SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            _________________________
                                    FORM 8-K
                                 CURRENT REPORT
                            _________________________
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): December 29, 1994

                          SHAWMUT NATIONAL CORPORATION           

        Delaware             1-10102                   06-1212629        
     (State or other     (Commission File         (IRS Employer
     jurisdiction of         Number)              Identification No.)
     incorporation)

             777 Main Street, Hartford, Connecticut         06115
             One Federal Street, Boston, Massachusetts      02211
             (Address of principal executive offices)       (Zip Code)

                                                                          
                                                             (203) 728-2000
         Registrant's telephone number, including area code: (617) 292-2000

                               Not Applicable                         
     (Former name or former address, if changed since last report)



     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
               AND EXHIBITS.

               The following exhibits are filed with this Current
     Report on Form 8-K:

          EXHIBIT
          NUMBER              DESCRIPTION

          3(i).1              Restated Certificate of Incorporation of
                              Shawmut National Corporation.

          3(i).2              Certificate of Amendment to the Restated
                              Certificate of Incorporation of Shawmut
                              National Corporation.

          3(i).3              Certificate of Designation, Preferences
                              and Rights of Series A Junior
                              Participating Preferred Stock of Shawmut
                              National Corporation.

          3(i).4              Certificate of Designation of 9.30%
                              Cumulative Preferred Stock of Shawmut
                              National Corporation.

          3(i).5              Amended Certificate of Designation of
                              9.30% Cumulative Preferred Stock of
                              Shawmut National Corporation.

          3(i).6              Certificate of Correction Filed to
                              Correct a Certain Error in the
                              Certificate of Designation of 9.30%
                              Cumulative Preferred Stock of Shawmut
                              National Corporation.



                                 SIGNATURES

               Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned hereunto duly authorized.

                                   SHAWMUT NATIONAL CORPORATION

                                                   

                                   By: /s/ Joel B. Alvord
                                       __________________________________ 
                                       Joel B. Alvord
                                       Chairman and Chief Executive Officer

     Dated:  December 29, 1994



                                  EXHIBIT INDEX

     EXHIBIT                                                     PAGE
     NUMBER         DESCRIPTION                                  NUMBER

     3(i).1         Restated Certificate of Incorporation
                    of Shawmut National Corporation.........      

     3(i).2         Certificate of Amendment to the Restated
                    Certificate of Incorporation of Shawmut 
                    National Corporation...................       

     3(i).3         Certificate of Designation, Preferences 
                    and Rights of Series A Junior
                    Participating Preferred Stock of Shawmut
                    National Corporation....................      

     3(i).4         Certificate of Designation of 9.30% 
                    Cumulative Preferred Stock of Shawmut 
                    National Corporation...................       

     3(i).5         Amended Certificate of Designation of 
                    9.30% Cumulative Preferred Stock  of
                    Shawmut National Corporation...........       

     3(i).6         Certificate of Correction Filed to 
                    Correct a Certain Error in the 
                    Certificate of Designation of 9.30%   
                    Cumulative Preferred Stock of Shawmut 
                    National Corporation...................       


                                                       EXHIBIT 3(i).1


                   RESTATED CERTIFICATE OF INCORPORATION
                                  OF
                       SHAWMUT NATIONAL CORPORATION

             SHAWMUT NATIONAL CORPORATION, a corporation organized and
          existing under the laws of the State of Delaware, does
          hereby certify that, pursuant to Sections 242 and 245 of the
          General Corporation Law of the State of Delaware, the
          Certificate of Incorporation, originally filed with the
          Secretary of State of Delaware on September 1, 1987, is
          amended and restated to read in its entirety as follows:

               FIRST:  The name of the Corporation is Shawmut National
             Corporation (hereinafter the "Corporation").

               SECOND:  The address of the registered office of the
             Corporation in the State of Delaware is 1209 Orange
             Street, in the City of Wilmington, County of New Castle. 
             The name of its registered agent at that address is The
             Corporation Trust Company.

               THIRD:  The purpose of the Corporation is to engage in
             any lawful act or activity for which a corporation may be
             organized under the General Corporation Law of the State
             of Delaware as set forth in Title 8 of the Delaware Code
             (the "GCL").

               FOURTH:  The total number of shares of stock which the
             Corporation shall have authority to issue is 160,000,000,
             of which 150,000,000 shares with a par value of $.01
             shall be common stock and of which 10,000,000 shares
             without par value shall be preferred stock.

             The Board of Directors of the Corporation is authorized,
          subject to limitations prescribed by law and the provisions
          of this Article, to provide for the issuance from time to
          time in one or more series of any number of the preferred
          shares, and, by filing a certificate pursuant to the GCL, to
          establish the number of shares to be included in each such
          series, and to fix the designation, relative rights,
          preferences, qualifications and limitations of the shares of
          each such series.  The authority of the Board of Directors
          with respect to each series shall include, but not be
          limited to, determination of the following:

               a.  The number of shares constituting that series and
             the distinctive designation of that series;

               b.  The dividend rate on the shares of that series,
             whether dividends shall be cumulative, and, if so, from
             which date or dates, and whether they shall be payable in
             preference to, or in another relation to, the dividends
             payable to any other class or classes or series of stock;

               c.  Whether that series shall have voting rights, in
             addition to the voting rights provided by law, and, if
             so, the terms of such voting rights;

               d.  Whether that series shall have conversion or
             exchange privileges, and, if so, the terms and conditions
             of such conversion or exchange, including provision for
             adjustment of the conversion or exchange rate in such
             events as the Board of Directors shall determine;

               e.  Whether or not the shares of that series shall be
             redeemable, and, if so, the terms and conditions of such
             redemption, including the manner of selecting shares for
             redemption if less than all shares are to be redeemed,
             the date or dates upon or after which they shall be
             redeemable, and the amount per share payable in case of
             redemption, which amount may vary under different
             conditions and at different redemption dates;

               f.  Whether that series shall be entitled to the
             benefit of a sinking fund to be applied to the purchase
             or redemption of shares of that series, and, if so, the
             terms and amounts of such sinking fund;

               g.  The right of the shares of that series to the
             benefit of conditions and restrictions upon the creation
             of indebtedness of the Corporation or any subsidiary,
             upon the issue of any additional stock (including
             additional shares  of such series or of any other series)
             and upon the payment of dividends or the making of other
             distributions on, and the purchase, redemption or other
             acquisition by the Corporation or any subsidiary of any
             outstanding stock of the Corporation;

               h.  The right of the shares of that series in the event
             of voluntary or involuntary liquidation, dissolution or
             winding up of the Corporation and whether such rights
             shall be in preference to, or in another relation to, the
             comparable rights of any other class or classes or series
             of stock; and

               i.  Any other relative, participating, optional or
             other special rights, qualifications, limitations or
             restrictions of that series.

             Shares of any series of preferred stock which have been
          redeemed (whether through the operation of a sinking fund or
          otherwise) or which, if convertible or exchangeable, have
          been converted into or exchanged for shares of stock of any
          other class or classes shall have the status of authorized
          and unissued shares of preferred stock of the same series
          and may be reissued as a part of the series of which they
          were originally a part or may be reclassified and reissued
          as part of a new series of preferred stock to be created by
          resolution or resolutions of the Board of Directors or as
          part of any other series of preferred stock, all subject to
          the conditions and the restrictions adopted by the Board of
          Directors providing for the issue of any series of preferred
          stock.

             Subject to the provisions of any applicable law, or
          except as otherwise provided by the resolution or
          resolutions providing for the issue of any series of
          preferred stock, the holders of outstanding shares of common
          stock shall exclusively possess voting power for the
          election of directors and for all other purposes, each
          holder of record of shares of common stock being entitled to
          one vote for each share of common stock standing in his name
          on the books of the Corporation.

             Except as otherwise provided by the resolution or
          resolutions providing for the issue of any series of
          preferred stock, after payment shall have been made to the
          holders of preferred stock of the full amount of dividends
          to which they shall be entitled pursuant to the resolution
          or resolutions providing for the issue of any other series
          of preferred stock, the holders of common stock shall be
          entitled, to the exclusion of the holders of preferred stock
          of any and all series, to receive such dividends as from
          time to time may be declared by the Board of Directors.

             Except as otherwise provided by the resolution or
          resolutions providing for the issue of any series of
          preferred stock, in the event of any liquidation,
          dissolution or winding up of the Corporation, whether
          voluntary or involuntary, after payment shall have been made
          to the holders of preferred stock of the full amount to
          which they shall be entitled pursuant to the resolution or
          resolutions providing for the issue of any series of
          preferred stock the holders of common stock shall be
          entitled, to the exclusion of the holders of preferred stock
          of any and all series, to share, ratable according to the
          number of shares of common stock held by them, in all
          remaining assets of the Corporation available for
          distribution to its shareholders.

             The number of authorized shares of any class may be
          increased or decreased by the affirmative vote of the
          holders of a majority of the stock of the Corporation
          entitled to vote.

          SERIES OF ADJUSTABLE RATE PREFERRED STOCK

             (a)  Designation.  The designation of the series of
          Preferred  Stock created by this resolution shall be
          "Preferred Stock with Cumulative and Adjustable Dividends"
          (hereinafter called this "Series") and the number of shares
          constituting this Series is 700,000.  Shares of this Series
          shall have a stated value of $50 per share.  The number of
          authorized shares of this Series may be reduced by further
          resolution duly adopted by the Board and by the filing of a
          certificate pursuant to the provisions of the GCL stating
          that such reduction has been so authorized, but the number
          of authorized shares of this Series shall not be increased.

             (b)  Dividend Rate.  (1)  The dividend rate on the shares
          of this Series shall be $.8875 per share for the period (the
          "Initial Dividend Period") from the date of their original
          issue to and including March 31, 1988.  Dividend rates on
          the shares of this Series shall be for each quarterly
          dividend period (hereinafter referred to as a "Quarterly
          Dividend Period"; and the Initial Dividend Period or any
          Quarterly Dividend Period being hereinafter individually
          referred to as a "Dividend Period" and collectively referred
          to as "Dividend Periods") thereafter, which Quarterly
          Dividend Periods shall commence on January 1, April 1, July
          1, and October 1, in each year and shall end on and include
          the day next preceding the first day of the next Quarterly
          Dividend Period, at a rate per annum of the stated value
          thereof of 2.25% below the Applicable Rate (as defined in
          paragraph (2) of this Section (b)) in respect of such
          Quarterly Dividend Period. Anything to the contrary herein
          notwithstanding, the dividend rate for any Quarterly
          Dividend Period shall in no event be less than 6% or greater
          than 12% per annum.  Such dividends shall be cumulative from
          the date of original issue of such shares and shall be
          payable, when and as declared by the Board, on January 1,
          April 1, July 1, and October 1, of each year, commencing on
          April 1, 1988.  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 30 days preceding the payment date thereof, as
          shall be fixed by the 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.

             (2) Except as provided below in this paragraph, the
          "Applicable Rate" for any Quarterly Dividend Period shall be
          the highest of the Treasury Bill Rate, then Ten Year
          Constant Maturity Rate or the Twenty Year Constant Maturity
          Rate (each as hereinafter defined) for such Dividend Period. 
          In the event that the Corporation determines in good faith
          that for any reason one or more of such rates cannot be
          determined for any Quarterly Dividend Period, then the
          Applicable Rate for such Quarterly Dividend Period shall be
          the higher of whichever of such rates can be so determined. 
          In the event that the Corporation determines in good faith
          that none of such rates can be determined for any Quarterly
          Dividend Period, then the Applicable Rate in effect for the
          preceding Dividend Period shall be continued for such
          Dividend Period.

             (3)  Except as provided below in this paragraph, the
          "Treasury Bill Rate" for each Quarterly Dividend Period
          shall be the arithmetic average of the two most recent
          weekly per annum market discount rates (or the one weekly
          per annum market discount rate, if only one such rate shall
          be published during the relevant Calendar Period as provided
          below) for three-month U.S. Treasury bills, as published
          weekly by the Federal Reserve Board during the Calendar
          Period immediately prior to the last ten calendar days of
          the March, June, September or December, as the case may be,
          prior to the Quarterly Dividend Period for which the
          dividend rate on this Series is being determined.  In the
          event that the Federal Reserve Board does not publish such a
          weekly per annum market discount rate during such Calendar
          Period, then the Treasury Bill Rate for such Dividend Period
          shall be the arithmetic average of the two most recent
          weekly per annum market discount rates (or the one weekly
          per annum market discount rate, if only one such rate shall
          be published during the relevant Calendar Period as provided
          below) for three-month U.S. Treasury bills, as published
          weekly during such Calendar Period by any Federal Reserve
          Bank or by any U.S. Government department or agency selected
          by the Corporation. In the event that a per annum market
          discount rate for three-month U.S. Treasury bills shall not
          be published by the Federal Reserve Board or by any Federal
          Reserve Bank or by any U.S. Government department or agency
          during such Calendar Period, then the Treasury Bill Rate for
          such Dividend Period shall be the arithmetic average of the
          two most recent weekly per annum market discount rates (or
          the one weekly per annum market discount rate, if only one
          such rate shall be published during the relevant Calendar
          Period as provided below) for all of the U.S. Treasury bills
          then having maturities of not less than 80 nor more than 100
          days, as published during such Calendar Period by the
          Federal Reserve Board or, if the Federal Reserve Board shall
          not publish such rates, by any Federal Reserve Bank or by
          any U.S. Government department or agency selected by the
          Corporation.  In the event that the Corporation determines
          in good faith that for any reason no such U.S. Treasury Bill
          Rates are published as provided above during such Calendar
          Period, then the Treasury Bill Rate for such Dividend Period
          shall be the arithmetic average of the per annum market
          discount rates based upon the closing bids during such
          Calendar Period for each of the issues of marketable
          noninterest-bearing U.S. Treasury securities with a maturity
          of not less than 80 nor more than 100 days from the date of
          each such quotation, as quoted daily for each business day
          in New York City (or less frequently if daily quotations
          shall not be generally available) to the Corporation by at
          least three recognized U.S. Government securities dealers
          selected by the Corporation.  In the event that the
          Corporation determines in good faith that for any reason the
          Corporation cannot determine the Treasury Bill Rate for any
          Quarterly Dividend Period as provided above in this
          paragraph, the Treasury Bill Rate for such Dividend Period
          shall be the arithmetic average of the per annum market
          discount rates based upon the closing bids during such
          Calendar Period for each of the issues of marketable
          interest-bearing U.S. Treasury securities with a maturity of
          not less than 80 nor more than 100 days from the date of
          each such quotation, as quoted daily for each business day
          in New York City (or less frequently if daily quotations
          shall not be generally available) to the Corporation by at
          least three recognized U.S. Government securities dealers
          selected by the Corporation.

             (4)  Except as provided in this paragraph, the "Ten Year
          Constant Maturity Rate" for each Quarterly Dividend Period
          shall be the arithmetic average of the two most recent
          weekly per annum Ten Year Average Yields (or the one weekly
          per annum Ten Year Average Yield, if only one such Yield
          shall be published during the relevant Calendar Period as
          provided below), as published weekly by the Federal Reserve
          Board during the Calendar Period immediately prior to the
          last ten calendar days of the March, June, September or
          December, as the case may be, prior to the Quarterly
          Dividend Period for which the dividend rate on this Series
          is being determined.  In the event that the Federal Reserve
          Board does not publish such a weekly per annum Ten Year
          Average Yield during such Calendar Period, then the Ten Year
          Constant Maturity Rate for such Dividend Period shall be the
          arithmetic average of the two most recent weekly per annum
          Ten Year Average Yields (or the one weekly per annum Ten
          Year Average Yield, if only one such Yield shall be
          published during the relevant Calendar Period as provided
          below), as published weekly during such Calendar Period by
          any Federal Reserve Bank or by any U.S. Government
          department or agency selected by the Corporation.  In the
          event that a per annum Ten Year Average Yield shall not be
          published by the Federal Reserve Board or by any Federal
          Reserve Bank or by any U.S. Government department or agency
          during such Calendar Period, then the Ten Year Constant
          Maturity Rate for such Dividend Period shall be the
          arithmetic average of the two most recent weekly per annum
          average yields to maturity (or the one weekly average yield
          to maturity, if only one such yield shall be published
          during the relevant Calendar Period as provided below) for
          all of the actively traded marketable U.S. Treasury fixed
          interest rate securities (other than Special Securities)
          then having maturities of not less than eight nor more than
          twelve years, as published during such Calendar Period by
          the Federal Reserve Board or, if the Federal Reserve Board
          shall not publish such yields, by any Federal Reserve Bank
          or by any U.S. Government department or agency selected by
          the Corporation.  In the event that the Corporation
          determines in good faith that for any reason the Corporation
          cannot determine the Ten Year Constant Maturity Rate for any
          Quarterly Dividend Period as provided above in this
          paragraph, then the Ten Year Constant Maturity Rate for such
          Dividend Period shall be the arithmetic average of the per
          annum average yields to maturity based upon the closing bids
          during such Calendar Period for each of the issues of the
          actively traded marketable U.S. Treasury fixed interest rate
          securities (other than Special Securities) with a final
          maturity date not less than eight nor more than twelve years
          form the date of each such quotation, as quoted daily for
          each business day in New York City (or less frequently if
          daily quotations shall not be generally available) to the
          Corporation by at lest three recognized U.S. Government
          securities dealers selected by the Corporation.

             (5)  Except as provided below in the paragraph, the
          "Twenty Year Constant Maturity Rate" for each Quarterly
          Dividend Period shall be the arithmetic average of the two
          most recent weekly per annum Twenty Year Average Yields (or
          the one weekly per annum Twenty Year Average Yield, if only
          one such Yield shall be published during the relevant
          Calendar Period as provided below), as published weekly by
          the Federal Reserve Board during the Calendar Period
          immediately prior to the last ten calendar days of the
          March, June, September or December, as the case may be,
          prior to the Quarterly Dividend Period for which the
          dividend rate on this Series is being determined.  In the
          event that the Federal Reserve Board does not publish such a
          weekly per annum Twenty Year Average Yield during such
          Calendar Period, then the Twenty Year Constant Maturity Rate
          for such Dividend Period shall be the arithmetic average of
          the two most recent weekly per annum Twenty Year Average
          Yields (or the one weekly per annum Twenty Year Average
          Yield, if only one such Yield shall be published during the
          relevant Calendar Period as provided below), as published
          weekly during such Calendar Period by any Federal Reserve
          Bank or by any U.S. Government department or agency selected
          by the Corporation.  In the event that a per annum Twenty
          Year Average Yield shall not be published by the Federal
          Reserve Board or by any Federal Reserve Bank or by any U.S.
          Government department or agency during such Calendar Period,
          then the Twenty Year Constant Maturity Rate for such
          Dividend Period shall be the arithmetic average of the two
          most recent weekly per annum average yields to maturity (or
          the one weekly average yield to maturity, if only one such
          yield shall be published during the relevant Calendar Period
          as provided below) for all of the actively trade marketable
          U.S. Treasury fixed interest securities (other than Special
          Securities) then having maturities of not less than eighteen
          nor more than twenty-two years, as published during such
          Calendar Period by the Federal Reserve Board or, if the
          Federal Reserve Board shall not publish such yields, by any
          Federal Reserve Bank or by any U.S. Government department or
          agency selected by the Corporation.  In the event that the
          Corporation determines in good faith that for any reason the
          Corporation cannot determine the Twenty Year Constant
          Maturity Rate for any Quarterly Dividend Period as provided
          above in this paragraph, then the Twenty Year Constant
          Maturity Rate for such Dividend Period shall be the
          arithmetic average of the per annum average yields to
          maturity based upon the closing bids during such Calendar
          Period for each of the issues of actively traded marketable
          U.S. Treasury fixed interest rate securities (other than
          Special Securities) with a final maturity date not less than
          eighteen nor more than twenty-two years from the date of
          each such quotation, as quoted daily for each business day
          in New York City (or less frequently if daily quotations
          shall not be generally available) to the Corporation by at
          least three recognized U.S. Government securities dealers
          selected by the Corporation.

             (6)  The Treasury Bill Rate, the Ten Year Constant
          Maturity Rate and the Twenty Year Constant Maturity Rate
          shall each be rounded to the nearest five hundredths of a
          percentage point.

             (7)  The dividend rate with respect to each Quarterly
          Dividend Period will be calculated as promptly as
          practicable by the Corporation according to the appropriate
          method described herein.  The mathematical accuracy of each
          such calculation will be confirmed in writing by independent
          accountants of recognized standing.  The Corporation will
          cause each dividend rate to be published in a newspaper of
          general circulation in New York City prior to the
          commencement of the new Quarterly Dividend Period to which
          it applies and will cause notice of such dividend rate to be
          enclosed with the dividend payment checks next mailed to the
          holders of shares of this Series.

             (8)  For purposes of this Section (b), the term

               (i)  "Calendar Period" shall mean 14 calendar days;

               (ii)  "Special Securities" shall mean securities which
             can, at the option of the holder, be surrendered at face
             value in payment of any Federal estate tax or which
             provide tax benefits to the holder and are priced to
             reflect such tax benefits or which were originally issued
             at a deep or substantial discount.

               (iii)  "Ten Year Average Yield" shall mean the average
             yield to maturity for actively traded marketable U.S.
             Treasury fixed interest rate securities (adjusted to
             constant maturities of ten years); and

               (iv)  "Twenty Year Average Yield" shall mean the
             average yield to maturity for actively traded marketable
             U.S. Treasury fixed interest rate securities (adjusted to
             constant maturities of 20 years).

             (9)  No full dividends shall be declared or paid or set
          apart for payment on 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 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 accrued 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 dividend, whether payable in
          cash, property or stocks, 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.

             (10)  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 (9) of this Section (b)) 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 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.

             (11)  Dividends payable on each share of this Series for
          each full Quarterly Dividend Period shall be computed by
          dividing the dividend rate for such Quarterly Dividend
          Period by four and applying such rate against the stated
          value per share of this Series.  Dividends payable on this
          Series for any period less than a full Quarterly Dividend
          Period shall be computed on the basis of a 360-day year
          consisting of 30-day months.

             (c)  Redemption.  (1)  The shares of this Series shall
          not be redeemable prior to April 1, 1988.  On and after
          April 1, 1988, the Corporation, at its option, may redeem
          shares of this Series, as a whole or in part, at any time or
          from time to time, at a redemption price (i) in the case of
          any redemption on a redemption date occurring on or after
          April 1, 1988, and prior to April 1, 1993, of $51.50 per
          share, and (ii) in the case of any redemption on a
          redemption date occurring on or after April 1, 1993, of
          $50.00 per share, plus, in each case, accrued and unpaid
          dividends thereon to the date fixed for redemption.

             (2)  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 and
          the shares to be redeemed shall be determined by lot or pro
          rata as may be determined by the Board or by any other
          method as may be determined by the Board in its sole
          discretion to be equitable.

             (3)  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 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:  (i) the
          redemption date; (ii) 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; (iii) the redemption price; (iv)
          the place or places where certificates for such shares are
          to be surrendered for payment of the redemption price; and
          (v) that dividends on the shares to be redeemed will cease
          to accrue on such redemption date.

             (4)  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 stockholders 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 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.

             (5)  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.

             (6)  Notwithstanding the foregoing provisions of this
          Section (c), 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.

             (d)  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.

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

               (1)  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 % 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 this Restated Certificate of
             Incorporation or of any certificate amendatory thereof or
             supplemental thereto (including any Certificate of
             Designation, Preferences and Rights or any similar
             document relating to any series of Preferred Stock) which
             would adversely affect the preferences, rights, powers or
             privileges of this Series;

               (2)  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 % 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;

               (3)  If at the time of any annual meeting of
             stockholders 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
             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.  Each director elected
             by the holders of shares of Preferred Stock (herein
             called a "Preferred Director") 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 a default in preference dividends shall cease
             to exist.  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 stockholders, or of the
             holders of shares of Preferred Stock, called for that
             purpose.  So long as a default in any preference
             dividends on the Preferred Stock shall exist, (A) any
             vacancy in the office of a Preferred Director may be
             filled (except as provided in the following clause (B))
             by an instrument in writing signed by the remaining
             Preferred Director and filed with the Corporation and (B)
             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.  Each
             director appointed as aforesaid by the remaining
             Preferred Director shall be deemed, for all purposes
             hereof, to be a Preferred Director.  Whenever the term of
             office of the Preferred Directors shall end and a default
             in preference dividends shall no longer exist, the number
             of directors constituting the Board of Directors of the
             Corporation shall be reduced by two.  For the purposes
             hereof, a "default in preference dividends" on the
             Preferred Stock shall be deemed to exist whenever the
             amount of accrued dividends upon any series of the
             Preferred Stock shall be equivalent to six full quarter-
             yearly dividends or more, and, having so occurred, such
             default shall be deemed to exist thereafter until, but
             only until, all accrued 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
             quarterly dividend period.

             (f)  Liquidation Rights.  (1)  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 $50.00 per share, plus a sum
          equal to all dividends (whether or not earned or declared)
          on such shares accrued and unpaid thereon to the date of
          final distribution.

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

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

             (4)  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 1 of this Section
          (f), 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.

             (5)  Upon the dissolution, liquidation or winding up of
          the Corporation, the holders of the shares of this Series
          then outstanding shall be entitled to be paid out of the
          assets of the Corporation available for distribution to its
          stockholders all amounts to which such holders are entitled
          pursuant to paragraph (1) of this Section (f) before any
          payment shall be made to the holders of any class of capital
          stock of the Corporation ranking junior upon liquidation of
          this Series.

             (g)  Ranking of Classes of Stock.  For purposes of this
          resolution, any stock of any class or classes of the
          Corporation shall be deemed to rank:

               (1)  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;

               (2)  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

               (3)  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.

             FIFTH:  The following provisions are inserted from the
          management of the business and the conduct of the affairs of
          the Corporation, and for further definition, limitation and
          regulation of the powers of the Corporation and of its
          directors and stockholders:

               (1)  The business and affairs of the Corporation shall
             be managed by or under the direction of the Board of
             Directors.

               (2)  The directors shall have concurrent power with the
             stockholders to make, alter, amend, change, add to or
             repeal the By-Laws of the Corporation.  Notice of any
             such action, specifying or describing the same shall be
             contained in or accompany the notice of the meeting at
             which the same is to be taken.

               (3)  The number of directors of the Corporation shall
             be as from time to time fixed by, or in the manner
             provided in, the By-Laws of the Corporation.  Election of
             directors need not be by written ballot unless the By-
             Laws so provide.

               (4)  No director shall be personally liable to the
             Corporation or any of its stockholders for monetary
             damages for breach of fiduciary duty as a director,
             except for liability (i) for any breach of the director's
             duty of loyalty to the Corporation or its stockholders,
             (ii) for acts or omissions not in good faith or which
             involve intentional misconduct or a knowing violation of
             law, (iii) pursuant to Section 174 of the GCL or (iv) for
             any transaction from which the director derived an
             improper personal benefit.  If the GCL is amended after
             approval by the stockholders of this Article FIFTH to
             authorize further elimination or limitation of the
             personal liability of directors, then the liability of a
             director of the Corporation shall be eliminated or
             limited to the full extent permitted by the GCL, as so
             amended.  Any repeal or modification of this Article
             FIFTH by the stockholders of the Corporation shall not
             adversely affect any right or protection of a director of
             the Corporation existing at the time of such repeal or
             modification with respect to acts or omissions occurring
             prior to such repeal or modification.

               (5)  In addition to the powers and authority
             hereinbefore or by statute expressly conferred upon them,
             the directors are hereby empowered to exercise all such
             powers and do all such acts and things as may be
             exercised or done by the Corporation, subject,
             nevertheless, to the provisions of the GCL, this Restated
             Certificate of Incorporation, and any By-Laws adopted by
             the stockholders; provided, however, that no By-Laws
             hereafter adopted by the stockholders shall invalidate
             any prior act of the directors which would have been
             valid if such By-Laws had not been adopted.

             SIXTH:  I. A.  In addition to any affirmative vote
          required by law or the Restated Certificate of Incorporation
          or By-Laws of the Corporation, and except as otherwise
          expressly provided in paragraph II of this Article SIXTH:

               (i)  any merger or consolidation of the Corporation or
             any Subsidiary (as hereinafter defined) with (a) any
             interested Stockholder (as hereinafter defined) or (b)
             any other corporation (whether or not itself an
             Interested Stockholder) which is or after such merger or
             consolidation would be an Affiliate or Associate (as
             hereinafter defined) of an Interested Stockholder; or

               (ii)  any sale, lease, exchange, mortgage, pledge,
             transfer or other disposition (in one transaction or a
             series of transactions) with any Interested Stockholder
             or any Affiliate or Associate of any Interested
             Stockholder involving any assets or securities of the
             Corporation, any Subsidiary or any Interested Stockholder
             or any Affiliate or Associate of any Interested
             Stockholder that have a Fair Market Value as hereinafter
             defined), as determined by a majority of the Continuing
             Directors (as hereinafter defined), equal to ten percent
             (10%) or more of the total stockholders' equity of the
             Corporation as of the end of its most recent fiscal year
             ended prior to the determination being made; or

               (iii)  the adoption of a plan or proposal or the
             liquidation or dissolution of the Corporation proposed by
             or on behalf of an Interested Stockholder or any
             Affiliate or Associate of any Interested Stockholder; or

               (iv)  any reclassification of securities (including any
             reverse stock split), or recapitalization of the
             Corporation, or any merger or consolidation of the
             Corporation with any of its Subsidiaries or any other
             transaction (whether or not with or otherwise involving
             an Interested Stockholder) that has the effect, directly
             or indirectly, of increasing the proportionate share of
             any class of equity or convertible securities of the
             Corporation or any Subsidiary that is directly or
             indirectly beneficially owned by any Interested
             Stockholder or any Affiliate or Associate of any
             Interested Stockholder; or

               (v)  any agreement, contract, or other arrangement
             providing for any one or more of the actions specified in
             clauses (i) to (iv) of this subparagraph A

          shall require the affirmative vote of at least eighty
          percent (80%) of the votes entitled to be cast by the
          holders of the outstanding shares of Voting Stock (as
          hereinafter defined), voting together as a single class.

             B.  The term "Business Combination" as used in this
          Article SIXTH shall mean any transaction that is referred to
          in any one or more of clauses (i) through (v) of
          subparagraph A of paragraph (I).  As used in this
          definition, a "series of transactions" shall be deemed to
          include not only a series of transactions with the same
          Interested Stockholder but also a series of separate
          transactions with an Interested Stockholder or any Affiliate
          or Associate of such Interested Stockholder.

             II.  The provisions of paragraph (I) of this Article
          SIXTH shall not be applicable to any particular Business
          Combination, and such Business Combination shall require
          only such affirmative vote, if any, as required by law and
          any other provision of the Amended and Restated Certificate
          of Incorporation or the By-Laws of the Corporation, or any
          agreement with any national securities exchange, if all of
          the conditions specified in either of the following sub-
          paragraph A or B are met:

               A.  The Business Combination shall have been approved
             by a majority (whether such approval is made prior to or
             subsequent to the acquisition of beneficial ownership of
             the Voting Stock that caused the Interested Stockholder
             to become an Interested Stockholder) of the Continuing
             Directors (as hereinafter defined).

               B.  All of the following conditions shall have been
             met:

                  (i)  The aggregate amount of (x) cash and (y) the
               Fair Market Value as of the date of the consummation of
               the Business Combination of consideration other than
               cash to be received per share by holders of common
               stock in such Business Combination shall be at least
               equal to the highest per share price (including any
               brokerage commissions, transfer taxes and soliciting
               dealers' fees) paid by or on behalf of the Interested
               Stockholder for any share of common stock in connection
               with the acquisition by the Interested Stockholder of
               beneficial ownership of such share (1) within the two-
               year period immediately prior to the first public
               announcement of the proposal of the Business
               Combination (the "Announcement Date") or (2) in the
               transaction in which it became an Interested
               Stockholder, whichever is higher.

                  (ii)  The aggregate amount of (x) cash and (y) the
               Fair Market Value as of the date of the consummation of
               the Business Combination of consideration other than
               cash to be received per share by holders of shares of
               any class or, if there be more than one series in a
               class, any series of outstanding Preference Stock (as
               hereinafter defined), shall be at least equal to the
               highest per share price (including any brokerage
               commissions, transfer taxes and soliciting dealers'
               fees) paid by or on behalf of the Interested
               Stockholder for any share of such class or, if there be
               more than one series in a class, such series of
               Preference Stock in connection with the acquisition by
               the Interested Stockholder of beneficial ownership of
               such share (1) within the two-year period immediately
               prior to the Announcement Date or (2) in the
               transaction in which it became an Interested
               Stockholder, whichever is higher.

                  (iii)  The consideration to be received by holders
               of a particular class or series of outstanding Capital
               Stock (as hereinafter defined) shall be in cash or in
               the same form as previously has been paid by or on
               behalf of the Interested Stockholder in connection with
               its direct or indirect acquisition of beneficial
               ownership of shares of such class or series of Capital
               Stock.  If the consideration so paid for shares of any
               class or series of Capital Stock varied as to form, the
               form of consideration for such class or series of
               Capital Stock shall be either cash or the form used to
               acquire beneficial ownership of the largest number of
               shares of such class or series of Capital Stock
               previously acquired by the Interested Stockholder.

                  (iv)  After such Interested Stockholder has become
               an Interested Stockholder and prior to the consummation
               of such Business Combination:  (a) except as approved
               by a majority of the Continuing Directors, there shall
               have been no failure to declare and pay at the regular
               date therefor any full quarterly dividends (whether or
               not cumulative) on the outstanding Preference Stock;
               (b) there shall have been (1) no reduction in the
               annual rate of dividends paid on the common stock
               (except as necessary to reflect any subdivision of the
               common stock), except as approved by a majority of the
               Continuing Directors, and (2) an increase in such
               annual rate of dividends as necessary to reflect any
               reclassification (including any reverse stock split),
               recapitalization, reorganization or any similar
               transaction that has the effect of reducing the number
               of outstanding shares of the common stock, unless the
               failure so to increase such annual rate is approved by
               a majority of the Continuing Directors; and (c) such
               Interested Stockholder shall not have become the
               beneficial owner of any additional shares of Capital
               Stock except as part of the transaction that results in
               such Interested Stockholder becoming an Interested
               Stockholder and except in a transaction that, after
               giving effect thereto, would not result in any increase
               in the Interested Stockholder's percentage beneficial
               ownership of any class of Capital Stock.

                  (v)  After such Interested Stockholder has become an
               Interested Stockholder, such Interested Stockholder
               shall not have received the benefit, directly or
               indirectly (except proportionately as a stockholder of
               the Corporation), of any loans, advances, guarantees,
               pledges or other financial assistance or any tax
               credits or other tax advantages provided by the
               Corporation, whether in anticipation of or in
               connection with such Business Combination or otherwise.

                  (vi)  A proxy or information statement describing
               the proposed Business Combination and complying with
               the requirements of the Securities Exchange Act of 1934
               and the rules and regulations thereunder (the "Act")
               (or any subsequent provisions replacing such Act, rules
               or regulations) shall be mailed to all stockholders of
               the Corporation at least 30 days prior to the
               consummation of such Business Combination (whether or
               not such proxy or information statement is required to
               be mailed pursuant to such Act or subsequent
               provisions).  The proxy statement shall contain on the
               first page thereof, in a prominent place, any
               recommendation as to the advisability (or
               inadvisability) of the Business Combination that the
               Continuing Directors, or any of them, may choose to
               state and, if deemed advisable by a majority of the
               Continuing Directors, the opinion of an investment
               banking firm selected by a majority of the Continuing
               Directors, as to the fairness (or not) of the terms of
               the Business Combination, from a financial point of
               view, to the holders of the outstanding shares of
               Capital Stock of the Corporation other than the
               Interested Stockholder and its Affiliates or Associates
               (such investment banking firm to be paid a reasonable
               fee for its services by the Corporation).

                  (vii)  Such Interested Stockholder shall not have
               made any major change in the Corporation's business or
               equity capital structure without the approval of the
               majority of the Continuing Directors.

             III.  For the purposes of this Article SIXTH:

               A.  The term "Capital Stock" shall mean all capital
             stock of the Corporation authorized to be issued from
             time to time under Article FOURTH of this Restated
             Certificate of Incorporation, and the term "Voting Stock"
             shall mean all Capital Stock which by its terms may be
             voted on all matters submitted to stockholders of the
             Corporation generally.

               B.  The term "person" shall mean any individual, firm,
             corporation or other entity and shall include any group
             composed of any person and any other with whom such
             person or any Affiliate or Associate of such person has
             any agreement, arrangement or understanding, directly or
             indirectly, for the purpose of acquiring, holding, voting
             or disposing of Capital Stock of the Corporation.

               C.  The term "Interested Stockholder" shall mean any
             person (other than the Corporation or any Subsidiary and
             other than any profit-sharing, employee stock ownership
             or other employee benefit plan of the Corporation or any
             Subsidiary or any trustee of or fiduciary with respect to
             any such plan when acting in such capacity) who:

                  (i)  is the beneficial owner (as hereinafter
               defined), directly or indirectly, of ten percent (10%)
               or more of the outstanding Voting Stock; or

                  (ii)  is an Affiliate or Associate (as hereinafter
               defined) of the Corporation and at any time within the
               two-year period immediately prior to the date in
               question was the beneficial owner of ten percent (10%)
               or more of the outstanding Voting Stock.

               D.  A person shall be a "beneficial owner" of any
             Capital Stock:

                  (i)  which such person or any of its Affiliates or
               Associates beneficially owns, directly or indirectly,
               within the  meaning of Rule 13d-3 under the Act;

                  (ii)  which such person or any of its Affiliates or
               Associates has, directly or indirectly, (a) the right
               to acquire (whether such right is exercisable
               immediately or only after the passage of time),
               pursuant to any agreement, arrangement or understanding
               or upon the exercise of conversion rights, exchange
               rights, warrants or options, or otherwise, or (b) the
               right to vote pursuant to any agreement, arrangement or
               understanding; or

                  (iii)  which are beneficially owned, directly or
               indirectly, by any other person with which such person
               or any of its Affiliates or Associates has any
               agreement, arrangement or understanding for the purpose
               of acquiring, holding, voting or disposing or any
               shares of Capital Stock.

               E.  For the purposes of determining whether a person is
             an Interested Stockholder pursuant to subparagraph C of
             this paragraph III, the number of shares of Capital Stock
             deemed to be outstanding shall include shares deemed
             owned through application of sub-paragraph D of this
             paragraph III but shall not include any other shares of
             Capital Stock that may be issuable pursuant to any
             agreement, arrangement or understanding, or upon exercise
             of conversion rights, warrants or options, or otherwise.

               F.  The terms "Affiliate" or "Associate" shall have the
             respective meanings ascribed to such terms in Rule 12b-2
             under the Act, as in effect at the date of the adoption
             by the Board of Directors of this Article SIXTH (the term
             "registrant" in said Rule 12b-2 meaning in this case the
             Corporation).

               G.  The term "Subsidiary" means any corporation of
             which a majority of any class of equity security is
             owned, directly or indirectly, by the Corporation;
             provided, however, that for the purposes of the
             definition of Interested Stockholder set forth in
             subparagraph C of this paragraph III, the term
             "Subsidiary" shall mean only a corporation of which a
             majority of each class of equity security is owned,
             directly or indirectly, by the Corporation.

               H.  The term "Continuing Director" means any member of
             the Board of Directors of the Corporation (the "Board"),
             while such person is a member of the Board, who is
             unaffiliated with, and not a representative of, the
             Interested Stockholder and was a member of the Board
             prior to the time that the Interested Stockholder became
             an Interested Stockholder, and any successor of a
             Continuing Director, while such successor is a member of
             the Board, who is unaffiliated with, and not a
             representative of, the Interested Stockholder and is
             recommended or elected to succeed a Continuing Director
             by a majority of Continuing Directors.

               I.  The term "Fair Market Value" means (1) in the case
             of stock, the highest closing sale price during the 30-
             day period immediately preceding the date in question of
             a share of such stock on the Composite Tape for New York
             Stock Exchange-Listed Stocks, or, if such stock is not
             quoted on the Composite Tape, on the New York Stock
             Exchange, or, if such stock is not listed on such
             Exchange, on the principal United States securities
             exchange registered under the Act on which such stock is
             listed, or, if such stock is not listed on any such
             exchange, the highest closing sales price with respect to
             a share of such stock during the 30-day period preceding
             the date in question on the National Association of
             Securities Dealers, Inc. Automated Quotations System or
             any system then in use or, if no such closing sales
             prices are available, the fair market value on the date
             in question of a share of such stock as determined in
             good faith by a majority of the Continuing Directors; and
             (ii) in the case of property other than cash or stock,
             the fair market value of such property on the date in
             question as determined in good faith by a majority of the
             Continuing Directors.

               J.  The term "Preference Stock" shall mean the
             preferred stock and any other class of stock that has a
             preference as to dividends and/or upon liquidation that
             may from time to time be authorized in or by the
             Certificate of Incorporation of the Corporation.

               K.  In the event of any Business Combination in which
             the Corporation survives, the phrase "consideration other
             than cash to be received" as used in subparagraphs B(i)
             and (ii), of paragraph II of Article SIXTH shall include
             the shares of common stock and/or the shares of any class
             or series of Preference Stock retained by the holders of
             such shares.

             IV.  The provisions of this Article SIXTH shall also
          apply to a Business Combination with any person who at any
          time has been an Interested Stockholder notwithstanding the
          fact that such person is no longer an Interested Stockholder
          if, at the time the definitive agreement or other
          arrangement relating to a Business Combination with such
          person was entered into, it was an Interested Stockholder.

             V.  The Board of Directors shall have the power and duty
          to determine for the purposes of this Article SIXTH, on the
          basis of information known to it after reasonable inquiry,
          (a) whether a person is an Interested Stockholder, (b) the
          number of shares of Capital Stock beneficially owned by any
          person, (c) whether a person is an Affiliate or Associate of
          another, (d) whether any person has an agreement, contract
          or other arrangement with another, (e) whether two or more
          transactions constitute a "series of transactions," and (f)
          whether the assets or securities that are the subject of any
          Business Combination have a Fair Market Value equal to ten
          percent (10%) or more of the total stockholders' equity of
          the Corporation as of the end of its most recent fiscal year
          ended prior to the determination being made.  Any such
          determination made in good faith shall be binding and
          conclusive on all parties.

             VI.  Nothing contained in this Article SIXTH shall be
          construed to relieve any Interested Stockholder from any
          fiduciary obligation imposed by law.

             VII.  The fact that any Business Combination complies
          with the provisions of paragraph II of this Article SIXTH
          shall not be construed to impose any fiduciary duty,
          obligation or responsibility on the Board of Directors, or
          any member thereof, to approve such Business Combination or
          recommend its adoption or approval to the stockholders of
          the Corporation, nor shall such compliance limit, prohibit
          or otherwise restrict, in any manner the Board of Directors,
          or any member thereof, with respect to evaluations of or
          actions and responses taken with respect to such Business
          Combination.

             VIII.  Notwithstanding any other provisions of this
          Restated Certificate of Incorporation or the By-Laws of the
          Corporation (and notwithstanding the fact that a lesser
          percentage may be specified by law, this Certificate of
          Incorporation or the By-Laws of the Corporation), the
          affirmative vote of at least eighty percent (80%) of the
          votes entitled to be cast by the holders of the outstanding
          shares of Voting Stock, voting together as a single class,
          shall be required to amend or repeal, or adopt any
          provisions inconsistent with, this Article SIXTH, provided,
          that, this paragraph VIII shall not apply to, and such
          eighty percent (80%) vote shall not be required for, any
          amendment, repeal or adoption unanimously recommended by the
          Board of Directors of the Corporation if all of such
          directors are persons who would be eligible to serve as
          Continuing Directors within the meaning of paragraph III of
          this Article SIXTH.

             SEVENTH:  Meetings of stockholders may be held within or
          without the State of Delaware, as the By-Laws may provide. 
          The books of the Corporation may be kept (subject to any
          provision contained in the GCL) outside the State of
          Delaware at such place or places as may be designated from
          time to time by the Board of Directors or in the By-Laws of
          the Corporation.

             EIGHTH:  Whenever a compromise or arrangement is proposed
          between this Corporation and its creditors or any class of
          them and/or between this Corporation and its stockholders or
          any class of them, any court of equitable jurisdiction
          within the State of Delaware may, on the application in a
          summary way of this Corporation  or of any creditor or
          stockholder thereof or on the application of any receiver or
          receivers appointed for this Corporation under the
          provisions of Section 291 of the GCL or on the application
          of trustees in dissolution or of any receiver or receivers
          appointed for this Corporation under the provisions of
          Section 279 of the GCL, order a meeting of the creditors or
          class of creditors, and/or of the stockholders or class of
          stockholders of this Corporation, as the case may be, to be
          summoned in such manner as the said court directs.  If a
          majority in number representing three-fourths in value of
          the creditors or class of creditors, and/or of the
          stockholders or class of stockholders of this Corporation,
          as the case may be, agree to any compromise or arrangement
          and to any reorganization of this Corporation as a
          consequence of such compromise or arrangement, the said
          compromise or arrangement and the said reorganizations
          shall, if sanctioned by the court to which the said
          application has been made, be binding on all the creditors
          or class of creditors, and/or on all the stockholders or
          class of stockholders, of this Corporation, as the case may
          be, and also on this Corporation.

             NINTH:  The Corporation reserves the right to amend,
          alter, change or repeal any provision contained in this
          Restated Certificate of Incorporation, in the manner now or
          hereafter prescribed by statute, and all rights conferred
          upon stockholders herein are granted subject to this
          reservation.

             IN WITNESS WHEREOF, SHAWMUT NATIONAL CORPORATION has
          caused this Restated Certificate of Incorporation of SHAWMUT
          NATIONAL CORPORATION to be executed on its behalf by its
          Chairman of the Board, and attested to by its Secretary and
          its corporate seal to be hereunto affixed this __ day of
          February, 1988.

                                      SHAWMUT NATIONAL CORPORATION

                                      By:
                                      President and Chief Executive Officer

          (SEAL)

          Attest:
               General Counsel and Secretary



                                                       EXHIBIT 3(i).2


                     CERTIFICATE OF AMENDMENT
                            TO THE
                RESTATED CERTIFICATE OF INCORPORATION
                              OF
                    SHAWMUT NATIONAL CORPORATION

               ______________________________________

               Pursuant to Section 242 of the General
               Corporation Law of the State of Delaware

               ______________________________________

               Shawmut National Corporation, a Delaware corporation
          (hereinafter called the "Corporation"), does hereby certify
          as follows:

               FIRST:  The first sentence of Article FOURTH of the
          Corporation's Certificate of Incorporation is hereby amended
          to read in its entirety as set forth below:

                         FOURTH:   The total number of shares of
                    stock which the Corporation shall have
                    authority to issue is 310,000,000, of which
                    300,000,000 shares with a par value of $.01
                    shall be common stock and of which 10,000,000
                    shares without par value shall be preferred
                    stock.

               SECOND:  The foregoing amendment was duly adopted in
          accordance with Section 242 of the General Corporation Law
          of the State of Delaware.

               IN WITNESS WHEREOF, Shawmut National Corporation has
          caused this Certificate to be duly executed in its corporate
          name this 1st day of September, 1994.

                                   By:                                
                                      Joel B. Alvord
                                      Chairman and Chief Executive Officer



                                                       EXHIBIT 3(i).3


          CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES
                     A JUNIOR PARTICIPATING PREFERRED STOCK
                                   OF 
                       SHAWMUT NATIONAL CORPORATION

          Pursuant to Section 151 of the General Corporation Law of
          the State of Delaware

               We, Joel B. Alvord, Chairman and Chief Executive
          Officer, and Raymond A. Guenter, Secretary, of Shawmut
          National Corporation, a corporation organized and existing
          under the General Corporation Law of the State of Delaware
          (the "Corporation"), in accordance with the provisions of
          Section 103 thereof, DO HEREBY CERTIFY:

               That pursuant to the authority conferred upon the Board
          of Directors by the Restated Certificate of  Incorporation
          of the said Corporation, the said Board of Directors on
          February 28, 1989, adopted the following resolution creating
          a series of 1,500,000 shares of Preferred Stock designated
          as Series A Junior Participating Preferred Stock:

               RESOLVED, that pursuant to the authority vested in the
          Board of Directors of this Corporation in accordance with
          the provisions of its Restated Certificate of Incorporation,
          a series of Junior Preferred Stock of the Corporation be and
          it hereby is created, and that the designation and amount
          thereof and the voting power, preferences and relative,
          participating, optional and other special rights of the
          shares of such series, and the qualifications, limitations
          or restrictions thereof are as follows:

               SECTION 1.  Designation and Amount.  The shares of such
          series shall be designated as "Series A Junior Participating
          Preferred Stock" and the number of shares constituting such
          series shall be 1,500,000.

               SECTION 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 Series A Junior
          Participating Preferred Stock with respect to dividends, the
          holders of shares of Series A Junior Participating Preferred
          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
          first day of January, April, July and October 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 Series A Junior Participating
          Preferred Stock, in an amount per share (rounded to the
          nearest cent) equal to the greater of (a) $2.00 and (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, par value $0.01 per share, of the
          Corporation (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 Series A Junior
          Participating Preferred Stock.  In the event the Corporation
          shall at any time after February 28, 1989 (the "Rights
          Declaration Date") (i) declare any dividend on Common Stock
          payable in shares of Common Stock, (ii) subdivide the
          outstanding Common  Stock, or (iii) combine the outstanding
          Common Stock into a smaller number of shares, then in each
          such case the amount to which holders of shares of Series A
          Junior Participating Preferred 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 A Junior Participating Preferred
          Stock as provided in paragraph (A) above 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 $2.00 per share on the Series A Junior Participating
          Preferred 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 Series A Junior Participating
          Preferred Stock from the Quarterly Dividend Payment Date
          next preceding the date of issue of such shares of Series A
          Junior Participating Preferred 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
          Series A Junior Participating Preferred 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 Series A Junior Participating Preferred Stock in
          among 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
          Series A Junior Participating Preferred Stock entitled to
          receive payment of  a dividend or distribution declared
          thereon, which record date shall be no more than 30 days
          prior to the date fixed for the payment thereof.

               Section 3.  Voting Rights.  The holders of shares of
          Series A Junior Participating Preferred Stock shall have the
          following voting rights:

               (A)  Subject to the provision for adjustment
          hereinafter set forth, each share of Series A Junior
          Participating Preferred Stock shall entitle the holder
          thereof to 100 votes on all matters submitted to a vote of
          the stockholders of the Corporation.  In the event the
          Corporation shall at any time after the Rights Declaration
          Date (i) declare any dividend on Common Stock payable in
          shares of Common Stock, (ii) subdivide the outstanding
          Common Stock, or (iii) combine the outstanding Common Stock
          into a smaller number of shares, then in each such case the
          number of votes per share to which holders of shares of
          Series A Junior Participating Preferred 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 Series A Junior Participating Preferred
          Stock and the holders of shares of Common Stock shall vote
          together as one class on all matters submitted to a vote of
          stockholders of the Corporation.  

               (C)  If at any time a "default in preference
          dividends" (as defined in Article FOURTH of the
          Corporation's Restated Certificate of Incorporation) on any
          Series A Junior Participating Preferred Stock exists, during
          the period while such default in preference dividends
          exists, all holders of Series A Junior Participating
          Preferred Stock shall, in accordance with the provisions of
          said Article FOURTH, have the right, voting together with
          the holders of shares of all other series of Preferred Stock
          as one class, irrespective of series, to elect two (2)
          Directors.

               (D)  Except as set forth herein, holders of Series A
          Junior Participating Preferred 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.

               Section 4. Certain Restrictions.

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

                         (i)  declare or pay dividends on, make any
               other distributions on, or redeem or purchase or
               otherwise acquire for consideration any shares of stock
               ranking junior (either as to dividends or upon
               liquidation, dissolution or winding up) to the Series A
               Junior Participating Preferred 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 A Junior
               Participating Preferred Stock, except dividends paid
               ratably on the Series A Junior Participating Preferred
               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;

                         (iii)  redeem or purchase or otherwise
               acquire for consideration shares of any stock ranking
               on a parity (either as to dividends or upon
               liquidation, dissolution or winding up) with the Series
               A Junior Participating Preferred Stock, provided that
               the Corporation may at any time redeem, purchase or
               otherwise acquire shares of any such parity stock in
               exchange for shares of any stock of the Corporation
               ranking junior (either as to dividends or upon
               dissolution, liquidation or winding up) to the Series A
               Junior Participating Preferred Stock;

                         (iv)  purchase or otherwise acquire for
               consideration any shares of Series A Junior
               Participating Preferred Stock, or any shares of stock
               ranking on a parity with the Series A Junior
               Participating Preferred Stock, except in accordance
               with a purchase offer made in writing or by publication
               (as determined by the Board of Directors) to all
               holders of such shares upon such terms as the Board of
               Directors, after consideration of the respective annual
               dividend rates and other relative rights and
               preferences of the respective rights and preferences of
               the respective series and classes, shall determining in
               good faith will result in fair and equitable treatment
               among the respective series or classes.

                (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.

               Section 5.  Reacquired Shares.  Any shares of Series A
          Junior Participating Preferred 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.

               Section 6.  Liquidation Dissolution or Winding Up.  (A)
          Upon any liquidation (voluntary or otherwise), dissolution
          or winding up of the Corporation, no distribution shall be
          made to the holders of shares of stock ranking junior
          (either as to dividends or upon liquidation, dissolution or
          winding up) to the Series A Junior Participating Preferred
          Stock unless, prior thereto, the holders of shares of Series
          A Junior Participating Preferred Stock shall have received
          $100 per share, plus an amount equal to accrued an amount
          equal to accrued and unpaid dividends and distributions
          thereon, whether or not declared, to the date of such
          payment (the "Series A Liquidation Preference").  Following
          the payment of the full amount of the Series A Liquidation
          Preference, no additional distributions shall be made to the
          holders of shares of Series A Junior Participating Preferred
          Stock unless, prior thereto, the holders of shares of Common
          Stock shall have received an amount per share (the "Common
          Adjustment") equal to the quotient obtained by dividing (i)
          the Series A Liquidation  Preference by (ii) 100 (as
          appropriately adjusted as set forth in subparagraph C below
          to reflect such events as stock splits, stock dividends and
          recapitalizations with respect to the Common Stock) (such
          number in clause (ii) being referred to as the "Adjustment
          Number").  Following the payment of the full amount of the
          Series A Liquidation Preference and the Common Adjustment in
          respect of all outstanding shares of Series A Junior
          Participating Preferred  Stock and Common Stock,
          respectively, holders of Series A Junior Participating
          Preferred Stock and holders of shares of Common Stock shall
          receive their ratable and proportionate share of the
          remaining assets to be distributed in the ratio of the
          Adjustment Number to 1 with respect to such Preferred Stock
          and Common Stock, on a per share basis, respectively.

               (B)  In the event, however, that there are not
          sufficient assets available to permit payment in full of the
          Series A Liquidation Preference and the liquidation
          preferences of all other series of preferred stock, if any,
          which rank on a parity with the Series A Junior
          Participating Preferred Stock, then such remaining assets
          shall be distributed ratably to the holders of the Series A
          Junior Participating Preferred Stock and of such parity
          shares in proportion to their respective liquidation
          preferences.  In the event, however, that after payment in
          full of the Series A Liquidation Preference and the
          liquidation preferences of all other series of preferred
          stock, if any, that rank on a party with the Series A Junior
          Participating Preferred Stock, there are not sufficient
          assets remaining to permit payment in full of the Common
          Adjustment, then such remaining assets shall be distributed
          ratably to the holders of Common Stock.

                    (C)  In the event the Corporation shall at any time
               after the Rights Declaration Date (i) declare any dividend
               on Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine the
               outstanding Common Stock into a smaller number of shares,
               then in each such case the Adjustment Number in effect
               immediately prior to such event shall be adjusted by
               multiplying such Adjustment 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.

                    Section 7.  Consolidation, Merger, etc.  In case the
               Corporation shall enter into any consolidation, merger,
               combination or other transaction 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 Series A Junior Participating
               Preferred 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 the Rights Declaration Date (i) declare any
               dividend on Common Stock payable in shares of Common Stock,
               (ii) subdivide the outstanding Common Stock, or (iii)
               combine the outstanding Common Stock into a smaller number
               of shares, then in each such case the amount set forth in
               the preceding sentence with respect to the exchange or
               change of shares of Series A Junior Participating Preferred
               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.

                    Section 8.  Optional Redemption.  (A)  The Corporation
               shall have the option to redeem the whole or any part of the
               Series A Junior Participation Preferred Stock at any time at
               a redemption price equal to, subject to the provisions for
               adjustment hereinafter set forth, 100 times the "current per
               share market price" of the Common Stock on the date of the
               mailing of the notice of redemption, together with unpaid
               accumulated dividends to the date of such redemption.  In
               the event the Corporation shall at any time after the Rights
               Declaration Date (i) declare any dividend on Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding Common Stock or (iii) combine the outstanding
               Common Stock into a smaller number of shares, then in each
               such case the amount to which holders of shares of Series A
               Junior Participating Preferred Stock were otherwise entitled
               immediately prior to such event under 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. 
               The "current per share market price" on any date shall be
               deemed to be the average of the closing price per share of
               such Common Stock for the 10 consecutive Trading Days (as
               such term is hereinafter defined) immediately prior to such
               date.  The closing price for each day shall be the last sale
               price, regular way, or, in case no such sale takes place on
               such day, the average of the closing bid and asked prices,
               regular way, in either case as reported in the principal
               consolidated transaction reporting system with respect to
               securities listed or admitted to trading on the New York
               Stock Exchange or, if the Common Stock is not listed or
               admitted to trading on the New York Stock Exchange, as
               reported in the principal consolidated transaction reporting
               system with respect to securities listed or admitted to
               trading on the principal national securities exchange on
               which the Common Stock is listed or admitted to trading or,
               if the Common Stock is not listed or admitted to trading on
               any national securities exchange, the last quoted price or,
               if not so quoted the average of the high bid and low asked
               prices in the over-the counter marker, as reported by the
               National Associations of Securities Dealers, Inc. Automated
               Quotation System ("NASDAQ") or such other system then in use
               or, if on any such date the Common Stock is not quoted by
               any such organization, the average of the closing bid and
               asked prices as furnished by a professional market maker
               making a market in the Common Stock selected by the Board of
               Directors of the Corporation.  If on such date no such
               market maker is making a market in the Common Stock, the
               fair value of the Common Stock on such date as determined in
               good faith by the Board of Directors of the Corporation
               shall be used.  The term "Trading Day" shall mean a day on
               which the principal national securities exchange on which
               the Common Stock is listed or admitted to trading is open
               for the transaction of business or, if the Common Stock is
               not listed or admitted to trading on any national securities
               exchange, a Monday, Tuesday, Wednesday, Thursday or Friday
               on which banking institutions in the State of New York are
               not authorized or obligated by law or executive order to
               close.

                    (B)  Notice of any such redemption shall be given by
               mailing to the holders of the Series A Junior Participating
               Preference Stock a notice of such redemption, first class
               postage prepaid, not later than the thirtieth day and not
               earlier than the sixtieth day before the date fixed for
               redemption, at their last address as the same shall appear
               upon the books of the Corporation.  Any notice which is
               mailed in the manner herein provided shall be conclusively
               presumed to have been duly given, whether or not the
               shareholder received such notice, and failure duly to give
               such notice by mail, or any defect in such notice, to any
               holder of Series A Junior Participating Preferred Stock
               shall not affect the validity of the proceedings for the
               redemption of such Series A Junior Participating Preferred
               Stock.  If less than all the outstanding shares of Series A
               Junior Participating Preferred Stock are to be redeemed, the
               redemption shall be made by lot as determined by the Board
               of Directors.

                    (C)  The notice of redemption of each holder of Series
               A Participating Junior Preferred Stock shall specify (a) the
               number of shares of Series A Participating Junior Preferred
               Stock of such holder to be redeemed, (b) the date fixed for
               redemption, (c) the redemption price and (d) the place of
               payment of the redemption price.

                    (D)  If any such notice of redemption shall have been
               duly given or if the Corporation shall have given to the
               bank or trust company hereinafter referred to irrevocable
               written authorization promptly to give or complete such
               notice, and if on or before the redemption date specified
               therein the funds necessary for such redemption shall have
               been deposited by the Corporation with the bank or trust
               company designated in such notice, doing business in the
               United States of America and having a capital, surplus and
               undivided profits aggregating at least $25,000,000 according
               to its last published statement of condition, in trust for
               the benefit of the holders of Series A Junior Participating
               Preferred Stock called for redemption, then, notwithstanding
               that any certificate for such shares so called for
               redemption shall not have been surrendered for cancellation,
               from and after the time of such deposit all such shares
               called for redemption shall no longer be deemed outstanding
               and all rights with respect to such shares no longer be
               deemed outstanding and all rights with respect to such
               shares shall forthwith cease and terminate, except the right
               of the holders thereof to receive from such bank or trust
               company at any time after the time of such deposit the funds
               so deposited, without interest, and the right to exercise,
               up to the close of business on the fifth day before the date
               fixed for redemption, all privileges of conversion or
               exchange if any.  In case less than all the shares
               represented by any surrendered certificate are redeemed, a
               new certificate shall be issued representing the unredeemed
               shares.  Any interest accrued on such funds shall be paid to
               the Corporation from time to time.  Any funds so deposited
               and unclaimed at the end of six years from such redemption
               date shall be repaid to the Corporation, after which the
               holders of shares of Series A Junior Participating Preferred
               Stock called for redemption shall look only to the
               Corporation for payment thereof; provided that any funds so
               deposited which shall not be required for redemption because
               of the exercise of any privilege of conversion or exchange
               subsequent to the date of deposit shall be repaid to the
               Corporation forthwith.

                    Section 9.  Ranking.  The Series A Junior Participating
               Preferred Stock shall rank junior to all other series of the
               Corporation's Preferred Stock as to the payment of dividends
               and the distribution of assets, unless the terms of any such
               series shall provide otherwise.

                    Section 10.  Amendment.  So long as any shares of
               Series A Junior Participating Preferred Stock are
               outstanding, the Restated Certificate of Incorporation of
               the Corporation shall not be further amended in any manner
               which would materially alter or change the powers,
               preferences or special rights of the Series A Junior
               Participating Preferred Stock so as to affect them adversely
               without the affirmative vote of the holders of a majority or
               more of the outstanding shares of Series A Junior
               Participating Preferred Stock, voting separately as a class.

                    Section 11.  Fractional Shares.  Series A Junior
               Participating Preferred Stock may be issued in fractions of
               a share which shall entitle the holder, in proportion to
               such holders fractional shares, to exercise voting rights,
               receive dividends, participate in distributions and to have
               the benefit of all other rights of holders of Series A
               Junior Participating Preferred Stock.

                    WHEREOF, we have executed and subscribed this
               Certificate and do affirm the foregoing as true under the
               penalties of perjury this 28th day of February, 1989.


                                         Joel B. Alvord
                                         President and Chief Executive Officer

               Attest:

                                                              
               Raymond A. Guenter
               Secretary



                                                            EXHIBIT 3(i).4



               CERTIFICATE OF DESIGNATION

               OF 

               9.30% CUMULATIVE PREFERRED STOCK
               (WITHOUT PAR VALUE,
               $250 STATED VALUE)

               OF

               SHAWMUT NATIONAL CORPORATION

                                        

               Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware

                                        

                         SHAWMUT NATIONAL CORPORATION, a corporation
               organized and existing under the laws of the State of
               Delaware (the "Corporation"), HEREBY CERTIFIES that the
               following resolutions were duly adopted by the Board of
               Directors of the Corporation and by the Preferred Stock
               Committee of the Board of Directors, respectively, pursuant
               to authority conferred upon the Board of Directors by the
               provisions of the Certificate of Incorporation of the
               Corporation which authorize the issuance of up to 10,000,000
               shares of preferred stock, without par value ("Preferred
               Stock") and which expressly grants to the Board of Directors
               of the Corporation, subject to the limitations prescribed by
               law and the provisions of the Certificate of Incorporation,
               as amended, the authority to provide for the issuance from
               time to time in one or more series of any number of
               preferred shares and to establish the number of shares to be
               included in each series, and to fix the designation,
               relative rights, preferences, qualifications and limitations
               of the shares, of each such series as shall be stated in the
               Certificate of Incorporation or any amendment thereto or in
               the resolutions providing for the issue of such stock
               adopted by the Board of Directors, and pursuant to authority
               conferred upon the Preferred Stock Committee of the Board of
               Directors by Section 141(c) of the General Corporation Law
               of the State of Delaware, by the By-Laws of the Corporation
               and by the resolutions of the Board of Directors set forth
               herein, at a meeting of the Board of Directors duly held on
               October 27, 1992:

                         The Board of Directors on October 27, 1992 adopted
               the following resolutions designating a Preferred Stock
               Committee of the Board of Directors and authorizing such
               committee to act on behalf of the  Board of Directors in
               connection with the issuance from time to time of 690,000
               shares of preferred stock, without par value, $250 stated
               value, of the Corporation (the "Preferred Shares"):

                         "VOTED:  That the Board of Directors deems it in
               the best interests of the Corporation to constitute and
               appoint a special committee of the Board of Directors to be
               designated the Preferred Stock Committee, which Committee
               shall be comprised at all times of not less than two members
               of the Board of Directors; and be it further

                         VOTED:  That the initial members of the Preferred
               Stock Committee shall be Joel B. Alvord and Gunnar S.
               Overstrom, Jr.; and be it further

                         VOTED:  That the Preferred Stock Committee be and
               hereby is authorized and empowered to act on behalf and in
               the stead of the Board of Directors in connection with the
               issuance of one or more series of the Preferred Shares and,
               in connection therewith, is hereby authorized, to the
               fullest extent permitted by the Delaware General Corporation
               Law as it now exists or is hereafter amended, to determine
               the price and dividend rate at which the Preferred Shares of
               each such series will be sold by the Corporation and to
               determine the designation, preferences and rights of such
               shares relating to dividends, redemption, dissolution, and
               any distribution of assets of the corporation;"

                         1.  The Board of Directors, on October 27, 1992,
               and the Preferred Stock Committee, on November 3, 1992,
               adopted the following resolutions:

                         "VOTED:  That the Preferred Shares shall have the
               designations, preferences, rights, qualifications and
               limitations as follows:

                         (a)  Designation.  The Preferred Shares shall be
                    designated the "9.30% Cumulative Preferred Stock" and
                    the number of shares constituting this series shall be
                    690,000.  Such Preferred Shares shall have a stated
                    value of $250 per share.  The number of authorized
                    Preferred Shares may be reduced by further resolution
                    duly adopted by the Board and by the filing of a
                    certificate pursuant to the provisions of the General
                    Corporation Law of the State of Delaware stating that
                    such reduction has been so authorized, but the number
                    of authorized Preferred Shares shall not be increased.

                         (b)  Dividends.

                              (1)  Dividend periods ("Dividend Periods")
                         shall commence on January 1, April 1, July 1 and
                         October 1 in each year and shall end on and
                         include the day next preceding the first day of
                         the next Dividend Period.  The dividend rate on
                         the Preferred Shares from November 3, 1992 to and
                         including December 31, 1992 (the "Initial Dividend
                         Period") and for each Dividend Period thereafter
                         will be 9.30% per annum of the stated value
                         thereof.  Such dividends shall be cumulative from
                         November 3, 1992 and shall be payable when and as
                         declared by the board, on January 15th, April
                         15th, July 15th and October 15th of each year,
                         commencing January 15, 1993.  Each such dividend
                         shall be paid to the holders of record of
                         Preferred Shares as they appear on the stock
                         register of the Corporation on such record date,
                         not exceeding 30 days preceding the payment date
                         thereof, as shall be fixed by the 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.

                              (2)  No full dividends shall be declared or
                         paid or set apart for payment on Preferred Stock
                         of any series ranking, as to dividends, on a
                         parity with or junior to the Preferred Shares 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 Shares 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
                         Preferred Shares and any other Preferred Stock
                         ranking on a parity as to dividends with the
                         Preferred Shares, all dividends declared upon
                         shares of the Preferred Shares and any other
                         Preferred Stock ranking on a parity as to
                         dividends with the Preferred Shares shall be
                         declared pro rata so that the amount of dividends
                         declared per share on the Preferred Shares and
                         such other Preferred Stock shall in all cases bear
                         to each other the same ratio that accrued
                         dividends per share on the Preferred Shares and
                         such other Preferred Stock bear to each other. 
                         Holders of the Preferred Shares shall not be
                         entitled to any dividend, whether payable in cash,
                         property or stock, in excess of full cumulative
                         dividends, as herein provided, on the Preferred
                         Shares.  No interest, or sum of money in lieu of
                         interest, shall be payable in respect of any
                         dividend payment or payments on the Preferred
                         Shares which may be in arrears.

                              (3)  So long as any of the Preferred Shares
                         are outstanding, no dividend (other than a
                         dividend in Common Stock or in any other stock
                         ranking junior to the Preferred Shares as to
                         dividends and upon liquidation and other than as
                         provided in paragraph (2) of this Section (b))
                         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 Shares
                         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
                         the Preferred Shares 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 the Preferred Shares as to dividends and
                         upon liquidation) unless, in each case, the full
                         cumulative dividends on all outstanding Preferred
                         Shares shall have been paid for all past dividend
                         payment periods.

                              (4)  Dividends payable on each Preferred
                         Share for each Dividend Period shall be computed
                         by annualizing the applicable dividend rate and
                         dividing by four.  Dividends payable on the
                         Preferred Shares for any period less than a full
                         Dividend Period shall be computed on the basis of
                         a 360-day year consisting of twelve 30-day months.

                         (c)  Redemption.

                              (1)  The Preferred Shares shall not be
                         redeemable prior to October 15, 1997.  On and
                         after October 15, 1997, the Corporation, at its
                         option, may redeem the Preferred Shares, as a
                         whole or in part, at any time or from time to time
                         at a redemption price equal to $250 per share plus
                         accrued and unpaid dividends thereon to the date
                         fixed for redemption.

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

                              (3)  In the event the Corporation shall
                         redeem Preferred Shares, notice of such redemption
                         shall be given by first class mail, postage
                         prepaid, mailed not less that 30 nor more than 60
                         days prior to the redemption 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: (i) the redemption date; (ii) the
                         number of Preferred Shares 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; (iii) the redemption
                         price; (iv) the place or places where certificates
                         for such shares are to be surrendered for payment
                         of the redemption price; and (v) that dividends on
                         the shares to be redeemed will cease to accrue on
                         such redemption date.

                              (4)  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 Preferred Shares 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 stockholders
                         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 or any duly authorized 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.

                              (5)  Any of the Preferred Shares 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.

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

                         (d)  Conversion or Exchange.  The holders of the
                    Preferred Shares 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.

                         (e)  Voting.  The Preferred Shares shall not have
                    any voting powers, either general or special, except
                    that 

                              (i)  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 Preferred Shares 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 Preferred
                         Shares 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 Restated Certificate
                         of Incorporation or of any certificate amendatory
                         thereof or supplemental thereto (including any
                         Certificate of Designation, Preferences and Rights
                         or any similar document relating to any series of
                         Preferred Stock) which would adversely affect the
                         preferences, rights, powers or privileges of the
                         Preferred Shares;

                              (ii)  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 Preferred Shares
                         and all other series of Preferred Stock ranking on
                         a party with the Preferred Shares, either as to a
                         parity with the Preferred Shares, 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 Preferred
                         Shares 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
                         Preferred Shares 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;

                              (iii)  If at the time of any annual meeting
                         of stockholders for the election of directors a
                         default in preference dividends (as defined below)
                         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 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.  Each director elected
                         by the holders of shares of Preferred Stock
                         (herein called a "Preferred Director") shall
                         continue to serve as such director for the full
                         term for which he or she shall have been elected,
                         notwithstanding that prior to the end of such term
                         a default in preference dividends shall cease to
                         exist.  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
                         stockholders, 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, (a) any vacancy in
                         the office of a Preferred Director may be filled
                         (except as provided in the following clause (b))
                         by an instrument in writing signed by the
                         remaining Preferred Director and filed with the
                         Corporation and (b) in 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. 
                         Each director appointed as aforesaid by the
                         remaining Preferred Director shall be deemed, for
                         all purposes hereof, to be a Preferred Director. 
                         Whenever the term of office of the Preferred
                         Directors shall end and a default in preference
                         dividends shall no longer exist, the number of
                         directors constituting the Board of Directors of
                         the Corporation shall be reduced by two.  For the
                         purposes hereof, a "default in preference
                         dividends" on the Preferred Stock shall be deemed
                         to exist whenever the amount of accrued dividends
                         upon any series of Preferred Stock shall be
                         equivalent to six full quarter-yearly dividends or
                         more, and, having so occurred, such default shall
                         be deemed to exist thereafter until, but only
                         until, all accrued 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 quarterly dividend period.

                         (f)  Liquidation Rights.

                              (1)  Upon the voluntary or involuntary
                         dissolution, liquidation or winding up of the
                         Corporation, the holders of the Preferred Shares
                         shall be entitled to receive, before any payment
                         or distribution shall be made on the Common Stock
                         or on any other class of stock ranking junior to
                         the Preferred Shares upon liquidation, the amount
                         of $250 per share, plus a sum equal to all
                         dividends (whether or not earned or declared) on
                         such shares accrued and unpaid thereon to the date
                         of final distribution.

                              (2)  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
                         corporation, nor the merger or consolidation of
                         any other corporation into or with the
                         Corporation, shall be deemed to be a dissolution,
                         liquidation or winding up, voluntary or
                         involuntary, for the purpose of this Section (f).

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

                              (4)  In the event the assets of the
                         Corporation available for distribution to the
                         holders of the Preferred Shares 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 (1) of this Section (f), 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 Preferred
                         Shares upon such dissolution, liquidation or
                         winding up unless proportionate distributive
                         amounts shall be paid on account of the Preferred
                         Shares, 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.

                              (5)  Upon the voluntary or involuntary
                         dissolution, liquidation or winding up of the
                         Corporation, the holders of the Preferred Shares
                         then outstanding shall be entitled to be paid out
                         of the assets of the Corporation available for
                         distribution to its stockholders all amounts to
                         which such holders are entitled pursuant to
                         paragraph (1) of this Section (f) before any
                         payment shall be made to the holders of any class
                         of capital stock of the  Corporation ranking
                         junior upon liquidation to the Preferred Shares.

                         (g)  Ranking of Classes of Stock.  For purposes of
               this resolution, any stock of any class or classes of the  
               Corporation shall be deemed to rank:

                              (1)  prior to the Preferred Shares, 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 voluntary or involuntary dissolution,
                         liquidation or winding up of the Corporation, as
                         the case may be, in preference or priority to the
                         holders of the Preferred Shares;

                              (2)  on a parity with the Preferred Shares,
                         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 the Preferred Shares, if
                         the holders of such stock shall be entitled to the
                         receipt of dividends or of amounts distributable
                         upon voluntary or involuntary 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 the Preferred Shares; and

                              (3)  junior to the Preferred Shares, either
                         as to dividends or upon liquidation, if such class
                         shall be Common Stock or if the holders of the
                         Preferred Shares shall be entitled to receipt of
                         dividends or of amounts distributable upon
                         voluntary or involuntary 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.


                         IN WITNESS WHEREOF, Shawmut National Corporation
               has caused its corporate seal to be hereunto affixed and
               this Certificate to be signed by its Chairman and Chief
               Executive Officer, Joel B. Alvord, and attested by its
               Secretary, Raymond A. Guenter, this 3rd day of November,
               1992.

                                        SHAWMUT NATIONAL CORPORATION

                                        By:                                 
                                           Name:  Joel B. Alvord
                                           Title:   Chairman and Chief
                                                      Executive Officer

               [Corporate Seal]

               Attest:

                                                                        
               Secretary



                                                            EXHIBIT 3(i).5



                               SHAWMUT NATIONAL CORPORATION

                               ____________________________

                            AMENDED CERTIFICATE OF DESIGNATION
                            OF 9.30% CUMULATIVE PREFERRED STOCK

                              Pursuant to Section 151 of the
                              General Corporation Law of the
                                     State of Delaware

                         We, Joel B. Alvord and Raymond A. Guenter, being
               the Chairman and Chief Executive Officer and Secretary,
               respectively, of Shawmut National Corporation, a Delaware
               Corporation (the  Corporation ), pursuant to resolutions of
               the Board of Directors of the Corporation adopted November
               24, 1992 at a duly constituted meeting, hereby certify:

                         FIRST:  That the Corporation filed a Certificate
               of Designation on November 4, 1992 designating 690,000 of
               the authorized preferred stock as  9.30% Cumulative
               Preferred Stock. 

                         SECOND:  That the Corporation s Certificate of
               Designation is hereby amended to reduce the number of shares
               constituting the series from 690,000 to 575,000.

                         THIRD:  That only 575,000 of the Corporation s
               9.30% Cumulative Preferred Stock have been issued.

                         FOURTH:  That said Amended Certificate of
               Designation has been duly adopted in accordance with the
               provisions of Section 151 of the General Corporation Law of
               the State of Delaware.


                         IN WITNESS WHEREOF, we have caused this
               Certificate to be signed and attested by the Corporation s
               duly authorized officers this 24th day of November, 1992.

               CORPORATE SEAL           ______________________________
                                        Joel B. Alvord
                                        Chairman and Chief Executive Officer

               ATTEST:

               _________________________
               Raymond A. Guenter
               Secretary



                                                            EXHIBIT 3(i).6



                                 CERTIFICATE OF CORRECTION

                              CERTIFICATE OF CORRECTION FILED
                             TO CORRECT A CERTAIN ERROR IN THE
                               CERTIFICATE OF DESIGNATION OF
                            9.30% CUMULATIVE PREFERRED STOCK OF
                               SHAWMUT NATIONAL CORPORATION
                          FILED IN THE OFFICE OF THE SECRETARY OF
                        STATE OF DELAWARE ON NOVEMBER 4, 1992, AND
                          RECORDED IN THE OFFICE OF THE RECORDER
                         OF DEEDS FOR NEW CASTLE COUNTY, DELAWARE
                                    ON NOVEMBER 4, 1992

               Shawmut National Corporation, a corporation organized and
               existing under and by virtue of the General Corporation Law
               of the State of Delaware,

                    DOES HEREBY CERTIFY:

                    (v)    The name of the corporation is Shawmut
                    National Corporation.

                    (vi)   A Certificate of Designation of 9.30%
                    Cumulative Preferred Stock (the  Certificate ) was
                    filed by the Secretary of State of Delaware on
                    November 4, 1992 and recorded in the office of the
                    Recorder of Deeds of New Castle County on November
                    4, 1992, and said Certificate requires correction
                    as permitted by subsection (f) of Section 103 of
                    the General Corporation Law of the State of
                    Delaware.

                    (vii)  The inaccuracy or defect of said
                    Certificate is as follows:  The dates  January 1,
                    April 1, July 1 and October 1" in the second and
                    third lines of Section 2(b)(1) of the Certificate
                    should be deleted and the dates January 16, April
                    16, July 16 and October 16 should be inserted in
                    lieu thereof.  The date  December 31, 1992" in the
                    seventh line of the same subsection should be
                    deleted and the subsection should be deleted and
                    the date January 15, 1993 should be inserted in
                    lieu thereof.

                    (viii) The first two sentences of Section 2(b)(1)
                    of the Certificate are corrected to read as
                    follows:

                     (1) Dividend periods ( Dividend Periods ) shall
                    commence on January 16, April 16, July 16 and
                    October 16 in each year and shall end on and
                    include the day next preceding the first day of
                    the next Dividend Period.  The dividend rate on
                    the Preferred Shares from November 3, 1992 to and
                    including January 15, 1993 (the  Initial Dividend
                    Period ) and for each Dividend Period thereafter
                    will be 9.30% per annum of the stated value
                    thereof. 

                    IN WITNESS WHEREOF, Shawmut National Corporation has
               caused its corporate seal to be hereunto affixed and this
               Certificate to be signed by its Chairman and Chief Executive
               Officer, Joel B. Alvord, and attested by its Secretary,
               Raymond A. Guenter, this 13th day of November, 1992.

                                   SHAWMUT NATIONAL CORPORATION

                                   By: ______________________________
                                        Name:  Joel Alvord
                                        Title:  Chairman and Chief
               Executive Officer

               [Corporate Seal]

               Attest:

               ______________________________
               Secretary
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 153512}]
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            _________________________
                                    FORM 8-K
                                 CURRENT REPORT
                            _________________________
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): December 29, 1994

                          SHAWMUT NATIONAL CORPORATION           

        Delaware             1-10102                   06-1212629        
     (State or other     (Commission File         (IRS Employer
     jurisdiction of         Number)              Identification No.)
     incorporation)

             777 Main Street, Hartford, Connecticut         06115
             One Federal Street, Boston, Massachusetts      02211
             (Address of principal executive offices)       (Zip Code)

                                                                          
                                                             (203) 728-2000
         Registrant's telephone number, including area code: (617) 292-2000

                               Not Applicable                         
     (Former name or former address, if changed since last report)

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
               AND EXHIBITS.

               The following exhibits are filed with this Current
     Report on Form 8-K:

          EXHIBIT
          NUMBER              DESCRIPTION

          3(i).1              Restated Certificate of Incorporation of
                              Shawmut National Corporation.

          3(i).2              Certificate of Amendment to the Restated
                              Certificate of Incorporation of Shawmut
                              National Corporation.

          3(i).3              Certificate of Designation, Preferences
                              and Rights of Series A Junior
                              Participating Preferred Stock of Shawmut
                              National Corporation.

          3(i).4              Certificate of Designation of 9.30%
                              Cumulative Preferred Stock of Shawmut
                              National Corporation.

          3(i).5              Amended Certificate of Designation of
                              9.30% Cumulative Preferred Stock of
                              Shawmut National Corporation.

          3(i).6              Certificate of Correction Filed to
                              Correct a Certain Error in the
                              Certificate of Designation of 9.30%
                              Cumulative Preferred Stock of Shawmut
                              National Corporation.

                                 SIGNATURES

               Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned hereunto duly authorized.

                                   SHAWMUT NATIONAL CORPORATION

                                                   

                                   By: /s/ Joel B. Alvord
                                       __________________________________ 
                                       Joel B. Alvord
                                       Chairman and Chief Executive Officer

     Dated:  December 29, 1994

                                  EXHIBIT INDEX

     EXHIBIT                                                     PAGE
     NUMBER         DESCRIPTION                                  NUMBER

     3(i).1         Restated Certificate of Incorporation
                    of Shawmut National Corporation.........      

     3(i).2         Certificate of Amendment to the Restated
                    Certificate of Incorporation of Shawmut 
                    National Corporation...................       

     3(i).3         Certificate of Designation, Preferences 
                    and Rights of Series A Junior
                    Participating Preferred Stock of Shawmut
                    National Corporation....................      

     3(i).4         Certificate of Designation of 9.30% 
                    Cumulative Preferred Stock of Shawmut 
                    National Corporation...................       

     3(i).5         Amended Certificate of Designation of 
                    9.30% Cumulative Preferred Stock  of
                    Shawmut National Corporation...........       

     3(i).6         Certificate of Correction Filed to 
                    Correct a Certain Error in the 
                    Certificate of Designation of 9.30%   
                    Cumulative Preferred Stock of Shawmut 
                    National Corporation...................       

                                                       EXHIBIT 3(i).1

                   RESTATED CERTIFICATE OF INCORPORATION
                                  OF
                       SHAWMUT NATIONAL CORPORATION

             SHAWMUT NATIONAL CORPORATION, a corporation organized and
          existing under the laws of the State of Delaware, does
          hereby certify that, pursuant to Sections 242 and 245 of the
          General Corporation Law of the State of Delaware, the
          Certificate of Incorporation, originally filed with the
          Secretary of State of Delaware on September 1, 1987, is
          amended and restated to read in its entirety as follows:

               FIRST:  The name of the Corporation is Shawmut National
             Corporation (hereinafter the "Corporation").

               SECOND:  The address of the registered office of the
             Corporation in the State of Delaware is 1209 Orange
             Street, in the City of Wilmington, County of New Castle. 
             The name of its registered agent at that address is The
             Corporation Trust Company.

               THIRD:  The purpose of the Corporation is to engage in
             any lawful act or activity for which a corporation may be
             organized under the General Corporation Law of the State
             of Delaware as set forth in Title 8 of the Delaware Code
             (the "GCL").

               FOURTH:  The total number of shares of stock which the
             Corporation shall have authority to issue is 160,000,000,
             of which 150,000,000 shares with a par value of $.01
             shall be common stock and of which 10,000,000 shares
             without par value shall be preferred stock.

             The Board of Directors of the Corporation is authorized,
          subject to limitations prescribed by law and the provisions
          of this Article, to provide for the issuance from time to
          time in one or more series of any number of the preferred
          shares, and, by filing a certificate pursuant to the GCL, to
          establish the number of shares to be included in each such
          series, and to fix the designation, relative rights,
          preferences, qualifications and limitations of the shares of
          each such series.  The authority of the Board of Directors
          with respect to each series shall include, but not be
          limited to, determination of the following:

               a.  The number of shares constituting that series and
             the distinctive designation of that series;

               b.  The dividend rate on the shares of that series,
             whether dividends shall be cumulative, and, if so, from
             which date or dates, and whether they shall be payable in
             preference to, or in another relation to, the dividends
             payable to any other class or classes or series of stock;

               c.  Whether that series shall have voting rights, in
             addition to the voting rights provided by law, and, if
             so, the terms of such voting rights;

               d.  Whether that series shall have conversion or
             exchange privileges, and, if so, the terms and conditions
             of such conversion or exchange, including provision for
             adjustment of the conversion or exchange rate in such
             events as the Board of Directors shall determine;

               e.  Whether or not the shares of that series shall be
             redeemable, and, if so, the terms and conditions of such
             redemption, including the manner of selecting shares for
             redemption if less than all shares are to be redeemed,
             the date or dates upon or after which they shall be
             redeemable, and the amount per share payable in case of
             redemption, which amount may vary under different
             conditions and at different redemption dates;

               f.  Whether that series shall be entitled to the
             benefit of a sinking fund to be applied to the purchase
             or redemption of shares of that series, and, if so, the
             terms and amounts of such sinking fund;

               g.  The right of the shares of that series to the
             benefit of conditions and restrictions upon the creation
             of indebtedness of the Corporation or any subsidiary,
             upon the issue of any additional stock (including
             additional shares  of such series or of any other series)
             and upon the payment of dividends or the making of other
             distributions on, and the purchase, redemption or other
             acquisition by the Corporation or any subsidiary of any
             outstanding stock of the Corporation;

               h.  The right of the shares of that series in the event
             of voluntary or involuntary liquidation, dissolution or
             winding up of the Corporation and whether such rights
             shall be in preference to, or in another relation to, the
             comparable rights of any other class or classes or series
             of stock; and

               i.  Any other relative, participating, optional or
             other special rights, qualifications, limitations or
             restrictions of that series.

             Shares of any series of preferred stock which have been
          redeemed (whether through the operation of a sinking fund or
          otherwise) or which, if convertible or exchangeable, have
          been converted into or exchanged for shares of stock of any
          other class or classes shall have the status of authorized
          and unissued shares of preferred stock of the same series
          and may be reissued as a part of the series of which they
          were originally a part or may be reclassified and reissued
          as part of a new series of preferred stock to be created by
          resolution or resolutions of the Board of Directors or as
          part of any other series of preferred stock, all subject to
          the conditions and the restrictions adopted by the Board of
          Directors providing for the issue of any series of preferred
          stock.

             Subject to the provisions of any applicable law, or
          except as otherwise provided by the resolution or
          resolutions providing for the issue of any series of
          preferred stock, the holders of outstanding shares of common
          stock shall exclusively possess voting power for the
          election of directors and for all other purposes, each
          holder of record of shares of common stock being entitled to
          one vote for each share of common stock standing in his name
          on the books of the Corporation.

             Except as otherwise provided by the resolution or
          resolutions providing for the issue of any series of
          preferred stock, after payment shall have been made to the
          holders of preferred stock of the full amount of dividends
          to which they shall be entitled pursuant to the resolution
          or resolutions providing for the issue of any other series
          of preferred stock, the holders of common stock shall be
          entitled, to the exclusion of the holders of preferred stock
          of any and all series, to receive such dividends as from
          time to time may be declared by the Board of Directors.

             Except as otherwise provided by the resolution or
          resolutions providing for the issue of any series of
          preferred stock, in the event of any liquidation,
          dissolution or winding up of the Corporation, whether
          voluntary or involuntary, after payment shall have been made
          to the holders of preferred stock of the full amount to
          which they shall be entitled pursuant to the resolution or
          resolutions providing for the issue of any series of
          preferred stock the holders of common stock shall be
          entitled, to the exclusion of the holders of preferred stock
          of any and all series, to share, ratable according to the
          number of shares of common stock held by them, in all
          remaining assets of the Corporation available for
          distribution to its shareholders.

             The number of authorized shares of any class may be
          increased or decreased by the affirmative vote of the
          holders of a majority of the stock of the Corporation
          entitled to vote.

          SERIES OF ADJUSTABLE RATE PREFERRED STOCK

             (a)  Designation.  The designation of the series of
          Preferred  Stock created by this resolution shall be
          "Preferred Stock with Cumulative and Adjustable Dividends"
          (hereinafter called this "Series") and the number of shares
          constituting this Series is 700,000.  Shares of this Series
          shall have a stated value of $50 per share.  The number of
          authorized shares of this Series may be reduced by further
          resolution duly adopted by the Board and by the filing of a
          certificate pursuant to the provisions of the GCL stating
          that such reduction has been so authorized, but the number
          of authorized shares of this Series shall not be increased.

             (b)  Dividend Rate.  (1)  The dividend rate on the shares
          of this Series shall be $.8875 per share for the period (the
          "Initial Dividend Period") from the date of their original
          issue to and including March 31, 1988.  Dividend rates on
          the shares of this Series shall be for each quarterly
          dividend period (hereinafter referred to as a "Quarterly
          Dividend Period"; and the Initial Dividend Period or any
          Quarterly Dividend Period being hereinafter individually
          referred to as a "Dividend Period" and collectively referred
          to as "Dividend Periods") thereafter, which Quarterly
          Dividend Periods shall commence on January 1, April 1, July
          1, and October 1, in each year and shall end on and include
          the day next preceding the first day of the next Quarterly
          Dividend Period, at a rate per annum of the stated value
          thereof of 2.25% below the Applicable Rate (as defined in
          paragraph (2) of this Section (b)) in respect of such
          Quarterly Dividend Period. Anything to the contrary herein
          notwithstanding, the dividend rate for any Quarterly
          Dividend Period shall in no event be less than 6% or greater
          than 12% per annum.  Such dividends shall be cumulative from
          the date of original issue of such shares and shall be
          payable, when and as declared by the Board, on January 1,
          April 1, July 1, and October 1, of each year, commencing on
          April 1, 1988.  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 30 days preceding the payment date thereof, as
          shall be fixed by the 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.

             (2) Except as provided below in this paragraph, the
          "Applicable Rate" for any Quarterly Dividend Period shall be
          the highest of the Treasury Bill Rate, then Ten Year
          Constant Maturity Rate or the Twenty Year Constant Maturity
          Rate (each as hereinafter defined) for such Dividend Period. 
          In the event that the Corporation determines in good faith
          that for any reason one or more of such rates cannot be
          determined for any Quarterly Dividend Period, then the
          Applicable Rate for such Quarterly Dividend Period shall be
          the higher of whichever of such rates can be so determined. 
          In the event that the Corporation determines in good faith
          that none of such rates can be determined for any Quarterly
          Dividend Period, then the Applicable Rate in effect for the
          preceding Dividend Period shall be continued for such
          Dividend Period.

             (3)  Except as provided below in this paragraph, the
          "Treasury Bill Rate" for each Quarterly Dividend Period
          shall be the arithmetic average of the two most recent
          weekly per annum market discount rates (or the one weekly
          per annum market discount rate, if only one such rate shall
          be published during the relevant Calendar Period as provided
          below) for three-month U.S. Treasury bills, as published
          weekly by the Federal Reserve Board during the Calendar
          Period immediately prior to the last ten calendar days of
          the March, June, September or December, as the case may be,
          prior to the Quarterly Dividend Period for which the
          dividend rate on this Series is being determined.  In the
          event that the Federal Reserve Board does not publish such a
          weekly per annum market discount rate during such Calendar
          Period, then the Treasury Bill Rate for such Dividend Period
          shall be the arithmetic average of the two most recent
          weekly per annum market discount rates (or the one weekly
          per annum market discount rate, if only one such rate shall
          be published during the relevant Calendar Period as provided
          below) for three-month U.S. Treasury bills, as published
          weekly during such Calendar Period by any Federal Reserve
          Bank or by any U.S. Government department or agency selected
          by the Corporation. In the event that a per annum market
          discount rate for three-month U.S. Treasury bills shall not
          be published by the Federal Reserve Board or by any Federal
          Reserve Bank or by any U.S. Government department or agency
          during such Calendar Period, then the Treasury Bill Rate for
          such Dividend Period shall be the arithmetic average of the
          two most recent weekly per annum market discount rates (or
          the one weekly per annum market discount rate, if only one
          such rate shall be published during the relevant Calendar
          Period as provided below) for all of the U.S. Treasury bills
          then having maturities of not less than 80 nor more than 100
          days, as published during such Calendar Period by the
          Federal Reserve Board or, if the Federal Reserve Board shall
          not publish such rates, by any Federal Reserve Bank or by
          any U.S. Government department or agency selected by the
          Corporation.  In the event that the Corporation determines
          in good faith that for any reason no such U.S. Treasury Bill
          Rates are published as provided above during such Calendar
          Period, then the Treasury Bill Rate for such Dividend Period
          shall be the arithmetic average of the per annum market
          discount rates based upon the closing bids during such
          Calendar Period for each of the issues of marketable
          noninterest-bearing U.S. Treasury securities with a maturity
          of not less than 80 nor more than 100 days from the date of
          each such quotation, as quoted daily for each business day
          in New York City (or less frequently if daily quotations
          shall not be generally available) to the Corporation by at
          least three recognized U.S. Government securities dealers
          selected by the Corporation.  In the event that the
          Corporation determines in good faith that for any reason the
          Corporation cannot determine the Treasury Bill Rate for any
          Quarterly Dividend Period as provided above in this
          paragraph, the Treasury Bill Rate for such Dividend Period
          shall be the arithmetic average of the per annum market
          discount rates based upon the closing bids during such
          Calendar Period for each of the issues of marketable
          interest-bearing U.S. Treasury securities with a maturity of
          not less than 80 nor more than 100 days from the date of
          each such quotation, as quoted daily for each business day
          in New York City (or less frequently if daily quotations
          shall not be generally available) to the Corporation by at
          least three recognized U.S. Government securities dealers
          selected by the Corporation.

             (4)  Except as provided in this paragraph, the "Ten Year
          Constant Maturity Rate" for each Quarterly Dividend Period
          shall be the arithmetic average of the two most recent
          weekly per annum Ten Year Average Yields (or the one weekly
          per annum Ten Year Average Yield, if only one such Yield
          shall be published during the relevant Calendar Period as
          provided below), as published weekly by the Federal Reserve
          Board during the Calendar Period immediately prior to the
          last ten calendar days of the March, June, September or
          December, as the case may be, prior to the Quarterly
          Dividend Period for which the dividend rate on this Series
          is being determined.  In the event that the Federal Reserve
          Board does not publish such a weekly per annum Ten Year
          Average Yield during such Calendar Period, then the Ten Year
          Constant Maturity Rate for such Dividend Period shall be the
          arithmetic average of the two most recent weekly per annum
          Ten Year Average Yields (or the one weekly per annum Ten
          Year Average Yield, if only one such Yield shall be
          published during the relevant Calendar Period as provided
          below), as published weekly during such Calendar Period by
          any Federal Reserve Bank or by any U.S. Government
          department or agency selected by the Corporation.  In the
          event that a per annum Ten Year Average Yield shall not be
          published by the Federal Reserve Board or by any Federal
          Reserve Bank or by any U.S. Government department or agency
          during such Calendar Period, then the Ten Year Constant
          Maturity Rate for such Dividend Period shall be the
          arithmetic average of the two most recent weekly per annum
          average yields to maturity (or the one weekly average yield
          to maturity, if only one such yield shall be published
          during the relevant Calendar Period as provided below) for
          all of the actively traded marketable U.S. Treasury fixed
          interest rate securities (other than Special Securities)
          then having maturities of not less than eight nor more than
          twelve years, as published during such Calendar Period by
          the Federal Reserve Board or, if the Federal Reserve Board
          shall not publish such yields, by any Federal Reserve Bank
          or by any U.S. Government department or agency selected by
          the Corporation.  In the event that the Corporation
          determines in good faith that for any reason the Corporation
          cannot determine the Ten Year Constant Maturity Rate for any
          Quarterly Dividend Period as provided above in this
          paragraph, then the Ten Year Constant Maturity Rate for such
          Dividend Period shall be the arithmetic average of the per
          annum average yields to maturity based upon the closing bids
          during such Calendar Period for each of the issues of the
          actively traded marketable U.S. Treasury fixed interest rate
          securities (other than Special Securities) with a final
          maturity date not less than eight nor more than twelve years
          form the date of each such quotation, as quoted daily for
          each business day in New York City (or less frequently if
          daily quotations shall not be generally available) to the
          Corporation by at lest three recognized U.S. Government
          securities dealers selected by the Corporation.

             (5)  Except as provided below in the paragraph, the
          "Twenty Year Constant Maturity Rate" for each Quarterly
          Dividend Period shall be the arithmetic average of the two
          most recent weekly per annum Twenty Year Average Yields (or
          the one weekly per annum Twenty Year Average Yield, if only
          one such Yield shall be published during the relevant
          Calendar Period as provided below), as published weekly by
          the Federal Reserve Board during the Calendar Period
          immediately prior to the last ten calendar days of the
          March, June, September or December, as the case may be,
          prior to the Quarterly Dividend Period for which the
          dividend rate on this Series is being determined.  In the
          event that the Federal Reserve Board does not publish such a
          weekly per annum Twenty Year Average Yield during such
          Calendar Period, then the Twenty Year Constant Maturity Rate
          for such Dividend Period shall be the arithmetic average of
          the two most recent weekly per annum Twenty Year Average
          Yields (or the one weekly per annum Twenty Year Average
          Yield, if only one such Yield shall be published during the
          relevant Calendar Period as provided below), as published
          weekly during such Calendar Period by any Federal Reserve
          Bank or by any U.S. Government department or agency selected
          by the Corporation.  In the event that a per annum Twenty
          Year Average Yield shall not be published by the Federal
          Reserve Board or by any Federal Reserve Bank or by any U.S.
          Government department or agency during such Calendar Period,
          then the Twenty Year Constant Maturity Rate for such
          Dividend Period shall be the arithmetic average of the two
          most recent weekly per annum average yields to maturity (or
          the one weekly average yield to maturity, if only one such
          yield shall be published during the relevant Calendar Period
          as provided below) for all of the actively trade marketable
          U.S. Treasury fixed interest securities (other than Special
          Securities) then having maturities of not less than eighteen
          nor more than twenty-two years, as published during such
          Calendar Period by the Federal Reserve Board or, if the
          Federal Reserve Board shall not publish such yields, by any
          Federal Reserve Bank or by any U.S. Government department or
          agency selected by the Corporation.  In the event that the
          Corporation determines in good faith that for any reason the
          Corporation cannot determine the Twenty Year Constant
          Maturity Rate for any Quarterly Dividend Period as provided
          above in this paragraph, then the Twenty Year Constant
          Maturity Rate for such Dividend Period shall be the
          arithmetic average of the per annum average yields to
          maturity based upon the closing bids during such Calendar
          Period for each of the issues of actively traded marketable
          U.S. Treasury fixed interest rate securities (other than
          Special Securities) with a final maturity date not less than
          eighteen nor more than twenty-two years from the date of
          each such quotation, as quoted daily for each business day
          in New York City (or less frequently if daily quotations
          shall not be generally available) to the Corporation by at
          least three recognized U.S. Government securities dealers
          selected by the Corporation.

             (6)  The Treasury Bill Rate, the Ten Year Constant
          Maturity Rate and the Twenty Year Constant Maturity Rate
          shall each be rounded to the nearest five hundredths of a
          percentage point.

             (7)  The dividend rate with respect to each Quarterly
          Dividend Period will be calculated as promptly as
          practicable by the Corporation according to the appropriate
          method described herein.  The mathematical accuracy of each
          such calculation will be confirmed in writing by independent
          accountants of recognized standing.  The Corporation will
          cause each dividend rate to be published in a newspaper of
          general circulation in New York City prior to the
          commencement of the new Quarterly Dividend Period to which
          it applies and will cause notice of such dividend rate to be
          enclosed with the dividend payment checks next mailed to the
          holders of shares of this Series.

             (8)  For purposes of this Section (b), the term

               (i)  "Calendar Period" shall mean 14 calendar days;

               (ii)  "Special Securities" shall mean securities which
             can, at the option of the holder, be surrendered at face
             value in payment of any Federal estate tax or which
             provide tax benefits to the holder and are priced to
             reflect such tax benefits or which were originally issued
             at a deep or substantial discount.

               (iii)  "Ten Year Average Yield" shall mean the average
             yield to maturity for actively traded marketable U.S.
             Treasury fixed interest rate securities (adjusted to
             constant maturities of ten years); and

               (iv)  "Twenty Year Average Yield" shall mean the
             average yield to maturity for actively traded marketable
             U.S. Treasury fixed interest rate securities (adjusted to
             constant maturities of 20 years).

             (9)  No full dividends shall be declared or paid or set
          apart for payment on 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 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 accrued 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 dividend, whether payable in
          cash, property or stocks, 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.

             (10)  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 (9) of this Section (b)) 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 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.

             (11)  Dividends payable on each share of this Series for
          each full Quarterly Dividend Period shall be computed by
          dividing the dividend rate for such Quarterly Dividend
          Period by four and applying such rate against the stated
          value per share of this Series.  Dividends payable on this
          Series for any period less than a full Quarterly Dividend
          Period shall be computed on the basis of a 360-day year
          consisting of 30-day months.

             (c)  Redemption.  (1)  The shares of this Series shall
          not be redeemable prior to April 1, 1988.  On and after
          April 1, 1988, the Corporation, at its option, may redeem
          shares of this Series, as a whole or in part, at any time or
          from time to time, at a redemption price (i) in the case of
          any redemption on a redemption date occurring on or after
          April 1, 1988, and prior to April 1, 1993, of $51.50 per
          share, and (ii) in the case of any redemption on a
          redemption date occurring on or after April 1, 1993, of
          $50.00 per share, plus, in each case, accrued and unpaid
          dividends thereon to the date fixed for redemption.

             (2)  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 and
          the shares to be redeemed shall be determined by lot or pro
          rata as may be determined by the Board or by any other
          method as may be determined by the Board in its sole
          discretion to be equitable.

             (3)  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 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:  (i) the
          redemption date; (ii) 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; (iii) the redemption price; (iv)
          the place or places where certificates for such shares are
          to be surrendered for payment of the redemption price; and
          (v) that dividends on the shares to be redeemed will cease
          to accrue on such redemption date.

             (4)  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 stockholders 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 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.

             (5)  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.

             (6)  Notwithstanding the foregoing provisions of this
          Section (c), 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.

             (d)  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.

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

               (1)  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 % 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 this Restated Certificate of
             Incorporation or of any certificate amendatory thereof or
             supplemental thereto (including any Certificate of
             Designation, Preferences and Rights or any similar
             document relating to any series of Preferred Stock) which
             would adversely affect the preferences, rights, powers or
             privileges of this Series;

               (2)  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 % 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;

               (3)  If at the time of any annual meeting of
             stockholders 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
             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.  Each director elected
             by the holders of shares of Preferred Stock (herein
             called a "Preferred Director") 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 a default in preference dividends shall cease
             to exist.  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 stockholders, or of the
             holders of shares of Preferred Stock, called for that
             purpose.  So long as a default in any preference
             dividends on the Preferred Stock shall exist, (A) any
             vacancy in the office of a Preferred Director may be
             filled (except as provided in the following clause (B))
             by an instrument in writing signed by the remaining
             Preferred Director and filed with the Corporation and (B)
             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.  Each
             director appointed as aforesaid by the remaining
             Preferred Director shall be deemed, for all purposes
             hereof, to be a Preferred Director.  Whenever the term of
             office of the Preferred Directors shall end and a default
             in preference dividends shall no longer exist, the number
             of directors constituting the Board of Directors of the
             Corporation shall be reduced by two.  For the purposes
             hereof, a "default in preference dividends" on the
             Preferred Stock shall be deemed to exist whenever the
             amount of accrued dividends upon any series of the
             Preferred Stock shall be equivalent to six full quarter-
             yearly dividends or more, and, having so occurred, such
             default shall be deemed to exist thereafter until, but
             only until, all accrued 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
             quarterly dividend period.

             (f)  Liquidation Rights.  (1)  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 $50.00 per share, plus a sum
          equal to all dividends (whether or not earned or declared)
          on such shares accrued and unpaid thereon to the date of
          final distribution.

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

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

             (4)  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 1 of this Section
          (f), 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.

             (5)  Upon the dissolution, liquidation or winding up of
          the Corporation, the holders of the shares of this Series
          then outstanding shall be entitled to be paid out of the
          assets of the Corporation available for distribution to its
          stockholders all amounts to which such holders are entitled
          pursuant to paragraph (1) of this Section (f) before any
          payment shall be made to the holders of any class of capital
          stock of the Corporation ranking junior upon liquidation of
          this Series.

             (g)  Ranking of Classes of Stock.  For purposes of this
          resolution, any stock of any class or classes of the
          Corporation shall be deemed to rank:

               (1)  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;

               (2)  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

               (3)  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.

             FIFTH:  The following provisions are inserted from the
          management of the business and the conduct of the affairs of
          the Corporation, and for further definition, limitation and
          regulation of the powers of the Corporation and of its
          directors and stockholders:

               (1)  The business and affairs of the Corporation shall
             be managed by or under the direction of the Board of
             Directors.

               (2)  The directors shall have concurrent power with the
             stockholders to make, alter, amend, change, add to or
             repeal the By-Laws of the Corporation.  Notice of any
             such action, specifying or describing the same shall be
             contained in or accompany the notice of the meeting at
             which the same is to be taken.

               (3)  The number of directors of the Corporation shall
             be as from time to time fixed by, or in the manner
             provided in, the By-Laws of the Corporation.  Election of
             directors need not be by written ballot unless the By-
             Laws so provide.

               (4)  No director shall be personally liable to the
             Corporation or any of its stockholders for monetary
             damages for breach of fiduciary duty as a director,
             except for liability (i) for any breach of the director's
             duty of loyalty to the Corporation or its stockholders,
             (ii) for acts or omissions not in good faith or which
             involve intentional misconduct or a knowing violation of
             law, (iii) pursuant to Section 174 of the GCL or (iv) for
             any transaction from which the director derived an
             improper personal benefit.  If the GCL is amended after
             approval by the stockholders of this Article FIFTH to
             authorize further elimination or limitation of the
             personal liability of directors, then the liability of a
             director of the Corporation shall be eliminated or
             limited to the full extent permitted by the GCL, as so
             amended.  Any repeal or modification of this Article
             FIFTH by the stockholders of the Corporation shall not
             adversely affect any right or protection of a director of
             the Corporation existing at the time of such repeal or
             modification with respect to acts or omissions occurring
             prior to such repeal or modification.

               (5)  In addition to the powers and authority
             hereinbefore or by statute expressly conferred upon them,
             the directors are hereby empowered to exercise all such
             powers and do all such acts and things as may be
             exercised or done by the Corporation, subject,
             nevertheless, to the provisions of the GCL, this Restated
             Certificate of Incorporation, and any By-Laws adopted by
             the stockholders; provided, however, that no By-Laws
             hereafter adopted by the stockholders shall invalidate
             any prior act of the directors which would have been
             valid if such By-Laws had not been adopted.

             SIXTH:  I. A.  In addition to any affirmative vote
          required by law or the Restated Certificate of Incorporation
          or By-Laws of the Corporation, and except as otherwise
          expressly provided in paragraph II of this Article SIXTH:

               (i)  any merger or consolidation of the Corporation or
             any Subsidiary (as hereinafter defined) with (a) any
             interested Stockholder (as hereinafter defined) or (b)
             any other corporation (whether or not itself an
             Interested Stockholder) which is or after such merger or
             consolidation would be an Affiliate or Associate (as
             hereinafter defined) of an Interested Stockholder; or

               (ii)  any sale, lease, exchange, mortgage, pledge,
             transfer or other disposition (in one transaction or a
             series of transactions) with any Interested Stockholder
             or any Affiliate or Associate of any Interested
             Stockholder involving any assets or securities of the
             Corporation, any Subsidiary or any Interested Stockholder
             or any Affiliate or Associate of any Interested
             Stockholder that have a Fair Market Value as hereinafter
             defined), as determined by a majority of the Continuing
             Directors (as hereinafter defined), equal to ten percent
             (10%) or more of the total stockholders' equity of the
             Corporation as of the end of its most recent fiscal year
             ended prior to the determination being made; or

               (iii)  the adoption of a plan or proposal or the
             liquidation or dissolution of the Corporation proposed by
             or on behalf of an Interested Stockholder or any
             Affiliate or Associate of any Interested Stockholder; or

               (iv)  any reclassification of securities (including any
             reverse stock split), or recapitalization of the
             Corporation, or any merger or consolidation of the
             Corporation with any of its Subsidiaries or any other
             transaction (whether or not with or otherwise involving
             an Interested Stockholder) that has the effect, directly
             or indirectly, of increasing the proportionate share of
             any class of equity or convertible securities of the
             Corporation or any Subsidiary that is directly or
             indirectly beneficially owned by any Interested
             Stockholder or any Affiliate or Associate of any
             Interested Stockholder; or

               (v)  any agreement, contract, or other arrangement
             providing for any one or more of the actions specified in
             clauses (i) to (iv) of this subparagraph A

          shall require the affirmative vote of at least eighty
          percent (80%) of the votes entitled to be cast by the
          holders of the outstanding shares of Voting Stock (as
          hereinafter defined), voting together as a single class.

             B.  The term "Business Combination" as used in this
          Article SIXTH shall mean any transaction that is referred to
          in any one or more of clauses (i) through (v) of
          subparagraph A of paragraph (I).  As used in this
          definition, a "series of transactions" shall be deemed to
          include not only a series of transactions with the same
          Interested Stockholder but also a series of separate
          transactions with an Interested Stockholder or any Affiliate
          or Associate of such Interested Stockholder.

             II.  The provisions of paragraph (I) of this Article
          SIXTH shall not be applicable to any particular Business
          Combination, and such Business Combination shall require
          only such affirmative vote, if any, as required by law and
          any other provision of the Amended and Restated Certificate
          of Incorporation or the By-Laws of the Corporation, or any
          agreement with any national securities exchange, if all of
          the conditions specified in either of the following sub-
          paragraph A or B are met:

               A.  The Business Combination shall have been approved
             by a majority (whether such approval is made prior to or
             subsequent to the acquisition of beneficial ownership of
             the Voting Stock that caused the Interested Stockholder
             to become an Interested Stockholder) of the Continuing
             Directors (as hereinafter defined).

               B.  All of the following conditions shall have been
             met:

                  (i)  The aggregate amount of (x) cash and (y) the
               Fair Market Value as of the date of the consummation of
               the Business Combination of consideration other than
               cash to be received per share by holders of common
               stock in such Business Combination shall be at least
               equal to the highest per share price (including any
               brokerage commissions, transfer taxes and soliciting
               dealers' fees) paid by or on behalf of the Interested
               Stockholder for any share of common stock in connection
               with the acquisition by the Interested Stockholder of
               beneficial ownership of such share (1) within the two-
               year period immediately prior to the first public
               announcement of the proposal of the Business
               Combination (the "Announcement Date") or (2) in the
               transaction in which it became an Interested
               Stockholder, whichever is higher.

                  (ii)  The aggregate amount of (x) cash and (y) the
               Fair Market Value as of the date of the consummation of
               the Business Combination of consideration other than
               cash to be received per share by holders of shares of
               any class or, if there be more than one series in a
               class, any series of outstanding Preference Stock (as
               hereinafter defined), shall be at least equal to the
               highest per share price (including any brokerage
               commissions, transfer taxes and soliciting dealers'
               fees) paid by or on behalf of the Interested
               Stockholder for any share of such class or, if there be
               more than one series in a class, such series of
               Preference Stock in connection with the acquisition by
               the Interested Stockholder of beneficial ownership of
               such share (1) within the two-year period immediately
               prior to the Announcement Date or (2) in the
               transaction in which it became an Interested
               Stockholder, whichever is higher.

                  (iii)  The consideration to be received by holders
               of a particular class or series of outstanding Capital
               Stock (as hereinafter defined) shall be in cash or in
               the same form as previously has been paid by or on
               behalf of the Interested Stockholder in connection with
               its direct or indirect acquisition of beneficial
               ownership of shares of such class or series of Capital
               Stock.  If the consideration so paid for shares of any
               class or series of Capital Stock varied as to form, the
               form of consideration for such class or series of
               Capital Stock shall be either cash or the form used to
               acquire beneficial ownership of the largest number of
               shares of such class or series of Capital Stock
               previously acquired by the Interested Stockholder.

                  (iv)  After such Interested Stockholder has become
               an Interested Stockholder and prior to the consummation
               of such Business Combination:  (a) except as approved
               by a majority of the Continuing Directors, there shall
               have been no failure to declare and pay at the regular
               date therefor any full quarterly dividends (whether or
               not cumulative) on the outstanding Preference Stock;
               (b) there shall have been (1) no reduction in the
               annual rate of dividends paid on the common stock
               (except as necessary to reflect any subdivision of the
               common stock), except as approved by a majority of the
               Continuing Directors, and (2) an increase in such
               annual rate of dividends as necessary to reflect any
               reclassification (including any reverse stock split),
               recapitalization, reorganization or any similar
               transaction that has the effect of reducing the number
               of outstanding shares of the common stock, unless the
               failure so to increase such annual rate is approved by
               a majority of the Continuing Directors; and (c) such
               Interested Stockholder shall not have become the
               beneficial owner of any additional shares of Capital
               Stock except as part of the transaction that results in
               such Interested Stockholder becoming an Interested
               Stockholder and except in a transaction that, after
               giving effect thereto, would not result in any increase
               in the Interested Stockholder's percentage beneficial
               ownership of any class of Capital Stock.

                  (v)  After such Interested Stockholder has become an
               Interested Stockholder, such Interested Stockholder
               shall not have received the benefit, directly or
               indirectly (except proportionately as a stockholder of
               the Corporation), of any loans, advances, guarantees,
               pledges or other financial assistance or any tax
               credits or other tax advantages provided by the
               Corporation, whether in anticipation of or in
               connection with such Business Combination or otherwise.

                  (vi)  A proxy or information statement describing
               the proposed Business Combination and complying with
               the requirements of the Securities Exchange Act of 1934
               and the rules and regulations thereunder (the "Act")
               (or any subsequent provisions replacing such Act, rules
               or regulations) shall be mailed to all stockholders of
               the Corporation at least 30 days prior to the
               consummation of such Business Combination (whether or
               not such proxy or information statement is required to
               be mailed pursuant to such Act or subsequent
               provisions).  The proxy statement shall contain on the
               first page thereof, in a prominent place, any
               recommendation as to the advisability (or
               inadvisability) of the Business Combination that the
               Continuing Directors, or any of them, may choose to
               state and, if deemed advisable by a majority of the
               Continuing Directors, the opinion of an investment
               banking firm selected by a majority of the Continuing
               Directors, as to the fairness (or not) of the terms of
               the Business Combination, from a financial point of
               view, to the holders of the outstanding shares of
               Capital Stock of the Corporation other than the
               Interested Stockholder and its Affiliates or Associates
               (such investment banking firm to be paid a reasonable
               fee for its services by the Corporation).

                  (vii)  Such Interested Stockholder shall not have
               made any major change in the Corporation's business or
               equity capital structure without the approval of the
               majority of the Continuing Directors.

             III.  For the purposes of this Article SIXTH:

               A.  The term "Capital Stock" shall mean all capital
             stock of the Corporation authorized to be issued from
             time to time under Article FOURTH of this Restated
             Certificate of Incorporation, and the term "Voting Stock"
             shall mean all Capital Stock which by its terms may be
             voted on all matters submitted to stockholders of the
             Corporation generally.

               B.  The term "person" shall mean any individual, firm,
             corporation or other entity and shall include any group
             composed of any person and any other with whom such
             person or any Affiliate or Associate of such person has
             any agreement, arrangement or understanding, directly or
             indirectly, for the purpose of acquiring, holding, voting
             or disposing of Capital Stock of the Corporation.

               C.  The term "Interested Stockholder" shall mean any
             person (other than the Corporation or any Subsidiary and
             other than any profit-sharing, employee stock ownership
             or other employee benefit plan of the Corporation or any
             Subsidiary or any trustee of or fiduciary with respect to
             any such plan when acting in such capacity) who:

                  (i)  is the beneficial owner (as hereinafter
               defined), directly or indirectly, of ten percent (10%)
               or more of the outstanding Voting Stock; or

                  (ii)  is an Affiliate or Associate (as hereinafter
               defined) of the Corporation and at any time within the
               two-year period immediately prior to the date in
               question was the beneficial owner of ten percent (10%)
               or more of the outstanding Voting Stock.

               D.  A person shall be a "beneficial owner" of any
             Capital Stock:

                  (i)  which such person or any of its Affiliates or
               Associates beneficially owns, directly or indirectly,
               within the  meaning of Rule 13d-3 under the Act;

                  (ii)  which such person or any of its Affiliates or
               Associates has, directly or indirectly, (a) the right
               to acquire (whether such right is exercisable
               immediately or only after the passage of time),
               pursuant to any agreement, arrangement or understanding
               or upon the exercise of conversion rights, exchange
               rights, warrants or options, or otherwise, or (b) the
               right to vote pursuant to any agreement, arrangement or
               understanding; or

                  (iii)  which are beneficially owned, directly or
               indirectly, by any other person with which such person
               or any of its Affiliates or Associates has any
               agreement, arrangement or understanding for the purpose
               of acquiring, holding, voting or disposing or any
               shares of Capital Stock.

               E.  For the purposes of determining whether a person is
             an Interested Stockholder pursuant to subparagraph C of
             this paragraph III, the number of shares of Capital Stock
             deemed to be outstanding shall include shares deemed
             owned through application of sub-paragraph D of this
             paragraph III but shall not include any other shares of
             Capital Stock that may be issuable pursuant to any
             agreement, arrangement or understanding, or upon exercise
             of conversion rights, warrants or options, or otherwise.

               F.  The terms "Affiliate" or "Associate" shall have the
             respective meanings ascribed to such terms in Rule 12b-2
             under the Act, as in effect at the date of the adoption
             by the Board of Directors of this Article SIXTH (the term
             "registrant" in said Rule 12b-2 meaning in this case the
             Corporation).

               G.  The term "Subsidiary" means any corporation of
             which a majority of any class of equity security is
             owned, directly or indirectly, by the Corporation;
             provided, however, that for the purposes of the
             definition of Interested Stockholder set forth in
             subparagraph C of this paragraph III, the term
             "Subsidiary" shall mean only a corporation of which a
             majority of each class of equity security is owned,
             directly or indirectly, by the Corporation.

               H.  The term "Continuing Director" means any member of
             the Board of Directors of the Corporation (the "Board"),
             while such person is a member of the Board, who is
             unaffiliated with, and not a representative of, the
             Interested Stockholder and was a member of the Board
             prior to the time that the Interested Stockholder became
             an Interested Stockholder, and any successor of a
             Continuing Director, while such successor is a member of
             the Board, who is unaffiliated with, and not a
             representative of, the Interested Stockholder and is
             recommended or elected to succeed a Continuing Director
             by a majority of Continuing Directors.

               I.  The term "Fair Market Value" means (1) in the case
             of stock, the highest closing sale price during the 30-
             day period immediately preceding the date in question of
             a share of such stock on the Composite Tape for New York
             Stock Exchange-Listed Stocks, or, if such stock is not
             quoted on the Composite Tape, on the New York Stock
             Exchange, or, if such stock is not listed on such
             Exchange, on the principal United States securities
             exchange registered under the Act on which such stock is
             listed, or, if such stock is not listed on any such
             exchange, the highest closing sales price with respect to
             a share of such stock during the 30-day period preceding
             the date in question on the National Association of
             Securities Dealers, Inc. Automated Quotations System or
             any system then in use or, if no such closing sales
             prices are available, the fair market value on the date
             in question of a share of such stock as determined in
             good faith by a majority of the Continuing Directors; and
             (ii) in the case of property other than cash or stock,
             the fair market value of such property on the date in
             question as determined in good faith by a majority of the
             Continuing Directors.

               J.  The term "Preference Stock" shall mean the
             preferred stock and any other class of stock that has a
             preference as to dividends and/or upon liquidation that
             may from time to time be authorized in or by the
             Certificate of Incorporation of the Corporation.

               K.  In the event of any Business Combination in which
             the Corporation survives, the phrase "consideration other
             than cash to be received" as used in subparagraphs B(i)
             and (ii), of paragraph II of Article SIXTH shall include
             the shares of common stock and/or the shares of any class
             or series of Preference Stock retained by the holders of
             such shares.

             IV.  The provisions of this Article SIXTH shall also
          apply to a Business Combination with any person who at any
          time has been an Interested Stockholder notwithstanding the
          fact that such person is no longer an Interested Stockholder
          if, at the time the definitive agreement or other
          arrangement relating to a Business Combination with such
          person was entered into, it was an Interested Stockholder.

             V.  The Board of Directors shall have the power and duty
          to determine for the purposes of this Article SIXTH, on the
          basis of information known to it after reasonable inquiry,
          (a) whether a person is an Interested Stockholder, (b) the
          number of shares of Capital Stock beneficially owned by any
          person, (c) whether a person is an Affiliate or Associate of
          another, (d) whether any person has an agreement, contract
          or other arrangement with another, (e) whether two or more
          transactions constitute a "series of transactions," and (f)
          whether the assets or securities that are the subject of any
          Business Combination have a Fair Market Value equal to ten
          percent (10%) or more of the total stockholders' equity of
          the Corporation as of the end of its most recent fiscal year
          ended prior to the determination being made.  Any such
          determination made in good faith shall be binding and
          conclusive on all parties.

             VI.  Nothing contained in this Article SIXTH shall be
          construed to relieve any Interested Stockholder from any
          fiduciary obligation imposed by law.

             VII.  The fact that any Business Combination complies
          with the provisions of paragraph II of this Article SIXTH
          shall not be construed to impose any fiduciary duty,
          obligation or responsibility on the Board of Directors, or
          any member thereof, to approve such Business Combination or
          recommend its adoption or approval to the stockholders of
          the Corporation, nor shall such compliance limit, prohibit
          or otherwise restrict, in any manner the Board of Directors,
          or any member thereof, with respect to evaluations of or
          actions and responses taken with respect to such Business
          Combination.

             VIII.  Notwithstanding any other provisions of this
          Restated Certificate of Incorporation or the By-Laws of the
          Corporation (and notwithstanding the fact that a lesser
          percentage may be specified by law, this Certificate of
          Incorporation or the By-Laws of the Corporation), the
          affirmative vote of at least eighty percent (80%) of the
          votes entitled to be cast by the holders of the outstanding
          shares of Voting Stock, voting together as a single class,
          shall be required to amend or repeal, or adopt any
          provisions inconsistent with, this Article SIXTH, provided,
          that, this paragraph VIII shall not apply to, and such
          eighty percent (80%) vote shall not be required for, any
          amendment, repeal or adoption unanimously recommended by the
          Board of Directors of the Corporation if all of such
          directors are persons who would be eligible to serve as
          Continuing Directors within the meaning of paragraph III of
          this Article SIXTH.

             SEVENTH:  Meetings of stockholders may be held within or
          without the State of Delaware, as the By-Laws may provide. 
          The books of the Corporation may be kept (subject to any
          provision contained in the GCL) outside the State of
          Delaware at such place or places as may be designated from
          time to time by the Board of Directors or in the By-Laws of
          the Corporation.

             EIGHTH:  Whenever a compromise or arrangement is proposed
          between this Corporation and its creditors or any class of
          them and/or between this Corporation and its stockholders or
          any class of them, any court of equitable jurisdiction
          within the State of Delaware may, on the application in a
          summary way of this Corporation  or of any creditor or
          stockholder thereof or on the application of any receiver or
          receivers appointed for this Corporation under the
          provisions of Section 291 of the GCL or on the application
          of trustees in dissolution or of any receiver or receivers
          appointed for this Corporation under the provisions of
          Section 279 of the GCL, order a meeting of the creditors or
          class of creditors, and/or of the stockholders or class of
          stockholders of this Corporation, as the case may be, to be
          summoned in such manner as the said court directs.  If a
          majority in number representing three-fourths in value of
          the creditors or class of creditors, and/or of the
          stockholders or class of stockholders of this Corporation,
          as the case may be, agree to any compromise or arrangement
          and to any reorganization of this Corporation as a
          consequence of such compromise or arrangement, the said
          compromise or arrangement and the said reorganizations
          shall, if sanctioned by the court to which the said
          application has been made, be binding on all the creditors
          or class of creditors, and/or on all the stockholders or
          class of stockholders, of this Corporation, as the case may
          be, and also on this Corporation.

             NINTH:  The Corporation reserves the right to amend,
          alter, change or repeal any provision contained in this
          Restated Certificate of Incorporation, in the manner now or
          hereafter prescribed by statute, and all rights conferred
          upon stockholders herein are granted subject to this
          reservation.

             IN WITNESS WHEREOF, SHAWMUT NATIONAL CORPORATION has
          caused this Restated Certificate of Incorporation of SHAWMUT
          NATIONAL CORPORATION to be executed on its behalf by its
          Chairman of the Board, and attested to by its Secretary and
          its corporate seal to be hereunto affixed this __ day of
          February, 1988.

                                      SHAWMUT NATIONAL CORPORATION

                                      By:
                                      President and Chief Executive Officer

          (SEAL)

          Attest:
               General Counsel and Secretary

                                                       EXHIBIT 3(i).2

                     CERTIFICATE OF AMENDMENT
                            TO THE
                RESTATED CERTIFICATE OF INCORPORATION
                              OF
                    SHAWMUT NATIONAL CORPORATION

               ______________________________________

               Pursuant to Section 242 of the General
               Corporation Law of the State of Delaware

               ______________________________________

               Shawmut National Corporation, a Delaware corporation
          (hereinafter called the "Corporation"), does hereby certify
          as follows:

               FIRST:  The first sentence of Article FOURTH of the
          Corporation's Certificate of Incorporation is hereby amended
          to read in its entirety as set forth below:

                         FOURTH:   The total number of shares of
                    stock which the Corporation shall have
                    authority to issue is 310,000,000, of which
                    300,000,000 shares with a par value of $.01
                    shall be common stock and of which 10,000,000
                    shares without par value shall be preferred
                    stock.

               SECOND:  The foregoing amendment was duly adopted in
          accordance with Section 242 of the General Corporation Law
          of the State of Delaware.

               IN WITNESS WHEREOF, Shawmut National Corporation has
          caused this Certificate to be duly executed in its corporate
          name this 1st day of September, 1994.

                                   By:                                
                                      Joel B. Alvord
                                      Chairman and Chief Executive Officer

                                                       EXHIBIT 3(i).3

          CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES
                     A JUNIOR PARTICIPATING PREFERRED STOCK
                                   OF 
                       SHAWMUT NATIONAL CORPORATION

          Pursuant to Section 151 of the General Corporation Law of
          the State of Delaware

               We, Joel B. Alvord, Chairman and Chief Executive
          Officer, and Raymond A. Guenter, Secretary, of Shawmut
          National Corporation, a corporation organized and existing
          under the General Corporation Law of the State of Delaware
          (the "Corporation"), in accordance with the provisions of
          Section 103 thereof, DO HEREBY CERTIFY:

               That pursuant to the authority conferred upon the Board
          of Directors by the Restated Certificate of  Incorporation
          of the said Corporation, the said Board of Directors on
          February 28, 1989, adopted the following resolution creating
          a series of 1,500,000 shares of Preferred Stock designated
          as Series A Junior Participating Preferred Stock:

               RESOLVED, that pursuant to the authority vested in the
          Board of Directors of this Corporation in accordance with
          the provisions of its Restated Certificate of Incorporation,
          a series of Junior Preferred Stock of the Corporation be and
          it hereby is created, and that the designation and amount
          thereof and the voting power, preferences and relative,
          participating, optional and other special rights of the
          shares of such series, and the qualifications, limitations
          or restrictions thereof are as follows:

               SECTION 1.  Designation and Amount.  The shares of such
          series shall be designated as "Series A Junior Participating
          Preferred Stock" and the number of shares constituting such
          series shall be 1,500,000.

               SECTION 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 Series A Junior
          Participating Preferred Stock with respect to dividends, the
          holders of shares of Series A Junior Participating Preferred
          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
          first day of January, April, July and October 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 Series A Junior Participating
          Preferred Stock, in an amount per share (rounded to the
          nearest cent) equal to the greater of (a) $2.00 and (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, par value $0.01 per share, of the
          Corporation (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 Series A Junior
          Participating Preferred Stock.  In the event the Corporation
          shall at any time after February 28, 1989 (the "Rights
          Declaration Date") (i) declare any dividend on Common Stock
          payable in shares of Common Stock, (ii) subdivide the
          outstanding Common  Stock, or (iii) combine the outstanding
          Common Stock into a smaller number of shares, then in each
          such case the amount to which holders of shares of Series A
          Junior Participating Preferred 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 A Junior Participating Preferred
          Stock as provided in paragraph (A) above 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 $2.00 per share on the Series A Junior Participating
          Preferred 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 Series A Junior Participating
          Preferred Stock from the Quarterly Dividend Payment Date
          next preceding the date of issue of such shares of Series A
          Junior Participating Preferred 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
          Series A Junior Participating Preferred 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 Series A Junior Participating Preferred Stock in
          among 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
          Series A Junior Participating Preferred Stock entitled to
          receive payment of  a dividend or distribution declared
          thereon, which record date shall be no more than 30 days
          prior to the date fixed for the payment thereof.

               Section 3.  Voting Rights.  The holders of shares of
          Series A Junior Participating Preferred Stock shall have the
          following voting rights:

               (A)  Subject to the provision for adjustment
          hereinafter set forth, each share of Series A Junior
          Participating Preferred Stock shall entitle the holder
          thereof to 100 votes on all matters submitted to a vote of
          the stockholders of the Corporation.  In the event the
          Corporation shall at any time after the Rights Declaration
          Date (i) declare any dividend on Common Stock payable in
          shares of Common Stock, (ii) subdivide the outstanding
          Common Stock, or (iii) combine the outstanding Common Stock
          into a smaller number of shares, then in each such case the
          number of votes per share to which holders of shares of
          Series A Junior Participating Preferred 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 Series A Junior Participating Preferred
          Stock and the holders of shares of Common Stock shall vote
          together as one class on all matters submitted to a vote of
          stockholders of the Corporation.  

               (C)  If at any time a "default in preference
          dividends" (as defined in Article FOURTH of the
          Corporation's Restated Certificate of Incorporation) on any
          Series A Junior Participating Preferred Stock exists, during
          the period while such default in preference dividends
          exists, all holders of Series A Junior Participating
          Preferred Stock shall, in accordance with the provisions of
          said Article FOURTH, have the right, voting together with
          the holders of shares of all other series of Preferred Stock
          as one class, irrespective of series, to elect two (2)
          Directors.

               (D)  Except as set forth herein, holders of Series A
          Junior Participating Preferred 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.

               Section 4. Certain Restrictions.

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

                         (i)  declare or pay dividends on, make any
               other distributions on, or redeem or purchase or
               otherwise acquire for consideration any shares of stock
               ranking junior (either as to dividends or upon
               liquidation, dissolution or winding up) to the Series A
               Junior Participating Preferred 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 A Junior
               Participating Preferred Stock, except dividends paid
               ratably on the Series A Junior Participating Preferred
               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;

                         (iii)  redeem or purchase or otherwise
               acquire for consideration shares of any stock ranking
               on a parity (either as to dividends or upon
               liquidation, dissolution or winding up) with the Series
               A Junior Participating Preferred Stock, provided that
               the Corporation may at any time redeem, purchase or
               otherwise acquire shares of any such parity stock in
               exchange for shares of any stock of the Corporation
               ranking junior (either as to dividends or upon
               dissolution, liquidation or winding up) to the Series A
               Junior Participating Preferred Stock;

                         (iv)  purchase or otherwise acquire for
               consideration any shares of Series A Junior
               Participating Preferred Stock, or any shares of stock
               ranking on a parity with the Series A Junior
               Participating Preferred Stock, except in accordance
               with a purchase offer made in writing or by publication
               (as determined by the Board of Directors) to all
               holders of such shares upon such terms as the Board of
               Directors, after consideration of the respective annual
               dividend rates and other relative rights and
               preferences of the respective rights and preferences of
               the respective series and classes, shall determining in
               good faith will result in fair and equitable treatment
               among the respective series or classes.

                (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.

               Section 5.  Reacquired Shares.  Any shares of Series A
          Junior Participating Preferred 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.

               Section 6.  Liquidation Dissolution or Winding Up.  (A)
          Upon any liquidation (voluntary or otherwise), dissolution
          or winding up of the Corporation, no distribution shall be
          made to the holders of shares of stock ranking junior
          (either as to dividends or upon liquidation, dissolution or
          winding up) to the Series A Junior Participating Preferred
          Stock unless, prior thereto, the holders of shares of Series
          A Junior Participating Preferred Stock shall have received
          $100 per share, plus an amount equal to accrued an amount
          equal to accrued and unpaid dividends and distributions
          thereon, whether or not declared, to the date of such
          payment (the "Series A Liquidation Preference").  Following
          the payment of the full amount of the Series A Liquidation
          Preference, no additional distributions shall be made to the
          holders of shares of Series A Junior Participating Preferred
          Stock unless, prior thereto, the holders of shares of Common
          Stock shall have received an amount per share (the "Common
          Adjustment") equal to the quotient obtained by dividing (i)
          the Series A Liquidation  Preference by (ii) 100 (as
          appropriately adjusted as set forth in subparagraph C below
          to reflect such events as stock splits, stock dividends and
          recapitalizations with respect to the Common Stock) (such
          number in clause (ii) being referred to as the "Adjustment
          Number").  Following the payment of the full amount of the
          Series A Liquidation Preference and the Common Adjustment in
          respect of all outstanding shares of Series A Junior
          Participating Preferred  Stock and Common Stock,
          respectively, holders of Series A Junior Participating
          Preferred Stock and holders of shares of Common Stock shall
          receive their ratable and proportionate share of the
          remaining assets to be distributed in the ratio of the
          Adjustment Number to 1 with respect to such Preferred Stock
          and Common Stock, on a per share basis, respectively.

               (B)  In the event, however, that there are not
          sufficient assets available to permit payment in full of the
          Series A Liquidation Preference and the liquidation
          preferences of all other series of preferred stock, if any,
          which rank on a parity with the Series A Junior
          Participating Preferred Stock, then such remaining assets
          shall be distributed ratably to the holders of the Series A
          Junior Participating Preferred Stock and of such parity
          shares in proportion to their respective liquidation
          preferences.  In the event, however, that after payment in
          full of the Series A Liquidation Preference and the
          liquidation preferences of all other series of preferred
          stock, if any, that rank on a party with the Series A Junior
          Participating Preferred Stock, there are not sufficient
          assets remaining to permit payment in full of the Common
          Adjustment, then such remaining assets shall be distributed
          ratably to the holders of Common Stock.

                    (C)  In the event the Corporation shall at any time
               after the Rights Declaration Date (i) declare any dividend
               on Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine the
               outstanding Common Stock into a smaller number of shares,
               then in each such case the Adjustment Number in effect
               immediately prior to such event shall be adjusted by
               multiplying such Adjustment 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.

                    Section 7.  Consolidation, Merger, etc.  In case the
               Corporation shall enter into any consolidation, merger,
               combination or other transaction 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 Series A Junior Participating
               Preferred 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 the Rights Declaration Date (i) declare any
               dividend on Common Stock payable in shares of Common Stock,
               (ii) subdivide the outstanding Common Stock, or (iii)
               combine the outstanding Common Stock into a smaller number
               of shares, then in each such case the amount set forth in
               the preceding sentence with respect to the exchange or
               change of shares of Series A Junior Participating Preferred
               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.

                    Section 8.  Optional Redemption.  (A)  The Corporation
               shall have the option to redeem the whole or any part of the
               Series A Junior Participation Preferred Stock at any time at
               a redemption price equal to, subject to the provisions for
               adjustment hereinafter set forth, 100 times the "current per
               share market price" of the Common Stock on the date of the
               mailing of the notice of redemption, together with unpaid
               accumulated dividends to the date of such redemption.  In
               the event the Corporation shall at any time after the Rights
               Declaration Date (i) declare any dividend on Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding Common Stock or (iii) combine the outstanding
               Common Stock into a smaller number of shares, then in each
               such case the amount to which holders of shares of Series A
               Junior Participating Preferred Stock were otherwise entitled
               immediately prior to such event under 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. 
               The "current per share market price" on any date shall be
               deemed to be the average of the closing price per share of
               such Common Stock for the 10 consecutive Trading Days (as
               such term is hereinafter defined) immediately prior to such
               date.  The closing price for each day shall be the last sale
               price, regular way, or, in case no such sale takes place on
               such day, the average of the closing bid and asked prices,
               regular way, in either case as reported in the principal
               consolidated transaction reporting system with respect to
               securities listed or admitted to trading on the New York
               Stock Exchange or, if the Common Stock is not listed or
               admitted to trading on the New York Stock Exchange, as
               reported in the principal consolidated transaction reporting
               system with respect to securities listed or admitted to
               trading on the principal national securities exchange on
               which the Common Stock is listed or admitted to trading or,
               if the Common Stock is not listed or admitted to trading on
               any national securities exchange, the last quoted price or,
               if not so quoted the average of the high bid and low asked
               prices in the over-the counter marker, as reported by the
               National Associations of Securities Dealers, Inc. Automated
               Quotation System ("NASDAQ") or such other system then in use
               or, if on any such date the Common Stock is not quoted by
               any such organization, the average of the closing bid and
               asked prices as furnished by a professional market maker
               making a market in the Common Stock selected by the Board of
               Directors of the Corporation.  If on such date no such
               market maker is making a market in the Common Stock, the
               fair value of the Common Stock on such date as determined in
               good faith by the Board of Directors of the Corporation
               shall be used.  The term "Trading Day" shall mean a day on
               which the principal national securities exchange on which
               the Common Stock is listed or admitted to trading is open
               for the transaction of business or, if the Common Stock is
               not listed or admitted to trading on any national securities
               exchange, a Monday, Tuesday, Wednesday, Thursday or Friday
               on which banking institutions in the State of New York are
               not authorized or obligated by law or executive order to
               close.

                    (B)  Notice of any such redemption shall be given by
               mailing to the holders of the Series A Junior Participating
               Preference Stock a notice of such redemption, first class
               postage prepaid, not later than the thirtieth day and not
               earlier than the sixtieth day before the date fixed for
               redemption, at their last address as the same shall appear
               upon the books of the Corporation.  Any notice which is
               mailed in the manner herein provided shall be conclusively
               presumed to have been duly given, whether or not the
               shareholder received such notice, and failure duly to give
               such notice by mail, or any defect in such notice, to any
               holder of Series A Junior Participating Preferred Stock
               shall not affect the validity of the proceedings for the
               redemption of such Series A Junior Participating Preferred
               Stock.  If less than all the outstanding shares of Series A
               Junior Participating Preferred Stock are to be redeemed, the
               redemption shall be made by lot as determined by the Board
               of Directors.

                    (C)  The notice of redemption of each holder of Series
               A Participating Junior Preferred Stock shall specify (a) the
               number of shares of Series A Participating Junior Preferred
               Stock of such holder to be redeemed, (b) the date fixed for
               redemption, (c) the redemption price and (d) the place of
               payment of the redemption price.

                    (D)  If any such notice of redemption shall have been
               duly given or if the Corporation shall have given to the
               bank or trust company hereinafter referred to irrevocable
               written authorization promptly to give or complete such
               notice, and if on or before the redemption date specified
               therein the funds necessary for such redemption shall have
               been deposited by the Corporation with the bank or trust
               company designated in such notice, doing business in the
               United States of America and having a capital, surplus and
               undivided profits aggregating at least $25,000,000 according
               to its last published statement of condition, in trust for
               the benefit of the holders of Series A Junior Participating
               Preferred Stock called for redemption, then, notwithstanding
               that any certificate for such shares so called for
               redemption shall not have been surrendered for cancellation,
               from and after the time of such deposit all such shares
               called for redemption shall no longer be deemed outstanding
               and all rights with respect to such shares no longer be
               deemed outstanding and all rights with respect to such
               shares shall forthwith cease and terminate, except the right
               of the holders thereof to receive from such bank or trust
               company at any time after the time of such deposit the funds
               so deposited, without interest, and the right to exercise,
               up to the close of business on the fifth day before the date
               fixed for redemption, all privileges of conversion or
               exchange if any.  In case less than all the shares
               represented by any surrendered certificate are redeemed, a
               new certificate shall be issued representing the unredeemed
               shares.  Any interest accrued on such funds shall be paid to
               the Corporation from time to time.  Any funds so deposited
               and unclaimed at the end of six years from such redemption
               date shall be repaid to the Corporation, after which the
               holders of shares of Series A Junior Participating Preferred
               Stock called for redemption shall look only to the
               Corporation for payment thereof; provided that any funds so
               deposited which shall not be required for redemption because
               of the exercise of any privilege of conversion or exchange
               subsequent to the date of deposit shall be repaid to the
               Corporation forthwith.

                    Section 9.  Ranking.  The Series A Junior Participating
               Preferred Stock shall rank junior to all other series of the
               Corporation's Preferred Stock as to the payment of dividends
               and the distribution of assets, unless the terms of any such
               series shall provide otherwise.

                    Section 10.  Amendment.  So long as any shares of
               Series A Junior Participating Preferred Stock are
               outstanding, the Restated Certificate of Incorporation of
               the Corporation shall not be further amended in any manner
               which would materially alter or change the powers,
               preferences or special rights of the Series A Junior
               Participating Preferred Stock so as to affect them adversely
               without the affirmative vote of the holders of a majority or
               more of the outstanding shares of Series A Junior
               Participating Preferred Stock, voting separately as a class.

                    Section 11.  Fractional Shares.  Series A Junior
               Participating Preferred Stock may be issued in fractions of
               a share which shall entitle the holder, in proportion to
               such holders fractional shares, to exercise voting rights,
               receive dividends, participate in distributions and to have
               the benefit of all other rights of holders of Series A
               Junior Participating Preferred Stock.

                    WHEREOF, we have executed and subscribed this
               Certificate and do affirm the foregoing as true under the
               penalties of perjury this 28th day of February, 1989.

                                         Joel B. Alvord
                                         President and Chief Executive Officer

               Attest:

                                                              
               Raymond A. Guenter
               Secretary

                                                            EXHIBIT 3(i).4

               CERTIFICATE OF DESIGNATION

               OF 

               9.30% CUMULATIVE PREFERRED STOCK
               (WITHOUT PAR VALUE,
               $250 STATED VALUE)

               OF

               SHAWMUT NATIONAL CORPORATION

                                        

               Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware

                                        

                         SHAWMUT NATIONAL CORPORATION, a corporation
               organized and existing under the laws of the State of
               Delaware (the "Corporation"), HEREBY CERTIFIES that the
               following resolutions were duly adopted by the Board of
               Directors of the Corporation and by the Preferred Stock
               Committee of the Board of Directors, respectively, pursuant
               to authority conferred upon the Board of Directors by the
               provisions of the Certificate of Incorporation of the
               Corporation which authorize the issuance of up to 10,000,000
               shares of preferred stock, without par value ("Preferred
               Stock") and which expressly grants to the Board of Directors
               of the Corporation, subject to the limitations prescribed by
               law and the provisions of the Certificate of Incorporation,
               as amended, the authority to provide for the issuance from
               time to time in one or more series of any number of
               preferred shares and to establish the number of shares to be
               included in each series, and to fix the designation,
               relative rights, preferences, qualifications and limitations
               of the shares, of each such series as shall be stated in the
               Certificate of Incorporation or any amendment thereto or in
               the resolutions providing for the issue of such stock
               adopted by the Board of Directors, and pursuant to authority
               conferred upon the Preferred Stock Committee of the Board of
               Directors by Section 141(c) of the General Corporation Law
               of the State of Delaware, by the By-Laws of the Corporation
               and by the resolutions of the Board of Directors set forth
               herein, at a meeting of the Board of Directors duly held on
               October 27, 1992:

                         The Board of Directors on October 27, 1992 adopted
               the following resolutions designating a Preferred Stock
               Committee of the Board of Directors and authorizing such
               committee to act on behalf of the  Board of Directors in
               connection with the issuance from time to time of 690,000
               shares of preferred stock, without par value, $250 stated
               value, of the Corporation (the "Preferred Shares"):

                         "VOTED:  That the Board of Directors deems it in
               the best interests of the Corporation to constitute and
               appoint a special committee of the Board of Directors to be
               designated the Preferred Stock Committee, which Committee
               shall be comprised at all times of not less than two members
               of the Board of Directors; and be it further

                         VOTED:  That the initial members of the Preferred
               Stock Committee shall be Joel B. Alvord and Gunnar S.
               Overstrom, Jr.; and be it further

                         VOTED:  That the Preferred Stock Committee be and
               hereby is authorized and empowered to act on behalf and in
               the stead of the Board of Directors in connection with the
               issuance of one or more series of the Preferred Shares and,
               in connection therewith, is hereby authorized, to the
               fullest extent permitted by the Delaware General Corporation
               Law as it now exists or is hereafter amended, to determine
               the price and dividend rate at which the Preferred Shares of
               each such series will be sold by the Corporation and to
               determine the designation, preferences and rights of such
               shares relating to dividends, redemption, dissolution, and
               any distribution of assets of the corporation;"

                         1.  The Board of Directors, on October 27, 1992,
               and the Preferred Stock Committee, on November 3, 1992,
               adopted the following resolutions:

                         "VOTED:  That the Preferred Shares shall have the
               designations, preferences, rights, qualifications and
               limitations as follows:

                         (a)  Designation.  The Preferred Shares shall be
                    designated the "9.30% Cumulative Preferred Stock" and
                    the number of shares constituting this series shall be
                    690,000.  Such Preferred Shares shall have a stated
                    value of $250 per share.  The number of authorized
                    Preferred Shares may be reduced by further resolution
                    duly adopted by the Board and by the filing of a
                    certificate pursuant to the provisions of the General
                    Corporation Law of the State of Delaware stating that
                    such reduction has been so authorized, but the number
                    of authorized Preferred Shares shall not be increased.

                         (b)  Dividends.

                              (1)  Dividend periods ("Dividend Periods")
                         shall commence on January 1, April 1, July 1 and
                         October 1 in each year and shall end on and
                         include the day next preceding the first day of
                         the next Dividend Period.  The dividend rate on
                         the Preferred Shares from November 3, 1992 to and
                         including December 31, 1992 (the "Initial Dividend
                         Period") and for each Dividend Period thereafter
                         will be 9.30% per annum of the stated value
                         thereof.  Such dividends shall be cumulative from
                         November 3, 1992 and shall be payable when and as
                         declared by the board, on January 15th, April
                         15th, July 15th and October 15th of each year,
                         commencing January 15, 1993.  Each such dividend
                         shall be paid to the holders of record of
                         Preferred Shares as they appear on the stock
                         register of the Corporation on such record date,
                         not exceeding 30 days preceding the payment date
                         thereof, as shall be fixed by the 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.

                              (2)  No full dividends shall be declared or
                         paid or set apart for payment on Preferred Stock
                         of any series ranking, as to dividends, on a
                         parity with or junior to the Preferred Shares 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 Shares 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
                         Preferred Shares and any other Preferred Stock
                         ranking on a parity as to dividends with the
                         Preferred Shares, all dividends declared upon
                         shares of the Preferred Shares and any other
                         Preferred Stock ranking on a parity as to
                         dividends with the Preferred Shares shall be
                         declared pro rata so that the amount of dividends
                         declared per share on the Preferred Shares and
                         such other Preferred Stock shall in all cases bear
                         to each other the same ratio that accrued
                         dividends per share on the Preferred Shares and
                         such other Preferred Stock bear to each other. 
                         Holders of the Preferred Shares shall not be
                         entitled to any dividend, whether payable in cash,
                         property or stock, in excess of full cumulative
                         dividends, as herein provided, on the Preferred
                         Shares.  No interest, or sum of money in lieu of
                         interest, shall be payable in respect of any
                         dividend payment or payments on the Preferred
                         Shares which may be in arrears.

                              (3)  So long as any of the Preferred Shares
                         are outstanding, no dividend (other than a
                         dividend in Common Stock or in any other stock
                         ranking junior to the Preferred Shares as to
                         dividends and upon liquidation and other than as
                         provided in paragraph (2) of this Section (b))
                         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 Shares
                         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
                         the Preferred Shares 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 the Preferred Shares as to dividends and
                         upon liquidation) unless, in each case, the full
                         cumulative dividends on all outstanding Preferred
                         Shares shall have been paid for all past dividend
                         payment periods.

                              (4)  Dividends payable on each Preferred
                         Share for each Dividend Period shall be computed
                         by annualizing the applicable dividend rate and
                         dividing by four.  Dividends payable on the
                         Preferred Shares for any period less than a full
                         Dividend Period shall be computed on the basis of
                         a 360-day year consisting of twelve 30-day months.

                         (c)  Redemption.

                              (1)  The Preferred Shares shall not be
                         redeemable prior to October 15, 1997.  On and
                         after October 15, 1997, the Corporation, at its
                         option, may redeem the Preferred Shares, as a
                         whole or in part, at any time or from time to time
                         at a redemption price equal to $250 per share plus
                         accrued and unpaid dividends thereon to the date
                         fixed for redemption.

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

                              (3)  In the event the Corporation shall
                         redeem Preferred Shares, notice of such redemption
                         shall be given by first class mail, postage
                         prepaid, mailed not less that 30 nor more than 60
                         days prior to the redemption 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: (i) the redemption date; (ii) the
                         number of Preferred Shares 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; (iii) the redemption
                         price; (iv) the place or places where certificates
                         for such shares are to be surrendered for payment
                         of the redemption price; and (v) that dividends on
                         the shares to be redeemed will cease to accrue on
                         such redemption date.

                              (4)  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 Preferred Shares 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 stockholders
                         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 or any duly authorized 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.

                              (5)  Any of the Preferred Shares 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.

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

                         (d)  Conversion or Exchange.  The holders of the
                    Preferred Shares 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.

                         (e)  Voting.  The Preferred Shares shall not have
                    any voting powers, either general or special, except
                    that 

                              (i)  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 Preferred Shares 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 Preferred
                         Shares 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 Restated Certificate
                         of Incorporation or of any certificate amendatory
                         thereof or supplemental thereto (including any
                         Certificate of Designation, Preferences and Rights
                         or any similar document relating to any series of
                         Preferred Stock) which would adversely affect the
                         preferences, rights, powers or privileges of the
                         Preferred Shares;

                              (ii)  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 Preferred Shares
                         and all other series of Preferred Stock ranking on
                         a party with the Preferred Shares, either as to a
                         parity with the Preferred Shares, 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 Preferred
                         Shares 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
                         Preferred Shares 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;

                              (iii)  If at the time of any annual meeting
                         of stockholders for the election of directors a
                         default in preference dividends (as defined below)
                         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 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.  Each director elected
                         by the holders of shares of Preferred Stock
                         (herein called a "Preferred Director") shall
                         continue to serve as such director for the full
                         term for which he or she shall have been elected,
                         notwithstanding that prior to the end of such term
                         a default in preference dividends shall cease to
                         exist.  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
                         stockholders, 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, (a) any vacancy in
                         the office of a Preferred Director may be filled
                         (except as provided in the following clause (b))
                         by an instrument in writing signed by the
                         remaining Preferred Director and filed with the
                         Corporation and (b) in 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. 
                         Each director appointed as aforesaid by the
                         remaining Preferred Director shall be deemed, for
                         all purposes hereof, to be a Preferred Director. 
                         Whenever the term of office of the Preferred
                         Directors shall end and a default in preference
                         dividends shall no longer exist, the number of
                         directors constituting the Board of Directors of
                         the Corporation shall be reduced by two.  For the
                         purposes hereof, a "default in preference
                         dividends" on the Preferred Stock shall be deemed
                         to exist whenever the amount of accrued dividends
                         upon any series of Preferred Stock shall be
                         equivalent to six full quarter-yearly dividends or
                         more, and, having so occurred, such default shall
                         be deemed to exist thereafter until, but only
                         until, all accrued 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 quarterly dividend period.

                         (f)  Liquidation Rights.

                              (1)  Upon the voluntary or involuntary
                         dissolution, liquidation or winding up of the
                         Corporation, the holders of the Preferred Shares
                         shall be entitled to receive, before any payment
                         or distribution shall be made on the Common Stock
                         or on any other class of stock ranking junior to
                         the Preferred Shares upon liquidation, the amount
                         of $250 per share, plus a sum equal to all
                         dividends (whether or not earned or declared) on
                         such shares accrued and unpaid thereon to the date
                         of final distribution.

                              (2)  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
                         corporation, nor the merger or consolidation of
                         any other corporation into or with the
                         Corporation, shall be deemed to be a dissolution,
                         liquidation or winding up, voluntary or
                         involuntary, for the purpose of this Section (f).

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

                              (4)  In the event the assets of the
                         Corporation available for distribution to the
                         holders of the Preferred Shares 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 (1) of this Section (f), 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 Preferred
                         Shares upon such dissolution, liquidation or
                         winding up unless proportionate distributive
                         amounts shall be paid on account of the Preferred
                         Shares, 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.

                              (5)  Upon the voluntary or involuntary
                         dissolution, liquidation or winding up of the
                         Corporation, the holders of the Preferred Shares
                         then outstanding shall be entitled to be paid out
                         of the assets of the Corporation available for
                         distribution to its stockholders all amounts to
                         which such holders are entitled pursuant to
                         paragraph (1) of this Section (f) before any
                         payment shall be made to the holders of any class
                         of capital stock of the  Corporation ranking
                         junior upon liquidation to the Preferred Shares.

                         (g)  Ranking of Classes of Stock.  For purposes of
               this resolution, any stock of any class or classes of the  
               Corporation shall be deemed to rank:

                              (1)  prior to the Preferred Shares, 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 voluntary or involuntary dissolution,
                         liquidation or winding up of the Corporation, as
                         the case may be, in preference or priority to the
                         holders of the Preferred Shares;

                              (2)  on a parity with the Preferred Shares,
                         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 the Preferred Shares, if
                         the holders of such stock shall be entitled to the
                         receipt of dividends or of amounts distributable
                         upon voluntary or involuntary 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 the Preferred Shares; and

                              (3)  junior to the Preferred Shares, either
                         as to dividends or upon liquidation, if such class
                         shall be Common Stock or if the holders of the
                         Preferred Shares shall be entitled to receipt of
                         dividends or of amounts distributable upon
                         voluntary or involuntary 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.

                         IN WITNESS WHEREOF, Shawmut National Corporation
               has caused its corporate seal to be hereunto affixed and
               this Certificate to be signed by its Chairman and Chief
               Executive Officer, Joel B. Alvord, and attested by its
               Secretary, Raymond A. Guenter, this 3rd day of November,
               1992.

                                        SHAWMUT NATIONAL CORPORATION

                                        By:                                 
                                           Name:  Joel B. Alvord
                                           Title:   Chairman and Chief
                                                      Executive Officer

               [Corporate Seal]

               Attest:

                                                                        
               Secretary

                                                            EXHIBIT 3(i).5

                               SHAWMUT NATIONAL CORPORATION

                               ____________________________

                            AMENDED CERTIFICATE OF DESIGNATION
                            OF 9.30% CUMULATIVE PREFERRED STOCK

                              Pursuant to Section 151 of the
                              General Corporation Law of the
                                     State of Delaware

                         We, Joel B. Alvord and Raymond A. Guenter, being
               the Chairman and Chief Executive Officer and Secretary,
               respectively, of Shawmut National Corporation, a Delaware
               Corporation (the  Corporation ), pursuant to resolutions of
               the Board of Directors of the Corporation adopted November
               24, 1992 at a duly constituted meeting, hereby certify:

                         FIRST:  That the Corporation filed a Certificate
               of Designation on November 4, 1992 designating 690,000 of
               the authorized preferred stock as  9.30% Cumulative
               Preferred Stock. 

                         SECOND:  That the Corporation s Certificate of
               Designation is hereby amended to reduce the number of shares
               constituting the series from 690,000 to 575,000.

                         THIRD:  That only 575,000 of the Corporation s
               9.30% Cumulative Preferred Stock have been issued.

                         FOURTH:  That said Amended Certificate of
               Designation has been duly adopted in accordance with the
               provisions of Section 151 of the General Corporation Law of
               the State of Delaware.

                         IN WITNESS WHEREOF, we have caused this
               Certificate to be signed and attested by the Corporation s
               duly authorized officers this 24th day of November, 1992.

               CORPORATE SEAL           ______________________________
                                        Joel B. Alvord
                                        Chairman and Chief Executive Officer

               ATTEST:

               _________________________
               Raymond A. Guenter
               Secretary

                                                            EXHIBIT 3(i).6

                                 CERTIFICATE OF CORRECTION

                              CERTIFICATE OF CORRECTION FILED
                             TO CORRECT A CERTAIN ERROR IN THE
                               CERTIFICATE OF DESIGNATION OF
                            9.30% CUMULATIVE PREFERRED STOCK OF
                               SHAWMUT NATIONAL CORPORATION
                          FILED IN THE OFFICE OF THE SECRETARY OF
                        STATE OF DELAWARE ON NOVEMBER 4, 1992, AND
                          RECORDED IN THE OFFICE OF THE RECORDER
                         OF DEEDS FOR NEW CASTLE COUNTY, DELAWARE
                                    ON NOVEMBER 4, 1992

               Shawmut National Corporation, a corporation organized and
               existing under and by virtue of the General Corporation Law
               of the State of Delaware,

                    DOES HEREBY CERTIFY:

                    (v)    The name of the corporation is Shawmut
                    National Corporation.

                    (vi)   A Certificate of Designation of 9.30%
                    Cumulative Preferred Stock (the  Certificate ) was
                    filed by the Secretary of State of Delaware on
                    November 4, 1992 and recorded in the office of the
                    Recorder of Deeds of New Castle County on November
                    4, 1992, and said Certificate requires correction
                    as permitted by subsection (f) of Section 103 of
                    the General Corporation Law of the State of
                    Delaware.

                    (vii)  The inaccuracy or defect of said
                    Certificate is as follows:  The dates  January 1,
                    April 1, July 1 and October 1" in the second and
                    third lines of Section 2(b)(1) of the Certificate
                    should be deleted and the dates January 16, April
                    16, July 16 and October 16 should be inserted in
                    lieu thereof.  The date  December 31, 1992" in the
                    seventh line of the same subsection should be
                    deleted and the subsection should be deleted and
                    the date January 15, 1993 should be inserted in
                    lieu thereof.

                    (viii) The first two sentences of Section 2(b)(1)
                    of the Certificate are corrected to read as
                    follows:

                     (1) Dividend periods ( Dividend Periods ) shall
                    commence on January 16, April 16, July 16 and
                    October 16 in each year and shall end on and
                    include the day next preceding the first day of
                    the next Dividend Period.  The dividend rate on
                    the Preferred Shares from November 3, 1992 to and
                    including January 15, 1993 (the  Initial Dividend
                    Period ) and for each Dividend Period thereafter
                    will be 9.30% per annum of the stated value
                    thereof. 

                    IN WITNESS WHEREOF, Shawmut National Corporation has
               caused its corporate seal to be hereunto affixed and this
               Certificate to be signed by its Chairman and Chief Executive
               Officer, Joel B. Alvord, and attested by its Secretary,
               Raymond A. Guenter, this 13th day of November, 1992.

                                   SHAWMUT NATIONAL CORPORATION

                                   By: ______________________________
                                        Name:  Joel Alvord
                                        Title:  Chairman and Chief
               Executive Officer

               [Corporate Seal]

               Attest:

               ______________________________
               Secretary