Corporation".


                                   Article II

                                     PURPOSE

               The purpose for which the Corporation is organized is to transact
any lawful  business not required to be  specifically  stated in the Articles of
Incorporation.


                                   Article III

                                AUTHORIZED STOCK

               3.1 Number and Designation.  The Corporation shall have authority
                   ----------------------
to issue three hundred million  (300,000,000)  shares of Common Stock, par value
$1.00 per share, and twenty-five million (25,000,000) shares of Serial Preferred
Stock, without par value.

               3.2  Preemptive  Rights.  No  holder  of  capital  stock  of  the
                    ------------------
Corporation  of any class shall have any  preemptive  right to  subscribe  to or
purchase  (i) any  shares  of  capital  stock  of  this  Corporation,  (ii)  any
securities convertible into such shares or (iii) any options, warrants or rights
to purchase such shares or securities convertible into any such shares.


                                   Article IV

                             SERIAL PREFERRED STOCK

               4.1  Issuance  in  Series.  The  Board  of  Directors  is  hereby
                    --------------------
empowered to cause the Serial Preferred Stock of the Corporation to be issued in
series with such of the variations permitted by clauses (a)-(h), both inclusive,
of this  Section  4.1 as shall  have been fixed and  determined  by the Board of
Directors  with  respect to any series  prior to the issue of any shares of such
series.

               The shares of the Serial  Preferred Stock of different series may
vary as to:

               (a)  the  number  of  shares  constituting  such  series  and the
designation  of such series,  which shall be such as to  distinguish  the shares
thereof from the shares of all other series and classes;

               (b) the rate of dividend, the time of payment and, if cumulative,
the  dates  from  which  dividends  shall  be  cumulative,  and  the  extent  of
participation rights, if any;

               (c) any right to vote with  holders of shares of any other series
or class and any right to vote as a class, either generally or as a condition to
specified corporate action;

               (d) the price at and the terms and conditions on which shares
                   may be redeemed;

               (e) the amount payable upon shares in event of involuntary
                   liquidation;

               (f) the amount payable upon shares in event of voluntary
                   liquidation;

               (g) any sinking fund provisions for the redemption or purchase of
shares; and

               (h) the terms and conditions on which shares may be converted, if
the shares of any series are issued with the privilege of conversion.

               The  shares  of all  series of Serial  Preferred  Stock  shall be
identical  except as,  within the limits set forth  above in this  Section  4.1,
shall  have been fixed and  determined  by the Board of  Directors  prior to the
issuance thereof.

               On  the  date  of  these   Amended  and   Restated   Articles  of
Incorporation,  there were issued and  outstanding  shares of the Series A $7.00
Cumulative  Convertible  Preferred  Stock.  On the  date of  these  Amended  and
Restated  Articles  of  Incorporation,  there  were  authorized,  but  unissued,
3,000,000 shares of the Series B Junior Participating Preferred Stock. The dates
on which  each such  series was  authorized  by the Board of  Directors  and the
preferences,  limitations  and relative rights of the shares of each such series
not otherwise set forth in these Amended and Restated  Articles of Incorporation
are set forth in  Articles IX and X hereof.  Prior to the date of these  Amended
and Restated  Articles of  Incorporation,  the Corporation had issued the Market
Auction  Preferred  Stock,  Series C-1 and the Market Auction  Preferred  Stock,
Series C-2. On that date all of the shares of each of the aforesaid series which
had been issued had been  redeemed by the  Corporation  and no share of any such
series remained issued and outstanding. Each such series provided that shares of
the series,  when purchased,  redeemed or otherwise acquired by the Corporation,
would become authorized but unissued shares of Preferred Stock,  undesignated as
to series.

               4.2 Dividends.  The holders of the Serial Preferred Stock of each
                   ---------
series shall be entitled to receive,  if and when declared  payable by the Board
of Directors,  dividends in lawful money of the United States of America, at the
dividend rate for such series,  and not exceeding such rate except to the extent
of any  participation  right.  Such dividends  shall be payable on such dates as
shall be fixed for such series.  Dividends,  if cumulative and in arrears, shall
not bear interest.

               No dividends  shall be declared or paid upon or set apart for the
Common Stock or for stock of any other class hereafter created ranking junior to
the Serial Preferred Stock in respect of dividends or assets (hereinafter called
Junior Stock),  and no shares of Serial Preferred Stock,  Common Stock or Junior
Stock shall be purchased,  redeemed or otherwise reacquired for a consideration,
nor  shall any funds be set  aside  for or paid to any  sinking  fund  therefor,
unless and until (i) full dividends on the outstanding Serial Preferred Stock at
the dividend rate or rates therefor,  together with the full  additional  amount
required by any  participation  right,  shall have been paid or declared and set
apart for payment with respect to all past dividend periods,  to the extent that
the holders of the Serial Preferred Stock are entitled to dividends with respect
to any past  dividend  period,  and the current  dividend  period,  and (ii) all
mandatory  sinking  fund  payments  that shall have become due in respect of any
series of the Serial Preferred Stock shall have been made. Unless full dividends
with respect to all past dividend  periods on the outstanding  Serial  Preferred
Stock at the dividend rate or rates  therefor,  to the extent the holders of the
Serial  Preferred Stock are entitled to dividends with respect to any particular
past dividend period,  together with the full additional  amount required by any
participation  right, shall have been paid or declared and set apart for payment
and all mandatory sinking fund payments that shall have become due in respect of
any series of the Serial  Preferred Stock shall have been made, no distributions
shall be made to the holders of the Serial  Preferred Stock of any series unless
distributions  are made to the  holders  of the  Serial  Preferred  Stock of all
series  then  outstanding  in  proportion  to  the  aggregate   amounts  of  the
deficiencies in payments due to the respective series, and all payments shall be
applied,  first,  to  dividends  accrued  and in  arrears,  next,  to any amount
required by any participation  right,  and,  finally,  to mandatory sinking fund
payments.  The terms "current  dividend period" and "past dividend period" mean,
if two or more  series of  Serial  Preferred  Stock  having  different  dividend
periods are at the time  outstanding,  the current  dividend  period or any past
dividend period, as the case may be, with respect to each such series.

               4.3 Preference on Liquidation.  In the event of any  liquidation,
                   -------------------------
dissolution  or  winding  up of the  Corporation,  the  holders  of  the  Serial
Preferred  Stock of each series  shall be  entitled  to receive,  for each share
thereof,  the  fixed  liquidation  price  for such  series,  plus,  in case such
liquidation,  dissolution  or winding up shall  have been  voluntary,  the fixed
liquidation  premium for such series,  if any,  together in all cases with a sum
equal to all  dividends  accrued or in arrears  thereon and the full  additional
amount  required by any  participation  right,  before any  distribution  of the
assets  shall be made to holders of the Common  Stock or Junior  Stock;  but the
holders  of  the  Serial  Preferred  Stock  shall  be  entitled  to  no  further
participation in such distribution.  If, upon any such liquidation,  dissolution
or  winding  up,  the  assets  distributable  among the  holders  of the  Serial
Preferred  Stock  shall  be  insufficient  to  permit  the  payment  of the full
preferential amounts aforesaid,  then such assets shall be distributed among the
holders of the Serial Preferred Stock then outstanding  ratably in proportion to
the full preferential amounts to which they are respectively  entitled.  For the
purposes of this Section 4.3, the expression  "dividends  accrued or in arrears"
means, in respect of each share of the Serial Preferred Stock of any series at a
particular  time,  an amount  equal to the product of the rate of  dividend  per
annum applicable to the shares of such series  multiplied by the number of years
and any  fractional  part of a year that shall have  elapsed  from the date when
dividends on such shares became  cumulative to the  particular  time in question
less the total amount of dividends actually paid on the shares of such series or
declared and set apart for payment  thereon;  provided,  however,  that,  if the
dividends on such shares shall not be fully  cumulative,  such expression  shall
mean the dividends,  if any, cumulative in respect of such shares for the period
stated in the  articles  of serial  designation  creating  such  shares less all
dividends paid in or with respect to such period.


                                    Article V

                                  COMMON STOCK

               5.1 Dividends. Subject to the provisions of law and the rights of
                   ---------
holders of shares at the time  outstanding  of all classes of stock having prior
rights as to  dividends,  the  holders of Common  Stock at the time  outstanding
shall be entitled to receive such dividends at such times and in such amounts as
the Board of Directors may deem advisable.

               5.2 Liquidation. In the event of any liquidation,  dissolution or
                   -----------
winding up (whether  voluntary or  involuntary)  of the  Corporation,  after the
payment or provision for payment in full for all debts and other  liabilities of
the Corporation and all  preferential  amounts to which the holders of shares at
the time  outstanding  of all classes of stock having prior rights thereto shall
be entitled,  the remaining net assets of the  Corporation  shall be distributed
ratably among the holders of the shares at the time outstanding of Common Stock.

               5.3    Voting  Rights.  The  holders of Common  Stock shall be
                      --------------
entitled to one vote per share on all matters.


                                   Article VI

                               NUMBER OF DIRECTORS

               The number of directors  shall be fixed by the By-Laws or, in the
absence of a By-law fixing the number, the number shall be four.


                                   Article VII

                     LIMIT ON LIABILITY AND INDEMNIFICATION

               7.1    Definitions.  For purposes of this Article the following
                      -----------
definitions shall apply:
                      (a)    "Corporation"   means  this  Corporation,
                              -----------
including  Chessie  System,  Inc.  and Seaboard Coast Line Industries, Inc. and
no other predecessor entity or other legal entity;

                      (b)    "expenses"   include   counsel   fees,   expert
                              --------
witness   fees,   and  costs  of investigation,   litigation  and  appeal,   as
well  as  any  amounts   expended  in  asserting  a  claim  for
indemnification;

                      (c)    "liability" means the obligation to pay a judgment,
                              ---------
settlement,  penalty,  fine, or other such obligation,  including,  without
limitation,  any excise tax assessed with respect to an employee
benefit plan;
                      (d)    "legal entity" means a corporation,  partnership,
                              ------------
joint venture,  trust, employee benefit plan or other enterprise;

                      (e)    "predecessor  entity"  means a legal entity the
                              -------------------
existence of which ceased upon its acquisition by the Corporation in a merger or
otherwise; and
                      (f)    "proceeding"   means  any  threatened,   pending,
                              ----------
or  completed  action,   suit, proceeding or appeal whether civil,  criminal,
administrative  or investigative and whether formal or informal.

               7.2  Limit on  Liability.  In  every  instance  permitted  by the
                    -------------------
Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter
be amended,  the  liability of a director or officer of the  Corporation  to the
Corporation or its shareholders arising out of a single transaction,  occurrence
or course of conduct shall be limited to one dollar.

               7.3  Indemnification  of Directors and Officers.  The Corporation
                    ------------------------------------------
shall  indemnify any  individual who is, was or is threatened to be made a party
to a proceeding  (including a proceeding by or in the right of the  Corporation)
because such individual is or was a director or officer of the  Corporation,  or
because such  individual  is or was serving the  Corporation  or any other legal
entity  in  any  capacity  at  the  request  of  the  Corporation,  against  all
liabilities  and  reasonable  expenses  incurred in the  proceeding  except such
liabilities and expenses as are incurred  because of such  individual's  willful
misconduct or knowing  violation of the criminal  law.  Service as a director or
officer of a legal entity  controlled by the Corporation shall be deemed service
at the request of the Corporation.  The determination that indemnification under
this Section 7.3 is permissible and the evaluation as to the  reasonableness  of
expenses  in a  specific  case  shall be made,  in the  case of a  director,  as
provided by law,  and in the case of an  officer,  as provided in Section 7.4 of
this  Article;  provided,  however,  that if a majority of the  directors of the
Corporation  has changed  after the date after the date of the  alleged  conduct
giving rise to a claim for  indemnification,  such  determination and evaluation
shall, at the option of the person claiming indemnification,  be made by special
legal counsel  agreed upon by the Board of Directors  and such person.  Unless a
determination  has  been  made  that  indemnification  is not  permissible,  the
Corporation  shall make advances and  reimbursements  for expenses incurred by a
director or officer in a  proceeding  upon receipt of an  undertaking  from such
director or officer to repay the same if it is ultimately  determined  that such
director or officer is not entitled to  indemnification.  Such undertaking shall
be an  unlimited,  unsecured  general  obligation of the director or officer and
shall be accepted without  reference to such director's or officer's  ability to
make repayment. The termination of a proceeding by judgment,  order, settlement,
conviction,  or upon a plea of nolo  contendere or its  equivalent  shall not of
itself create a presumption that a director or officer acted in such a manner as
to make such director or officer ineligible for indemnification. The Corporation
is  authorized  to  contract  in  advance to  indemnify  and make  advances  and
reimbursements  for  expenses  to any of its  directors  or officers to the same
extent provided in this Section 7.3.

               7.4  Indemnification  of Others. The Corporation may, to a lesser
                    --------------------------
extent or to the same extent that it is required to provide  indemnification and
make  advances and  reimbursements  for expenses to its  directors  and officers
pursuant  to  Section  7.3 of this  Article,  provide  indemnification  and make
advances  and  reimbursements  for  expenses to its  employees  and agents,  the
directors,  officers,  employees and agents of its  subsidiaries and predecessor
entities,  and any person  serving any other legal entity in any capacity at the
request  of  the  Corporation,  and  may  contract  in  advance  to do  so.  The
determination that  indemnification  under this Section 7.4 is permissible,  the
authorization   of  such   indemnification   and  the   evaluation   as  to  the
reasonableness  of expenses in a specific case shall be made as authorized  from
time to time by  general or  specific  action of the Board of  Directors,  which
action may be taken before or after a claim for  indemnification  is made, or as
otherwise  provided by law. No person's rights under Section 7.3 of this Article
shall be limited by the provisions of this Section 7.4.

               7.5  Miscellaneous.   The  rights  of  each  person  entitled  to
                    -------------
indemnification  under this Article  shall inure to the benefit of such person's
heirs,  executors and  administrators.  Special  legal counsel  selected to make
determinations   under  this  Article  may  be  counsel  for  the   Corporation.
Indemnification  pursuant to this  Article  shall not be  exclusive of any other
right  of  indemnification  to  which  any  person  may be  entitled,  including
indemnification pursuant to a valid contract,  indemnification by legal entities
other than the  Corporation  and  indemnification  under  policies of  insurance
purchased and maintained by the Corporation or others.  However, no person shall
be entitled to  indemnification  by the Corporation to the extent such person is
indemnified by another,  including an insurer.  The Corporation is authorized to
purchase and  maintain  insurance  against any  liability it may have under this
Article or to protect any of the  persons  named  above  against  any  liability
arising from their service to the  Corporation  or any other legal entity at the
request of the Corporation  regardless of the  Corporation's  power to indemnify
against such  liability.  The  provisions of this Article shall not be deemed to
preclude the Corporation from entering into contracts otherwise permitted by law
with any  individuals or legal  entities,  including  those named above.  If any
provision of this Article or its application to any person or  circumstances  is
held  invalid by a court of competent  jurisdiction,  the  invalidity  shall not
affect other  provisions or  applications  of this Article,  and to this end the
provisions of this Article are severable.

               7.6 Application; Amendments. The provisions of this Article shall
                   -----------------------
be  applicable  from and  after  its  adoption  even  though  some or all of the
underlying  conduct or events  relating to a proceeding may have occurred before
its  adoption.  No  amendment,  modification  or  repeal of this  Article  shall
diminish the rights  provided  hereunder  to any person  arising from conduct or
events occurring before the adoption of such amendment, modification or repeal.


                                  Article VIII

                UNSURRENDERED SHARES OF CHESSIE SYSTEM, INC. AND

                      SEABOARD COAST LINE INDUSTRIES, INC.

               8.1    Conversion of Shares.  On October 31, 1980 (the "Merger
                      --------------------
Date"),  the  outstanding  shares of Chessie Systems,  Inc.  ("Chessie") and
Seaboard Coast Line Industries,  Inc.  ("Industries") were converted by
operation of law into shares of the Corporation.

               8.2  Failure  to  Surrender  Shares.  No holder  of a Chessie  or
                    ------------------------------
Industries  common stock certificate shall be entitled to vote at any meeting of
stockholders of the Corporation or to receive any dividends from the Corporation
until  surrender of his  certificate in exchange for a certificate for shares of
the Corporation's Common Stock. Upon such surrender,  there shall be paid to the
holder the amount of dividends  (without interest thereon) that have theretofore
become  payable,  but that have not been paid by reason of the  foregoing,  with
respect  to the  number  of  whole  shares  of the  Corporation's  Common  Stock
represented  by the  certificates  issued in exchange.  The  Corporation  shall,
however,  be  entitled  after  the  Merger  Date to treat  the  certificates  of
outstanding  common stock of Chessie and  Industries as evidencing the ownership
of the number of full shares of the  Corporation's  Common  Stock into which the
Chessie and Industries shares, represented by such certificates, shall have been
converted, notwithstanding the failure to surrender such certificates.


                                   Article IX

                        SERIAL PREFERRED STOCK, SERIES A

               Pursuant to a resolution adopted by the Board of Directors of the
Corporation  on April  20,  1982,  250,000  shares  of  Serial  Preferred  Stock
constitute a series of Serial Preferred Stock designated as the $7.00 Cumulative
Convertible  Preferred  Stock,  Series A ($100  Stated  Value)  (the  "Series  A
Stock"), the shares of which have the following rights and preferences:

               9.1    Designation.  The  designation  of the series of Serial
                      -----------
Preferred  Stock shall be "$7.00 Cumulative Convertible Preferred Stock, Series
A ($100 Stated Value)."

               9.2 Dividends.  The holders of shares of the Series A Stock shall
                   ---------
be  entitled  to  receive,  when and as  declared  by the  Board  of  Directors,
dividends in cash in the amount of $7.00 per share per annum,  payable quarterly
on the last business day of January,  April, July and October in each year (each
of the  quarterly  periods  ending  on the  last  business  day of such  months,
respectively,  being hereinafter called a "dividend period"); provided, however,
no  dividend  shall be  payable as to any  payment  date  occurring  in the same
calendar  month in which the  initial  issuance  of the  Series A Stock  occurs.
Dividends on shares of the Series A Stock shall be  cumulative  commencing  with
the first day of the first  dividend  period for which a dividend  is payable in
accordance  with the first  sentence of this  subdivision  (whether or not there
shall be net profits or net assets of the Corporation  legally available for the
payment of such dividends). All dividends declared upon the shares of the Series
A Stock  shall be  declared  pro rata.  Holders  of shares of the Series A Stock
shall not be entitled to any  dividends,  whether  payable in cash,  property or
stock, in excess of the dividends provided for herein.

               9.3    Redemption.  The shares of the Series A Stock shall
                      ----------
be subject to redemption as follows:

                      (a)    Mandatory  Redemption  Requirement.  On the last
                             ----------------------------------
day of the  dividend  period  for the Series A Stock which includes the sixth
anniversary of the initial issuance of the Series A Stock, and on the last day
of each corresponding dividend period in the four successive  twelve-month
periods (the "Mandatory Redemption Dates"), the  Corporation  shall  redeem any
shares of the  Series A Stock  constituting Mandatory Redemption Shares in
accordance with the provisions hereof (other than any such Mandatory Redemption
Shares that have been converted or surrendered for conversion  pursuant to
subdivision (6) hereof), at the redemption price of $100 a share.  "Mandatory
Redemption  Shares" shall be the 50,000 shares of Series A Stock  selected in
each year by the  transfer  agent by lot as of the dates (the "Redemption Record
Dates") 90 days prior to the first, second, third, fourth and fifth  Redemption
Dates,  respectively,  from a pool  consisting  of all of the shares of the
Series A Stock  originally  issued,  less any  shares of Series A Stock selected
as  Mandatory Redemption  Shares  in a prior  year.  Mandatory Redemption Shares
shall be selected by the transfer agent by lot among the stock certificates
representing  shares  of the  Series A Stock as of the  respective Redemption
Record Dates and a hypothetical stock certificate representing all of the shares
of the Series A Stock that have been  converted  or  surrendered  for conversion
on or prior to the respective  Redemption  Record Dates,  except that shares
previously drawn for redemption  shall  not  be  included  in  such hypothetical
stock   certificates;   provided   that  in  such  lot  selection certificates
representing more than 10 shares of Series A Stock,  including the hypothetical
certificate  representing  converted  shares,  shall  be  assigned separate lot
numbers for each whole or partial 10-share unit represented by such
certificates.

                      (b)    Optional  Redemption  Right.  At any  time  after
                             ---------------------------
the  fifth  anniversary  of the initial  issuance of the Series A Stock, the
Corporation may call for redemption all of the outstanding  Series A Stock (the
"Optional  Redemption  Shares") at a price of $110 a share  within 60 days of
the class vote  referred  to below (the "Optional  Redemption Date"), if (i) the
shares of the Series A Stock shall have voted as a class,  either separately or
together with shares of any other series of Serial  Preferred Stock, as a
condition to the taking of any corporate action other  than  action  which would
change the  Series A Stock  dividend  rights, liquidation preference,  mandatory
redemption rights, redemption premium, voting rights or conversion rights,  (ii)
the vote necessary to constitute  approval of that  action by such  class  shall
not have  been  obtained  and (iii) the vote, necessary  to constitute  approval
of that action by the holders of the Common Stock shall have been obtained.

                      (c)    Redemption  Procedure.  Notice  of  redemption  of
                             ---------------------
shares  of the  Series A Stock shall be given by a notice  stating the Mandatory
or Optional  Redemption  Date, respectively, mailed by first class mail not less
than 30 nor more than 60 days prior to the date fixed for redemption to the
registered  holders of the shares constituting the Mandatory or Optional
Redemption Shares, respectively, at their addresses as shown on the books of the
Corporation. On or at any time before the Mandatory or Optional Redemption Date,
respectively,  the  Corporation  shall deposit in trust, for the account of the
holders of the shares  redeemed, funds necessary for such redemption with a bank
or trust company in Richmond, Virginia or New  York,  New  York, having  capital
and  surplus  aggregating  at  least $50,000,000.  Upon the  making as
hereinabove  provided  of the  notice of such redemption, provided  such  notice
specifies  the office of such bank or trust company  where such deposit in trust
has been made (or the date on which it will be made) and states that deposit is
(or shall be)  immediately  available to the holders of the  shares to be
redeemed,  and upon the making of such  deposit in trust together with
irrevocable  instructions  and authority to pay the amounts due upon redemption,
then all shares with respect to the  redemption  of which such  deposit and
instructions  shall have been made and such  notice  therefor given  shall,
whether  or  not  the  certificates   therefor  shall  have  been surrendered
for  cancellation,  be deemed no longer to be  outstanding  for any purpose,
and all rights with respect to such shares shall  thereupon cease and terminate,
except  only the right of the holders of the  certificates  for such shares to
receive,  out of the funds so deposited  in trust,  from and after the date of
such deposit,  the amount payable upon the redemption thereof (including all
accumulated  dividends),  without interest,  and the right of the holders of
such shares to convert them as provided in subdivision (6) hereof.  Any interest
on the funds so deposited shall be paid to the Corporation.

                      (d)    Payment of Dividends at  Redemption.  Before
                             -----------------------------------
redeeming any shares of the Series A Stock, all accumulated  dividends on the
Series A Stock,  including the dividend payable on the  Redemption  Date,  shall
be declared and paid on the  Redemption Date.

               9.4. Rights on Liquidation, Dissolution, Winding Up. In the event
                    ----------------------------------------------
of any  involuntary or voluntary  liquidation,  dissolution or winding up of the
Corporation,  the  holders  of the  Series  A Stock  then  outstanding  shall be
entitled to be paid out of assets of the Corporation  available for distribution
to its  stockholders an amount equal to $100 per share,  plus an amount equal to
accumulated and unpaid dividends to and including the date on which such payment
is made,  but the  holders  of Series A Stock  shall be  entitled  to no further
participation in such distribution.

               9.5  Voting.  Except as  otherwise  provided  by law,  the voting
                    ------
rights of the holders of the Series A Stock shall be as follows:

                      (a)    Each  holder of shares of the  Series A Stock shall
be  entitled  to one vote for each share held,  and the shares of such series,
the shares of Common Stock and any other class of stock of the  Corporation then
having  general voting rights shall vote together as one class.

                      (b)    In the event that at any time or from time to time,
while  any  shares  of the Series  A Stock  are  outstanding,  six or  more
quarterly  dividends,  whether consecutive  or not, on any shares of the Series
A Stock shall be in arrears and unpaid,  whether  or not  earned or  declared,
then the  holders  of all of the outstanding  shares of the Series A Stock
together with the holders of any other series of Serial Preferred Stock then
entitled to such a vote under the terms of the Articles of Incorporation  of the
Corporation,  voting as a single  class, shall be  entitled  to elect  two
members  of the  Board  of  Directors  of the Corporation.  Immediately  after
the  occurrence  of such  event,  the number of directors  of the  Corporation
shall be  increased by two and (unless a regular meeting of  stockholders of the
Corporation is to be held within 60 days for the purpose of electing  directors)
the Corporation  shall give prompt notice to the holders of all of the
outstanding  shares of the Serial  Preferred Stock then so entitled  to such a
vote of a special  meeting  of such  holders  to take  place within 60 days
after the  occurrence  of such event.  If such meeting  shall not have been
called as so  provided,  such  meeting may be called at the expense of the
Corporation  by the  holders of not less than five  percent of such  Serial
Preferred Stock at the time  outstanding,  on written notice specifying the time
and  place of the  meeting  given by mail not less than ten days or more than 30
days before the date of such meeting  specified in such notice.  At such meeting
the  holders  of all of such  Serial  Preferred  Stock at the time  outstanding,
voting as a single  class,  shall  have the  right to elect  the two  additional
members of the Board of Directors of the Corporation.

               If a regular  meeting of the  stockholders of the Corporation for
the  purpose  of  electing  directors  is to be held  within  60 days  after the
occurrence  of such event,  then at such  meeting,  and,  in any event,  at each
subsequent meeting of the stockholders of the Corporation called for the purpose
of electing  directors,  the holders of such Serial  Preferred Stock at the time
outstanding, voting as a single class, shall have the right to elect two members
of the Board of Directors on the same conditions as stated above.

               At any special or regular  meeting  provided  for in the next two
preceding  paragraphs,  each  outstanding  share of such Serial  Preferred Stock
shall be entitled to one vote for the  election of the  directors  provided  for
herein;  the holders of a majority of the shares of such Serial  Preferred Stock
at the time outstanding shall constitute a quorum;  and a plurality vote of such
quorum shall govern.

               The  directors  elected by the holders of such  Serial  Preferred
Stock shall hold office until their  successors  shall be elected.  The right of
holders of the Serial  Preferred  Stock to elect such two  additional  directors
shall continue until such time as all accumulated  dividends on such shares have
been paid in full.  The right  shall be  terminated  for the time  being and the
terms of the directors so elected shall automatically expire at such time as all
dividends on all  outstanding  shares of such Serial  Preferred stock in arrears
shall have been paid in full.

               9.6 Conversion.  (a) The Series A Stock shall be convertible,  at
                   ----------
the option of the holder thereof,  at any time upon surrender,  to any office or
agency maintained by the Corporation from time to time for this purpose,  of the
certificates  evidencing  the  shares  to be  converted,  into  fully  paid  and
nonassessable  shares of Common Stock of the  Corporation at the conversion rate
in effect at the time of conversion  determined as  hereinafter  provided.  Each
share of Series A Stock shall initially be convertible into two shares of Common
Stock. Any share of Series A Stock called for redemption or for which payment is
provided upon any liquidation,  dissolution or winding up of the Corporation may
be converted, provided that the certificate evidencing such share is surrendered
for conversion at any time on or before the date fixed by the Corporation, which
date shall not be earlier than 3:00 p.m.,  Richmond,  Virginia business time, on
the  second  full  business  day  immediately   preceding  the  Redemption  Date
(excluding in such computation of date the Redemption Date), as the case may be.
Upon  conversion,  any payment or adjustment  shall be made for dividends on any
class of shares.

                      (b) The  number  of shares  of  Common  Stock and the
number of shares of stock of other classes of the Corporation, if any, into
which each share of the Series A Stock is convertible shall be subject to
adjustment from time to time, as follows:

                             (i) in case the Corporation  shall take a record of
the  holders of Common  Stock to (A)  declare  and pay a  dividend  or
distribution  payable in shares of its capital  stock,  (B) subdivide or split
its  outstanding  shares of Common Stock into a larger  number of shares,  (C)
combine its  outstanding  shares of Common Stock  into a smaller  number of
shares,  or (D) issue any  capital  stock (all shares so  issued  to be included
in the term  "Common  Stock" as used in this paragraph (i)) as a result of a
reclassification or a change of the terms of its outstanding  shares of Common
Stock,  the holder of each share of Series A Stock shall thereafter be entitled
to receive, upon conversion, the number and kind of shares of Common Stock of
the Corporation he would have been entitled to receive after any of the events
described above had such conversion occurred immediately prior to such record
date.

                             (ii) in case the  Corporation  shall  take a record
of the  holders  of its Common Stock for the  purpose of  issuing  any rights or
warrants  entitling  them to subscribe for or purchase shares of Common Stock at
a price per share less than the average  market price per share of Common Stock
(as defined in paragraph (v) of this  subdivision  6(b)) for the date at which
such record is taken,  in each such case,  the number of shares of Common Stock
into which each share of Series A Stock shall  thereafter be convertible  shall
be determined by multiplying the number of shares of Common  Stock  into  which
such share of Series A Stock was immediately  theretofore convertible by a
fraction, of which the numerator shall be the sum of the number of shares of
Common  Stock  outstanding  at the time of the taking of such record plus the
number of  additional  shares of Common Stock so offered for subscription or
purchase,  and of which the denominator  shall be the sum of the number of
shares of Common Stock  outstanding  at the time of the taking of such record
plus the number of shares of Common  Stock which could be purchased  at the
average  market price per share of Common Stock (as defined in paragraph  (v) of
this  subdivision  6(b))  for such  date  with  the  aggregate offering price of
 the total number of shares so offered.

                             (iii)  in case the Corporation  shall take a record
of the  holders of Common Stock to distribute to the holders of its Common Stock
evidences of indebtedness or assets (excluding cash dividends),  then the number
of shares of Common Stock into which each share of Series A Stock shall
thereafter be convertible shall be determined by  multiplying  the number of
shares of Common Stock into which such share of Series A Stock was immediately
theretofore convertible by a fraction of which the numerator  shall be the
average market price per share of Common Stock (as defined in paragraph (v) of
this subdivision  6(b)) for the record date, and of which the  denominator
shall be the average market price per share of Common Stock for such date, less
the fair market value (as reasonably determined by the Board of Directors of the
Corporation,  whose determination shall be conclusive, and described in a
statement  filed with the Transfer  Agent or Transfer  Agents for the Series A
Stock and for the Common Stock) of the portion of the assets or evidences of
indebtedness  so distributed  applicable to one of the outstanding shares of the
Common Stock.

                             (iv) in case of any reorganization,
recapitalization,  consolidation,  merger, or sale,  transfer,  exchange  or
conveyance  of all or  substantially  all of the property or assets of the
Corporation as a result of which the holders of Common Stock shall be entitled
to receive stock, other securities, cash or other assets with respect to or in
exchange for Common Stock, the holder of a share of Series A Stock shall have
the right  thereafter to convert such share into the kind and amount of shares
of stock or other  securities or other assets  receivable  upon such
reorganization,  recapitalization,  consolidation,  merger, sale, transfer,
exchange or  conveyance by a holder of the number of shares of Common Stock into
which such share of Series A Stock might have been converted  immediately  prior
to such reorganization, recapitalization, consolidation, merger, sale, transfer,
exchange or conveyance and shall have no other conversion  rights with regard to
such share of Series A Stock.

                             (v) the term  "average  market price  per  share of
Common  Stock"  for any date shall mean the average of the daily  closing prices
for the thirty  consecutive business days commencing  forty-five  business days
before the date in question.  The  closing  price  for each day  shall be as
reported  on the New York  Stock Exchange-Composite Transactions.

                             (vi) no  adjustment  in the number of shares of
Common  Stock into which any share of Series A Stock is convertible  shall be
required unless such adjustment would require an increase  or  decrease of at
least one percent  (1%) in the number of shares of Common Stock into which a
share of Series A Stock is then convertible; provided,  however,  that any
adjustments which by reason of this paragraph (vi) are not  required to be made
shall be carried  forward and taken into account in any subsequent  adjustment;
and provided,  further,  that  notwithstanding  the foregoing,  adjustment shall
be made not later  than the  earlier  of (A) three years after the  occurrence
of any of the events  specified in  paragraphs  (i), (ii) and  (iii)  of this
subdivision  6(b)  and (B) the  date as to  which  the aggregate  adjustments
not  previously  made would require a total  increase or decrease of 1% in the
conversion rate. All  calculations  under this subdivision 6(b) shall be made to
the nearest cent or the nearest one-hundredths of a share, as the case may be.

                             Except as  otherwise  provided in this  subdivision
6(b),  no  adjustment  of the conversion  rate  shall be made by  reason of the
issuance  of shares of Common Stock in exchange for cash, property or services.

                             (vii) if the  Corporation  shall take a record for
the purpose of  entitlement  to any dividend,  distribution, rights or warrants,
and thereafter legally abandon its plan to pay or deliver such dividend,
distribution, rights or warrants, then no adjustment in the number of shares of
Common Stock, or of other shares of the Corporation  into  which any share of
Series A Stock is  convertible,  shall be required.

                             (viii) in the event that at any time as a result of
an  adjustment  made  pursuant to paragraph (i) of this subdivision  6(b), the
holder of any shares of Series A Stock  shall  become  entitled  to receive  any
shares of capital  stock of the Corporation  other than Common Stock or shares
of stock or other  securities  or another  corporation  pursuant to subparagraph
(iv) of this  subdivision  6(b), thereafter the number of such other shares or
amount of such other securities so receivable  upon  conversion  of any share of
Series A Stock shall be subject to adjustment from time to time in the manner
and on the terms as nearly equivalent as practicable to the provisions  with
respect to the Common Stock  contained in paragraphs  (i) through (vii) of this
subdivision  6(b), to the extent they can appropriately apply on like terms to
such other shares.

                      (c)    Whenever any  adjustment  is required in the shares
into which any share of Series A Stock is  convertible,  the  Corporation  shall
forthwith  (i) file  with the Transfer  Agent or  Transfer  Agents  for the
Series A Stock and for the Common Stock a statement  describing in reasonable
detail the adjustment and the method of calculation  used,  (ii) cause a notice
stating the nature and amount of such adjustment  to be published at least once
in a newspaper  printed in the English language  and  customarily  published  on
each  business  day  and  of  general circulation  in the City of  Richmond,
Virginia  and (iii) cause a copy of such notice to be mailed to the holders of
record of shares of Series A Stock,  first class,  postage prepaid, at their
respective address as the same shall appear on the books of the Corporation.

                      (d)    No  fractional  shares or scrip  representing
fractional  shares  shall be issued upon the  conversion  of any Series A Stock.
If the  conversion of any Series A Stock results in a fraction,  an amount equal
to such fraction multiplied by the average  market  price per share of Common
Stock  (determined  as  provided  in paragraph (v) of subdivision  6(b)) of the
Common Stock on the day of conversion shall be paid to such holder in cash by
the Corporation.

                      (e)    The  Corporation  shall  at  all  times  reserve
and  keep  available  out of its authorized  but unissued shares the full number
of shares into which all shares of Series A Stock from time to time outstanding
are convertible.

               9.7 Retirement of Redeemed  Shares,  etc.  Shares of the Series A
                   ------------------------------------
Stock  which have been  acquired  by the  Corporation  shall not be  reissued as
Series A Stock but shall be retired and cancelled in the manner  provided by law
and shall become authorized as Serial Preferred Stock undesignated as to Series.
Shares of Series A Stock which are held by the  Corporation  shall not be deemed
outstanding for any purpose.


                                    Article X

                        SERIAL PREFERRED STOCK, SERIES B

               Pursuant to resolutions  adopted by the Board of Directors of the
Corporation  on April 29,  1986 and June 27,  2000,  3,000,000  shares of Serial
Preferred Stock  constitute a series of Serial Preferred Stock designated as the
Junior  Participating  Preferred  Stock,  Series B (the  "Series B Stock"),  the
shares of which have the following rights and preferences;

               10.1.  Designation and Amount. The shares of such series shall be
                      ----------------------
designated as "Junior Participating Preferred Stock, Series B" and the number of
shares constituting such series shall be 3,000,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors;  provided,  that
no decrease  shall reduce the number of shares of the Series B Stock to a number
less than that of the shares then outstanding.

               10.2.  Dividends and Distributions.
                      ---------------------------

               (a)  Subject to the prior and  superior  rights of the holders of
any shares of any series of Preferred  Stock  ranking  prior and superior to the
shares of the Series B Stock with respect to dividends, the holders of shares of
the  Series B  Stock,  in  preference  to the  holders  of  Common  Stock of the
Corporation and of any other junior stock,  shall be entitled to receive,  when,
as and if declared by the Board of Directors out of funds legally  available for
the purpose,  quarterly  dividends  payable in cash on the fifteenth day (or, if
not a business day, the preceding  business day) of March,  June,  September and
December in each year (each such date being  referred to herein as a  "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the  first  issuance  of a share or  fraction  of a share of the  Series B
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1.00 or (b) subject to the  provision  for  adjustment  hereinafter  set
forth,  100 times the aggregate per share amount of all cash dividends,  and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Common Stock,
or a subdivision of the outstanding shares of Common Stock (by  reclassification
or  otherwise),  declared on the Common  Stock since the  immediately  preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment  Date,  since the first  issuance of any share or fraction of a share of
the Series B Stock. In the event the Corporation shall at any time after May 29,
1998  declare or pay any  dividend on Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of the Series B Stock were entitled immediately prior to such event under
clause (b) of the  preceding  sentence  shall be  adjusted by  multiplying  such
amount by a fraction  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.

               (b) The  Corporation  shall declare a dividend or distribution on
the Series B Stock as  provided in  paragraph  (a) of this  Section  immediately
after it declares a dividend or  distribution  on the Common Stock (other than a
dividend  payable in shares of Common  Stock);  provided  that,  in the event no
dividend or distribution shall have been declared on the Common Stock during the
period  between any  Quarterly  Dividend  Payment  Date and the next  subsequent
Quarterly  Dividend  Payment Date, a dividend of $1.00 per share on the Series B
Stock  shall  nevertheless  be payable  on such  subsequent  Quarterly  Dividend
Payment Date.

               (c)  Dividends  shall  begin  to  accrue  and  be  cumulative  on
outstanding  shares of the Series B Stock from the  Quarterly  Dividend  Payment
Date next  preceding  the date of issue of such  shares  of the  Series B Stock,
unless  the date of issue of such  shares  is prior to the  record  date for the
first  Quarterly  Dividend  Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares,  or unless the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the  determination  of holders of shares of the Series B Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear  interest.  Dividends  paid on the  shares of the  Series B Stock 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  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of  holders of shares of the Series B Stock
entitled to receive  payment of a dividend  or  distribution  declared  thereon,
which record date shall be not more than 60 days prior to the date fixed for the
payment thereof.

               10.3.  Voting  Rights.  The  holders  of shares of the Series B
                      --------------
Stock  shall have the  following voting rights:

               (a)  Subject to the  provision  for  adjustment  hereinafter  set
forth,  each share of the Series B Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the shareholders of the Corporation.
In the event the Corporation shall at any time after May 29, 1998 declare or pay
any  dividend on Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  number of votes per share to which  holders  of shares of
the  Series B Stock  were  entitled  immediately  prior to such  event  shall be
adjusted by multiplying  such number by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

               (b) Except as otherwise provided herein or by law, the holders of
Shares of the  Series B Stock and the  holders of shares of Common  Stock  shall
vote together as one class on all matters submitted to a vote of shareholders of
the Corporation.

               (c)  Except as set forth  herein,  holders  of the Series B Stock
shall have no special  voting  rights and their  consent  shall not be  required
(except to the extent they are  entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.

               10.4.  Certain Restrictions.
                      --------------------

               (a)  Whenever   quarterly   dividends   or  other   dividends  or
distributions  payable  on the  Series B Stock as  provided  in Section 2 are in
arrears,   thereafter   and  until  all   accrued  and  unpaid   dividends   and
distributions,  whether  or not  declared,  on  shares  of the  Series  B  Stock
outstanding shall have been paid in full, the Corporation shall not:

                      (i)    declare,  set apart or pay  dividends  on or make
any other  distributions  on the Common Stock or any shares of stock  ranking
junior  (either as to dividends or upon liquidation, dissolution or winding up)
to the Series B Stock;

                      (ii)   declare  or pay  dividends  on or make any other
distributions  on any  shares of stock  ranking  on a  parity  (either  as  to
dividends  or  upon  liquidation, dissolution  or  winding  up) with the  Series
B Stock,  except  dividends  paid ratably on the Series B Stock and all such
parity stock on which  dividends  are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled; or

                      (iii)  redeem or purchase or otherwise acquire for
consideration  shares of the Series B Stock, any such parity stock or any stock
ranking junior (either as to dividends or upon liquidation,  dissolution or
winding up) with the Series B Stock, or set aside for or pay to any sinking fund
therefore.

               (b) 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 (a) of
this  Section 4 purchase or  otherwise  acquire  such shares at such time and in
such manner.

               10.5.  Reacquired  Shares.  Any  shares  of the  Series  B  Stock
                      ------------------
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and cancelled promptly after the acquisition  thereof. All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

               10.6.   Liquidation,   Dissolution   or  Winding   Up.  Upon  any
                       ---------------------------------------------
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of Common Stock or of stock ranking  junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series B Stock  unless,  prior  thereto,  the  holders of shares of the Series B
Stock shall have  received  $100 per share,  plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, provided that the holders of shares of the Series B Stock shall
be entitled to receive an aggregate  amount per share,  subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate amount to
be  distributed  per share to holders of Common Stock,  or (2) to the holders of
stock  ranking  on a  parity  (either  as  to  dividends  or  upon  liquidation,
dissolution or winding up) with the Series B Stock,  except  distributions  made
ratably on the Series B Stock and all other such parity stock in  proportion  to
the total amounts to which the holders of all such shares are entitled upon such
liquidation,  dissolution or winding up. In the event the  Corporation  shall at
any time after May 29, 1998 declare or pay any dividend on Common Stock  payable
in  shares  of  Common  Stock,   or  effect  a  subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
aggregate  amount to which holders of shares of the Series B Stock were entitled
immediately  prior to such  event  under  the  provision  of  clause  (1) of the
preceding  sentence shall be adjusted by  multiplying  such amount by a fraction
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

               10.7.  Consolidation,  Merger, etc. In case the Corporation shall
                      ----------------------------
enter into any consolidation,  merger,  combination or other transition in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash and/or any other property, then in any such case the shares of
the Series B Stock shall at the same time be  similarly  exchanged or changed in
an amount per share  (subject to the provision for  adjustment  hereinafter  set
forth) equal to 100 times the aggregate amount of stock, securities, cash and/or
any other  property  (payable  in kind),  as the case may be,  into which or for
which each  share of Common  Stock is  changed  or  exchanged.  In the event the
Corporation  shall at any time after May 29, 1998 declare or pay any dividend on
Common  Stock  payable in shares of Common  Stock,  or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or  otherwise)  into a greater  or lesser  number of shares of
Common  Stock,  then in each such  case the  amount  set forth in the  preceding
sentence  with respect to the exchange or change of shares of the Series B Stock
shall be adjusted by  multiplying  such amount by a fraction  the  numerator  of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

               10.8.  No Redemption.  The shares of the Series B Stock shall not
                      -------------
be redeemable.

               10.9.  Rank.  The Series B Stock  shall rank  junior to all other
                      ----
series of the  Corporation's preferred  stock  outstanding as of April 29, 1986,
as to the payment of dividends  and the  distribution  of assets.

               10.10.  Amendment.  The  Articles of  Incorporation  shall not be
                       ---------
amended  in any  manner  which  would  materially  alter or  change  the  power,
preferences  or  special  rights  of the  Series  B Stock so as to  affect  them
adversely  without the affirmative vote of the holders of at least two-thirds of
the outstanding shares of the Series B Stock, voting together as a single voting
group.


                                   Article XI

                            VOTE TO AMEND OR RESTATE

        As to each voting group  entitled to vote on an amendment or restatement
of these Articles of  Incorporation  the vote required for approval shall be (i)
the vote required by the terms of these Articles of Incorporation, as amended or
as restated from time to time, if such terms  specifically  require the approval
of more than a majority of the votes  entitled to be cast thereon by such voting
group;  or (ii) if clause (i) of this Article is not  applicable,  a majority of
the votes entitled to be cast thereon.